Common use of Financing Clause in Contracts

Financing. True, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreement.

Financing. True(a) Each of Parent and Merger Sub shall use, correct and complete copies cause its Affiliates to use, its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done (including, if necessary, enforcement of their respective rights under the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”Facility Agreement), subject all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated described in the Commitment Letter Facility Agreement, including using (and fees and expenses of causing their Affiliates to use) their respective reasonable best efforts to (i) satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Merger Sub or their Representatives in such definitive agreements, and (ii) cause the lenders and any other Persons providing the Financing (the "Debt Financing Sources") to fund the Financing at the Effective Time. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Facility Agreement, 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 financing from alternative sources, on terms not materially less favorable in the aggregate to Parent and Merger Sub (and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other Affiliates) than as those set forth in the Commitment Letter. As of Facility Agreement as in effect on the date of this Agreement, in an amount sufficient, when added to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any portion of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order Financing that is available, to consummate the transactions contemplated by this Agreement (the "Alternative Financings"); provided, that, notwithstanding anything to the contrary in this Section 6.9 or in any other provision of this Agreement, in no event shall Parent or Merger Sub be required to amend or waive any of the terms or conditions hereof. Parent shall deliver to the Company as promptly as practicable (and no later than two Business Days) after such execution, true and complete copies of all agreements or other arrangements pursuant to which any such alternative sources shall have committed to provide any such Alternative Financings (the "Alternative Financing Agreements ").

Financing. True, correct (a) Parent has delivered to the Company a true and complete copies copy of the debt commitment executed Debt Commitment Letter and any related fee letters (redacted as to economic terms and other commercially sensitive numbers and provisions specified in any such fee letter dated (including any provisions relating to “flex” terms or similar concepts) excluding in each case, any such provisions that could adversely affect the amount of the financing or the Financing Conditions). The Debt Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement from Agreement. Neither Parent nor any of its affiliates has entered into any agreement, side letter or other arrangement relating to the financing of each the Transactions that could affect the availability of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing Financing on the Closing Date, other than as described therein (the “Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Debt Commitment Letter and fees the fee letters and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with engagement letters related to the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Debt Commitment Letter. As of the date of this Agreement, the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of Parent and to the knowledge of ParentParent each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the Financing Conditions and, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Financing. As of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article III such that the condition set forth in Section 7.2(a) is satisfied, no event has occurred that (which, with or without notice, lapse of time, time or both) , would reasonably constitute a breach or default on the part of Parent or, to the knowledge of Parent, any other party thereto under the Debt Commitment Letter Letter. As of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article III such that the condition set forth in Section 7.2(a) is satisfied and the satisfaction of the conditions set forth in Section 7.2(b) and Section 7.2(c) and performance by Parent or Merger Sub. the Company of its obligations under Section 6.13 of this Agreement, Parent has no knowledge reason to believe that it or any other party thereto will be unable to satisfy on a timely basis its obligations under the Debt Commitment Letter. There are no conditions precedent related to the funding of any facts or circumstances the full amount of the Financing, other than the Financing Conditions. Assuming the accuracy of the representations and warranties set forth in Article III such that are reasonably likely the condition set forth in Section 7.2(a) is satisfied and the satisfaction of the conditions set forth in Section 7.2(b) and Section 7.2(c) and performance by the Company of its obligations under Section 6.13 of this Agreement, as of the date of this Agreement, Parent has no reason to result in believe that (i) any of the conditions set forth in the Commitment Letter Financing Conditions will not being be satisfied or (ii) the funding contemplated in the Commitment Letter Financing will not being be made available to Parent on a timely basis in order to consummate the transactions contemplated by this AgreementClosing Date.

Financing. True(a) Parent shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies do, or cause to be done, all things necessary, advisable or proper to obtain the proceeds of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions described in the Commitment Letter (or the proceeds of permanent Financing in lieu thereof) (taking into account any “flex provisions” set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent in the related fee letters) on or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Mergerdate upon which the Merger is required to be consummated pursuant to the terms of this Agreement, including by: (i) maintaining in effect the Commitment Letter (provided, that the Commitment Letter may be amended, supplemented, modified and replaced as permitted by this Section 6.11 (a)), (ii) negotiating and entering into Definitive Financing Agreements with respect to the aggregate Option ConsiderationFinancing consistent with the terms and conditions contained in the Commitment Letter (including, as necessary, the “flex” provisions contained in any repayment or refinancing of debt contemplated related fee letter) and (iii) satisfying (or, if deemed advisable by Parent, obtaining the waiver of) on a timely basis all conditions (other than those conditions that by their nature are to be satisfied at the Closing) in the Commitment Letter and fees the Definitive Financing Agreements and expenses of Parent, Merger Sub and their respective Representatives incurred in connection complying with its obligations thereunder. In the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any event that all conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth contained in the Commitment Letter not being (other than the consummation of the Merger and those conditions that by their nature are to be satisfied at the Closing) have been satisfied or (ii) waived, Parent shall use reasonable best efforts to enforce its rights under the funding contemplated Commitment Letter, including to cause the Financing Sources to fund on the Closing Date the Debt Financing; provided, that in no event shall Parent be obligated to bring any Legal Proceedings against any Financing Sources. Parent shall not without the prior written consent of the Company permit any amendment or modification to, replacement of, or any waiver of any material provision or remedy under, the Commitment Letter not being made available if such amendment, modification, replacement, waiver or remedy would reasonably be expected to Parent on a timely basis in order to consummate prevent, impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement; provided, that no consent from the Company shall be required for (i) any amendment, replacement, supplement or modification of the Commitment Letter that adds lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof, (ii) implementation or exercise of any “flex” provisions provided in any related fee letter as in effect as of the date hereof or (iii) any amendment to, or replacement of or supplement or modification to, the Commitment Letter or Definitive Financing Agreement so long as such action would not be prohibited by the foregoing clause. Parent shall promptly notify the Company of any such amendment, modification, waiver or replacement and deliver the Company a copy thereof.

Financing. True(a) The Purchaser shall use its reasonable best efforts to take, correct or cause to be taken, all actions, and to cause, or cause to be done, all things, in each case reasonably necessary, proper or advisable to obtain and consummate the Financing as described in the Highly Confident Letter and, if applicable, the Equity Financing Letter, including using its reasonable best efforts to (i) negotiate in good faith and enter into definitive agreements with respect to the Loan Financing as soon as reasonably practicable and (A) on the terms and subject to the conditions reflected in the Highly Confident Letter, or (B) on such other terms that are acceptable in good faith to the Purchaser; (ii) if required to obtain sufficient funds to complete copies of the debt transactions contemplated hereby, to negotiate in good faith and enter into one or more equity commitment letter dated agreements with respect to the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank Equity Financing on terms acceptable in good faith to the Purchaser; (iii) satisfy on a timely basis all conditions in the definitive agreements relating to the Loan Financing and, if applicable the Equity Financing (the “Commitment LetterFinancing Definitive Agreements”) providing for debt financing and comply with the obligations thereunder applicable to the Purchaser and within its control; (iv) obtain such Third-Party consents as described therein (may be reasonably required to be obtained by the “Purchaser in connection with the Financing”), subject to the Seller’s compliance with Section 6.16(b) where applicable; and (v) upon the satisfaction or waiver of the conditions in the Financing Definitive Agreements, consummate the Financing on or prior to the Closing; provided, however, that, notwithstanding anything to the contrary contained herein, (1) the Purchaser shall have the right to substitute other debt or equity financing for all or any portion of the Financing from the same or alternative financing sources on terms and conditions set forth therein are attached hereto as Exhibit Breasonably acceptable to the Purchaser in good faith; and (2) the Purchaser shall not be required to, which Commitment Letter includes a commitment and the Purchaser shall not be required to fund cause any payment made by Parent other Person to, commence, participate in, pursue or Merger Sub pursuant defend any Action against or involving any of the Purchaser’s lenders or investors or other Persons that have or may have agreed to Section 7.3provide any portion of, or otherwise with respect to, the Financing. The Commitment Letter is in full force and effect and is valid and enforceable against Purchaser shall provide the parties thereto in accordance Seller with its terms, subject, as information on a current basis with respect to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any the status of its negotiations with respect to definitive agreements relating to the conditions set forth in the Commitment Letter not being satisfied or Financing, (ii) the funding contemplated satisfaction of all conditions in the Commitment Letter definitive agreements relating to the Financing and (iii) such other matters as the Seller may reasonably request relating to the status of the Financing. The Purchaser shall provide the Seller with an executed copy of each definitive credit agreement or equity commitment agreement relating to the Financing promptly following execution thereof in the forms as will be publicly disclosed, together with any other documents or attachments thereto to the extent they contain any material terms or conditions to the Financing not being made available to Parent on a timely basis otherwise reflected in order to consummate the transactions contemplated by this Agreementdefinitive agreement.

Financing. True, correct (a) Subject to the terms and complete copies of the debt commitment letter dated the date conditions of this Agreement from affiliates of each of Credit Suisse Agreement, Constellation shall take, or cause to be taken, all actions and Deutsche Bank (to do, or cause to be done, all things necessary, proper or advisable to obtain or cause to be obtained, and to consummate, the “Commitment Letter”) providing for debt financing as described therein (Committed Debt Financing on or prior to the “Financing”), subject to Closing Date on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Debt Commitment Letter, including using reasonable best efforts to: (i) maintain in effect the Debt Commitment Letter and fees comply with its obligations thereunder; (ii) negotiate and expenses execute the Debt Financing Documents on terms contained in the Debt Commitment Letter (including any “flex” provisions related thereto); (iii) satisfy on a timely basis, or obtain a waiver of, any financing conditions in the Debt Commitment Letter that are within Constellation’s control (but excluding any condition where the failure to be so satisfied is a direct result of Parent, Merger Sub and their respective Representatives incurred in connection with any of the Transactions Other Parties’ failure to furnish information as required under Section 6.15(c)); (collectively, the “Required Amounts”). The obligations iv) upon satisfaction of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Debt Commitment Letter, to consummate the Committed Debt Financing at or prior to the Closing, including to cause the Debt Financing Sources and the other persons committing to fund the Committed Debt Financing to fund the Committed Debt Financing at the Closing in such amount which, taken together with the Constellation-Polaris Surviving Entity’s anticipated unrestricted cash on hand, would be no less than the amount that would be required to be pay the Debt Payoff Amount and all transaction expenses. Constellation shall keep the Other Parties informed on a reasonably current basis of the status of its efforts and those of its Subsidiaries to arrange and consummate the Committed Debt Financing. Constellation shall not permit or agree, and shall cause its Subsidiaries not to permit or agree, to any termination, amendment or modification to be made to, or any waiver of any provision under, or any replacement of, any of the Debt Commitment Letter if such termination, amendment, modification, waiver or replacement (A) reduces (or would have the effect of reducing) the aggregate amount of the Committed Debt Financing; or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of Committed Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter in a manner that would reasonably be expected to (x) delay or prevent the funding of the Committed Debt Financing (or satisfaction of the financing conditions in the Debt Commitment Letter that are in Constellation’s control) on the Closing Date or (y) adversely impact the ability of Constellation to enforce its rights against other parties to the Debt Commitment Letter or the definitive agreements with respect thereto; provided that (i) Constellation shall not being satisfied be deemed to have violated this Section 6.15(a) if Constellation shall have (A) provided prior written notice to the Other Parties of any termination, amendment, modification, waiver or replacement it or its Subsidiaries proposes to take or any other event, fact or circumstance that would be restricted by the foregoing provisions of this Section 6.15(a) and (B) the parties reasonably agree that, taking into account such termination, amendment, modification, waiver or replacement, New Polaris will have at the Closing funds available to it that are sufficient to enable it to consummate the Transactions, including paying the Debt Payoff Amount and the transaction expenses of all parties; provided further that Constellation shall not be deemed to have violated this Section 6.15(a) if with the approval of Polaris and Sirius, not to be unreasonably withheld, Constellation shall, or shall cause its applicable Subsidiary to, negotiate and execute any Replacement Committed Debt Financing, and (ii) for the funding contemplated avoidance of doubt, neither the existence nor the exercise of any “flex” provision in the Debt Commitment Letter not being made available shall constitute a breach of this provision and the Debt Commitment Letter may be amended to Parent on a timely basis add additional Debt Financing Sources. Constellation shall promptly deliver to the Other Parties copies of any such termination, amendment, modification, waiver or replacement, including any Replacement Committed Debt Financing. Without limiting the foregoing, Constellation shall, and shall cause its applicable Subsidiary to, take all actions required to enforce its rights under the Debt Commitment Letter, including as may be directed by one or more of the Other Parties in order writing, to consummate the transactions contemplated by this Agreementextent consistent with the Debt Commitment Letter.

Financing. True(a) The Buyer shall, correct and complete copies shall cause the other members of the debt commitment letter dated Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the date proceeds of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Debt Financing on the terms and conditions set forth therein are attached hereto as Exhibit Bdescribed in the Debt Financing Commitment, which including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter includes a commitment have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any payment made portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by Parent or Merger Sub pursuant to Section 7.3. The such Debt Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subjectLetters, as applicable, alternative sources of financing in an amount sufficient, when added to enforceabilitythe portion of the Debt Financing that is available and the Buyer’s cash on hand, to bankruptcy, insolvency, reorganization, moratorium consummate the Transactions and pay any other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated amounts required to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including paid in connection with the provisional conversion consummation of the 5% Preferred Stock into Company Common Stock prior Transactions and to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and pay all related fees and expenses of Parent(“Alternative Debt Financing”) and to obtain, Merger Sub and their respective Representatives incurred in connection and, when obtained, to provide the Company with the Transactions a copy of, a new financing commitment that provides for such Alternative Debt Financing (collectively, the “Required AmountsAlternative Debt Financing Commitment Letter”). The obligations of For the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date purposes of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreement.terms “

Financing. True, correct Attached hereto as Exhibit A is a true and complete copies copy of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank Financing Commitment (the “Commitment Letter”) providing for debt financing as described therein (the “FinancingFinancing Commitment”), pursuant to which the Sponsor thereto has committed, subject to the terms and conditions set forth therein, to invest the amounts set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant purchase Equity Interests of Onyx and to Section 7.3provide debt financing to Onyx and its Designated Affiliates (the “Financing”). The Financing Commitment Letter has not been amended or modified prior to the date of this Separation Agreement, no such amendment or modification is contemplated, and the commitment contained in the Financing Commitment has not been withdrawn or rescinded in any respect. The Financing Commitment is in full force and effect and is valid the valid, binding and enforceable against obligation of the parties thereto in accordance with its terms, subject, as thereto. There are no conditions precedent or other contingencies related to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion funding of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations full amount of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions Financing, other than as set forth in or contemplated by the Commitment LetterFinancing Commitment. As of the date of this Agreement, to the knowledge of Parent, no No event has occurred that (which, with or without notice, lapse of time, time or both) , would constitute a breach default on the part of Onyx or default its Designated Affiliates under the Commitment Letter by Parent or Merger Sub. Parent Financing Commitment, and Onyx has no knowledge of any facts or circumstances reason to believe that are reasonably likely to result in (i) any of the conditions set forth in to the Financing contemplated by the Financing Commitment Letter will not being be satisfied or (ii) that the funding contemplated in the Commitment Letter Financing will not being be made available to Parent Onyx on a timely basis the Closing Date. Onyx and its Designated Affiliates will have at and after the Closing funds sufficient to pay the aggregate Retained Business Price and any other amounts required to be paid in order to consummate connection with the consummation of the transactions contemplated by this Agreementhereby, and to pay all related fees and expenses.

Financing. True, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”a) providing for debt financing as described therein (the “Financing”), subject Subject to the terms and conditions set forth therein are attached hereto as Exhibit Bof this Agreement, which Commitment Letter includes a commitment each of Holdco and Parent shall use its reasonable best efforts to fund take, or cause to be taken, all actions and to do, or cause to be done, all things necessary and advisable to arrange and obtain the Financing on the terms and conditions described in the Financing Commitments and shall not permit any payment amendment or modification to be made by to, or any waiver of any provision or remedy under any Financing Commitment; provided, that Parent or and Merger Sub pursuant may amend or modify the Financing Commitments and/or elect to Section 7.3. The Commitment Letter is replace all or any portion of the Debt Financing and/or Equity Financing with alternative debt and/or equity financing (the “Alternative Financing”), in full force and effect and is valid and enforceable against each case so long as (i) the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by of the Commitment Letters Financing (as amended or modified) and/or any Alternative Financing will be sufficient for Merger Sub and the Surviving Corporation to pay (A) the aggregate Merger Consideration Consideration, and (including B) any other amounts required to be paid in connection with the provisional conversion consummation of the 5% Preferred Stock into Company Common Stock prior to Transactions upon the Merger), the aggregate Option Consideration, any repayment or refinancing of debt terms and conditions contemplated in the Commitment Letter hereby and all related fees and expenses of Parentassociated therewith, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding amendment or modification or the Alternative Financing does not impose new or additional conditions or otherwise expands, amends or modifies the existing conditions in any way and (iii) the amendment or modification or the Alternative Financing would not or would not reasonably be expected to (x) prevent or materially delay the consummation of the Transactions or (y) adversely impact the ability of Parent or Merger Sub to enforce their respective rights against the other parties to the Financing Commitments. Parent shall promptly deliver to the Company copies of any such amendment, modification or replacement. In addition, Holdco, Parent and Merger Sub shall use their respective reasonable best efforts to (i) subject to its rights under the first sentence of this Section 6.07(a), maintain in full force and effect the Financing Commitments until the Transactions are consummated, (ii) negotiate any definitive agreements in addition to the Loan Agreement and as contemplated by the Loan Agreement (including, without limitation, the Company Security Documents defined in the immediately following section (c)), with respect to the Senior Debt Financing and definitive agreements with respect to the Mezzanine Debt Financing, and the Equity Financing on the terms and conditions contained in the Note Purchase Agreement and the Equity Commitment Letter not being made available to Parent Letters, (iii) satisfy on a timely basis all conditions in order the Financing Commitments that are within its control and otherwise comply with its obligations thereunder, (iv) consummate the Financing at or prior to the Effective Time and (v) assuming all terms and conditions of the Debt Financing have been satisfied, cause the Lender or the Sponsor to fund on the Closing Date the Debt Financing required to consummate the Merger and the other transactions contemplated hereby; provided, that under no circumstance shall Parent or Merger Sub be under any obligation to seek through litigation or other legal proceeding to enforce its rights against any Lender. In the event that all conditions to funding under the Financing Commitments (other than the Equity Commitment Letters) have been satisfied, Holdco, Parent and Merger Sub shall use their respective reasonable best efforts to cause the Sponsor and Mr. Zishen Wu to fund the Equity Financing required to consummate the transactions contemplated under this Agreement, including the Merger in accordance with the terms of this Agreement (including taking enforcement actions to cause such persons to provide such Equity Financing in the event conditions (A) through (D) under Section 9.07(b)(i) have been satisfied). For purposes of this Section 6.07, references to “Financing” shall include the financing contemplated by the Financing Commitments as permitted to be replaced, amended or supplemented by this AgreementSection 6.07(a), and references to “Financing Commitments” shall include such documents as permitted to be replaced, amended or supplemented by this Section 6.07(a).

Financing. True(a) Parent shall use its best efforts to take, correct or cause to be taken, all actions and complete copies of to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit Bdescribed in the Commitment Letter, which including using best efforts to (i) maintain in effect the Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force Letter, (ii) negotiate and effect enter into definitive agreements with respect thereto on terms and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds conditions contemplated to be provided by the Commitment Letters will be sufficient Letter, (iii) satisfy on a timely basis all conditions applicable to Parent in the Commitment Letter that are within its control and comply with its obligations thereunder, and (iv) consummate the Financing no later than the Acceptance Time. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not prevent or impede or delay the consummation of the Offer, the Merger Sub and the Surviving Corporation other transactions contemplated by this Agreement and shall be subject to pay the aggregate Merger Consideration (including in connection with the provisional conversion Section 6.23. If any portion of the 5% Preferred Stock into Company Common Stock prior to Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Merger)Financing unavailable, in each case, on the aggregate Option Consideration, any repayment or refinancing of debt terms and conditions contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources such portion is reasonably required to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As cash portion of the date of Offer Price or the Merger Consideration and all fees, expenses and other amounts contemplated to be paid by Parent pursuant to this Agreement, Parent shall use its best efforts to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result arrange and obtain alternative financing from alternative financial institutions in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order an amount sufficient to consummate the transactions contemplated by this AgreementAgreement upon conditions no less favorable to Parent and the Company than those in the Commitment Letter as promptly as practicable following the occurrence of such event.

Financing. True, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”a) providing for debt financing as described therein (the “Financing”), subject Subject to the terms and conditions set forth therein of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to (i) cause the Lender to fund the Debt Financing on the terms and conditions described in the Facility Agreement at or prior to the Effective Time, (ii) maintain in effect the Financing Commitments until the Transactions are attached hereto as Exhibit Bconsummated, which (iii) satisfy on a timely basis all conditions precedent to funding of the Debt Financing applicable to Parent and Merger Sub in the Facility Agreement that are within its control, (iv) enforce its rights under the Rollover Agreement, Additional Rollover Agreements, the Equity Commitment Letter includes a commitment and the Facility Agreement to the extent necessary to fund any payment made by the Merger Consideration, and (v) cause the Sponsor to fund the Equity Financing at or prior to the Effective Time; provided, that (i) Parent or and Merger Sub pursuant may amend or modify the Financing Commitments and/or elect to Section 7.3. The Commitment Letter is replace all or any portion thereof; or (ii) in full force the event that any portion of the Debt Financing becomes unavailable other than due to the material breach of representations and effect and is valid and enforceable against warranties or covenants of the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws Company or a failure of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated condition to be provided satisfied by the Commitment Letters will be sufficient Company after providing notice to the Company and a reasonable opportunity to cure, Parent shall notify the Company and use its reasonable best efforts to arrange alternative financing (the “Alternative Financing”) from alternative sources in an amount sufficient, when added to the portion of the Financing that is available, for Merger Sub and the Surviving Corporation to pay (i) the aggregate Merger Consideration Exchange Fund, and (including ii) any other amounts required to be paid in connection with the provisional conversion consummation of the 5% Preferred Stock into Company Common Stock prior Transactions upon the terms and conditions contemplated hereby. Parent shall deliver to the Merger)Company as soon as practicable after such execution, a true and complete copy of the aggregate Option Consideration, any repayment or refinancing of debt contemplated in definitive agreement pursuant to which the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions Alternative Financing is committed to be provided (collectively, the “Required AmountsAlternative Facility Agreement”)) as soon as practicable after execution thereof. The obligations of To the financing sources to fund the commitments under the Commitment Letter are not extent applicable and subject to any the terms and conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, Parent and Merger Sub shall use their respective reasonable best efforts to obtain the knowledge Alternative Financing on the terms and conditions described in the Alternative Facility Agreement (including any “market flex” provision). Each of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or and Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely Sub shall use its reasonable best efforts to result in (i) any of maintain in effect the conditions set forth in the Commitment Letter not being satisfied or Alternative Facility Agreement, (ii) the funding contemplated in the Commitment Letter not being made available to Parent satisfy on a timely basis all conditions in order the Alternative Financing Agreement within its control, and (iii) enforce its rights under the Alternative Facility Agreement to consummate the transactions contemplated by this Agreementextent necessary to fund the Merger Consideration. Parent shall keep the Company reasonably informed on a reasonably current basis of the status of Parent’s efforts to arrange any Alternative Financing.

Financing. True(a) Parent and Buyer shall, correct and complete copies shall cause their respective Subsidiaries to, use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein described in the Financing Commitments, including using reasonable best efforts to (i) maintain in effect the Financing and the Financing Commitments, (ii) enter into definitive financing agreements with respect to the Financing on the terms and conditions specified in the Financing Commitments (subject to any related flex provisions), so that such agreements are attached hereto in effect as promptly as practicable but in any event no later than the Closing, (iii) enforce its rights under the Financing Commitments (including through litigation), (iv) consummate the Financing at the Closing on the terms and conditions (including the flex provisions) specified in the Financing Commitments, (v) satisfy all conditions (including the provision of information relating to the Buyer and its affiliates that is required to satisfy paragraphs (6) and (10) of Exhibit BD to the Debt Financing Commitments) to such definitive agreements that are applicable to Buyer, which Commitment Letter includes a commitment Parent and its subsidiaries, and (vi) to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance comply with its terms, subject, as obligations under the Financing Commitments. It is understood that it is not a condition to enforceability, Closing under this Agreement for Buyer to bankruptcy, insolvency, reorganization, moratorium and other laws obtain the Financing or any Alternative Financing. Buyer shall provide to the Company copies of general applicability all final documents relating to or affecting creditors’ rights the Financing and to general principles shall keep the Company fully informed of equity (regardless of whether such enforceability is considered material developments in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations respect of the financing sources process relating thereto. Without limiting the generality of the foregoing, Buyer shall give the Company prompt notice (i) of any material breach or default by any party to fund any Financing Commitments or definitive document related to the commitments Financing of which Buyer becomes aware; and (ii) of the receipt of any written notice or other written communication from any Financing Source with respect to any: (A) material breach, default, termination or repudiation by any party to any Financing Commitments or any definitive document related to the Financing of any provisions of the Financing Commitments or any definitive document related to the Financing or (B) material dispute or disagreement between or among any parties to any Financing Commitments or any definitive documents related to the Financing; provided, that none of Buyer, Parent or any of their affiliates shall be under the Commitment Letter are not any obligation to disclose any information that is subject to any conditions other than as set forth attorney client or similar privilege; provided, further, that Buyer shall use reasonable best efforts to disclose such information in the Commitment Lettera way that would not waive such privilege. As soon as reasonably practicable, but in any event within five (5) business days of the date the Company delivers to Buyer a written request, Buyer shall provide any information reasonably requested by the Company relating to any circumstances referred to in clause (i) or (ii) of the immediately preceding sentence. Prior to the Closing, Buyer and Parent shall not, and shall cause Borrower and its affiliates, not to agree to, or permit, any amendment or modification of, or waiver under, the Financing Commitments or other final documentation relating to the Financing without the prior written consent of the Company, except Parent or Borrower, as applicable, may amend, modify, supplement, restate or replace the Financing Commitments, in whole or part, if such amendment, modification, supplement, restatement or replacement (w) does not reduce the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing unless either the Debt Financing or the Equity Financing or both are increased by a corresponding amount), (x) does not impose new or additional conditions or otherwise expand the conditions to the Financing, (y) does not amend or modify any other term of the Financing in a manner that would reasonably be expected to (I) make the timely funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (II) adversely impact the ability of Buyer to enforce its rights against other parties to the Financing Commitments or the definitive agreements with respect thereto and (z) is not reasonably expected to hinder or delay the Closing. Notwithstanding anything contained in this Section 7.08 or in any other provision of this Agreement, to the knowledge of Parent, in no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order shall Buyer be required to consummate the transactions Closing any earlier than the fifth business day following the expiration of the Marketing Period. Buyer shall deliver to the Company copies of any such amendment, modification or replacement. For purposes of this Section 7.08, references to “Financing” shall include the financing contemplated by the Financing Commitments as permitted to be amended, modified, supplemented, restated or replaced by this AgreementSection 7.08(a) and references to “Debt Financing Commitments” and “Financing Commitments” shall include any amendment, modification, restatement, supplement and replacement permitted by this Section 7.08(a).

Financing. True(a) Parent shall use reasonable best efforts to take, correct or cause to be taken, all actions and complete copies of to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit B, which described in the Commitment Letter includes and in a commitment timely manner, including (i) maintaining in effect the Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The the Commitment Letter is in full force on terms and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds conditions contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub Letter and (iii) satisfying on a timely basis all conditions to the funding of the Financing on the Closing Date applicable to Parent in the Commitment Letter and the Surviving Corporation definitive agreements with respect thereto and comply with its obligations thereunder. Parent shall have the right from time to pay time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the aggregate Merger Consideration (including Commitment Letter and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter and the definitive agreements with respect thereto that amends the Financing and/or substitution of all or any portion of the Financing shall not impose additional conditions precedent to the Financing as set forth in connection the Commitment Letter that could reasonably be expected to prevent or materially delay the consummation of the Transactions. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its sole discretion, provided that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with the provisional conversion financial resources of Parent and Merger Sub, including cash on hand of Parent and the Company, to consummate the Merger. If any portion of the 5% Preferred Stock into Company Common Stock prior to Financing becomes unavailable in the Merger), manner or from the aggregate Option Consideration, any repayment or refinancing of debt sources contemplated in the Commitment Letter and fees such portion is reasonably required (taking into account cash on hand and expenses of other financial resources available to Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources ) to fund the commitments under Merger Consideration, Parent shall use its reasonable best efforts to arrange and obtain alternative financing in an amount sufficient to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event. Parent shall promptly provide the Company with the documentation evidencing such alternative sources of financing, including all relevant agreements, other financing documents and any proposed amendments or waivers thereto, and shall give the Company prompt notice (but in any event within five (5) Business Days) of any material breach by any party to the Commitment Letter are not subject that becomes known to Parent or any conditions other than as set forth in termination of the Commitment Letter. As Parent shall keep the Company reasonably informed on a current basis of the date status of this Agreement, its effort to arrange the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this AgreementFinancing.

Financing. True, correct and complete copies of Parent shall use its reasonable best efforts to obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions described in the Financing Commitments or terms more favorable to Parent, including using its reasonable best efforts (i) to maintain in effect the Financing Commitments and to negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (ii) to satisfy all conditions applicable to Parent in such definitive agreements and consummate the Financing at or prior to the Closing, (iii) to comply with its obligations under the Financing Commitments and (iv) to enforce its rights under the Financing Commitments. Parent shall give the Company prompt notice upon becoming aware of any material breach by any party of the Financing Commitments or any termination of the Financing Commitments. Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financing and provide to the Company copies of all documents related to the Financing (other than any ancillary documents subject to confidentiality agreements). In connection with its obligations under this Section 5.10, Parent shall be permitted, but not obligated, to amend, modify or replace the Debt Commitment Letters with new Financing Commitments, including through co-investment by or financing from one or more other additional parties (the “New Financing Commitments”), provided that Parent shall not permit any replacement of, or amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter if such replacement (including through co-investment by or financing from one or more other additional parties), amendment, modification, waiver or remedy reduces the aggregate amount of the Financing below that amount required to consummate the Merger and the other transactions contemplated hereby, adversely amends or expands the conditions to the drawdown of the Financing in any respect that would make such conditions less likely to be satisfied or that would expand the possible circumstances under which such conditions would not be satisfied, that can reasonably be expected to delay the Closing, or is adverse to the interests of the Company in any other material respect; and provided, further, that nothing in this Section 5.10 shall be deemed to excuse, waive compliance with or modify any of the obligations set forth therein are attached hereto in the Confidentiality Agreement. In the event that Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing unlikely to occur in the manner or from the sources contemplated in the Financing Commitments, Parent shall notify the Company and shall use its reasonable best efforts to arrange as Exhibit Bpromptly as practicable, which Commitment Letter includes a commitment 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 no less favorable to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior no more adverse to the Merger), the aggregate Option Consideration, any repayment or refinancing ability of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order 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 (provided that such requested 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, which shall include all financial statements and financial data for the Company and its Subsidiaries (A) of the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements under Rule 144A of the Securities Act to consummate any offering of senior or senior subordinated notes of the Company (or any direct or indirect parent thereof), including replacements thereof prior to any such information going “stale” or otherwise being unusable under applicable Law for such purpose and (B) all financial statements and information reasonably necessary for the satisfaction of the conditions set forth in the Debt Commitment Letter (the “Required Financial Information”), (ii) participating in a reasonable number of meetings, drafting sessions and due diligence sessions in connection with the Financing, (iii) assisting in the preparation of (A) one or 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 the representation letter referred to above) shall be effective until the Effective Time and 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 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 Company is not eligible to terminate this Agreement pursuant to such section or pursuant to Section 7.1(d)) Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or any of its Subsidiaries in connection with the cooperation of the 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 expenses suffered or incurred by any of them in connection with the arrangement of the Financing and any information used in connection therewith (other than information provided in writing by the Company or its Subsidiaries), except to the extent that such losses, damages, claims, costs or expenses, directly or indirectly, resulted from the willful misconduct of the Company.

Financing. True(a) The Buyer shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies of to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit Bconditions, which in all material respects, described in the Debt Commitment Letter, including using its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter, (ii) negotiate definitive agreements with respect to the Financing on terms and conditions, in all material respects, contemplated by the Debt Commitment Letter includes and execute and deliver to the Company a commitment copy thereof concurrently with such execution, (iii) satisfy on a timely basis all conditions applicable to the Buyer in the Debt Commitment Letter that are within its control and comply with its obligations thereunder, (iv) enforce its rights under the Debt Commitment Letter in the event of a breach by the lenders or the other persons providing such Financing that would reasonably be expected to prevent, 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 Debt Commitment Letter have been satisfied or, upon funding, will be satisfied, the Buyer shall use its reasonable best efforts to cause the lenders and the other persons providing such Financing to fund any payment made on the Closing Date the Financing (including by Parent or Merger Sub pursuant seeking specific performance to Section 7.3. The Commitment Letter is in full force cause such lenders and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as other persons who have committed to enforceability, provide such Financing to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether fund such enforceability is considered in a proceeding in equity or at lawFinancing). The aggregate proceeds contemplated Buyer shall have the right from time to be provided by time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Debt Commitment Letters will be sufficient Letter and/or substitute other debt or equity financing for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion all or any portion of the 5% Preferred Stock into Company Common Stock prior Financing from the same and/or alternative financing sources; provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Debt Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing (each, an “Alternative Financing”) shall not (A) expand upon the conditions precedent or contingencies to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than Financing as set forth in the Debt Commitment Letter. As Letter in any material way or (B) prevent, impede or delay, in any material respect, the consummation of the date of Merger and the other transactions contemplated by this Agreement, . The Buyer shall be permitted to reduce the knowledge amount of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default the Financing under the Debt Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances in its reasonable discretion; provided that are reasonably likely the Buyer shall not reduce the Financing to result in (i) any an amount committed below the amount that is required to pay, together with other financial resources of the conditions set forth Buyer, including cash on hand on the Closing Date, the Aggregate Merger Consideration and to make all other necessary payments by the Buyer in connection with the Commitment Letter not being satisfied or (ii) Acquisition, including the funding contemplated payment of all fees and expenses reasonably expected to be incurred by the Buyer in the Commitment Letter not being made available to Parent on a timely basis in order to consummate connection with the transactions contemplated by this Agreement (the “Required Financing Amount”), and provided further that such reduction shall not (x) expand upon the conditions precedent or contingencies to the Financing as set forth in the Debt Commitment Letter in any material way or (y) prevent or impede or delay, in any material respect, the consummation of the Acquisition and the other transactions contemplated by this Agreement. If any portion of the Financing becomes unavailable or the Buyer becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, according to the material terms and conditions contemplated in the Debt Commitment Letter and such portion is reasonably required to fund the Aggregate Merger Consideration, the Buyer shall use its reasonable best efforts to arrange and obtain one or more Alternative Financings in an amount greater than 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.

Financing. True(a) Each of Parent and Merger Subsidiary shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies of to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the debt commitment letter dated Financing described in the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing Letters on the terms and conditions described therein including using reasonable best efforts (i) to negotiate and enter into definitive agreements with respect to the Financing Letters on the terms and contained in the Financing Letters, and (ii) to satisfy on a timely basis all conditions to funding in the Financing Letters and such definitive agreements thereto (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to furnish information described in Section 6.18(b)) and to consummate the Financing at or prior to the Closing. In the event that any portion of the Financing becomes unavailable so as not to enable Parent and Merger Subsidiary to proceed with the Merger and related transactions in a timely manner, Parent and Merger Subsidiary shall use their reasonable best efforts to arrange to obtain alternate financing from alternative sources on comparable or more favorable terms (to Parent and Merger Subsidiary) than those set forth therein are attached hereto in the Financing Letters as Exhibit Bpromptly as practicable following the occurrence of such event, which Commitment Letter includes a including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to either the Financing Letters or such alternate financing being referred to as the “Financing Agreements”). Any material breach of any of the Financing Letters, the Financing Agreements, any alternate financing commitment to fund and any payment made related fee and engagement letters by Parent or Merger Sub pursuant Subsidiary shall be deemed a breach by Parent of this Section 6.18(a). Parent shall (i) furnish complete, correct and executed copies of the Financing Agreements to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the Company promptly upon their execution, (ii) give the Company prompt notice (x) of any breach by any party of, or material dispute or disagreement between any of the parties thereto to, the Financing Letters, any alternate financing commitment or the Financing Agreements of which Parent or Merger Subsidiary becomes aware or any termination thereof or (y) if for any reason Parent or Merger Subsidiary believes in accordance with its terms, subject, as good faith that it is reasonably likely that it will not be able to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws obtain all or any material portion of general applicability relating to the Financing in the amounts or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds from the sources contemplated to be provided by the Commitment Financing Letters and that it is not reasonably likely that it will be sufficient for Merger Sub and the Surviving Corporation able to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock obtain acceptable alternative financing prior to the Merger), Termination Date and (iii) otherwise keep the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations Company reasonably informed of the financing sources status of its efforts to fund arrange the commitments under the Commitment Letter are not subject to Financing (or any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreementreplacements thereof).

Financing. TrueAssignee shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies of to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange, obtain, and consummate the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Debt Financing on the terms and conditions set forth therein are attached hereto as Exhibit B, which described in the Debt Commitment Letter includes a commitment on or prior to fund any payment made by Parent or Merger Sub pursuant to Section 7.3the Closing Date. The Commitment Letter is Such actions shall include (i) maintaining in full force and effect the Debt Commitment Letter in the form provided to Assignor concurrently with the execution of this Agreement, (ii) satisfying on a timely basis all of the conditions precedent and is valid covenants to the Debt Financing applicable to Assignee that are to be satisfied by Assignee, (iii) negotiating, executing, and enforceable against delivering definitive documents (“Debt Financing Documents”) that reflect the parties thereto terms contained in the Debt Commitment Letter (including, as necessary, agreeing to any requested changes to the commitments thereunder in accordance with its termsany “flex” provisions contained in the Debt Commitment Letter or any related fee letter), subject, as in each case which terms shall not in any respect materially expand on the conditions to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws the funding of general applicability relating to the Debt Financing Proceeds at the Closing or affecting creditors’ rights and to general principles reduce the aggregate amount of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated the Debt Financing Proceeds available to be provided funded on the Closing Date, (iv) promptly commencing the syndication activities contemplated by the Debt Commitment Letters will be sufficient for Merger Sub Letter, if any, (v) drawing the full amount of the Debt Financing Proceeds, and (vi) fully enforcing its rights under the Debt Commitment Letter and the Surviving Corporation Debt Financing Documents in order to pay consummate the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock Debt Financing at or prior to the Merger)Closing. Assignee shall not, and shall not permit any of its Affiliates or representatives to, without the prior written consent of Assignor, take or fail to take any action or enter into any transaction that could reasonably be expected to materially impair, delay or prevent the consummation of the Debt Financing contemplated by the Debt Commitment Letter except as waived by lender. Assignee shall comply with all of its obligations under each of the Debt Financing Documents. Assignee shall not permit or consent to (i) any amendment, supplement or modification to be made to the Debt Commitment Letter if such amendment, supplement or modification would materially (a) change, expand or impose new conditions precedent to the funding of the Debt Financing Proceeds from those set forth therein on the date hereof; (b) change the timing of the funding of the Debt Financing Proceeds thereunder or reasonably be expected to impair, delay or prevent the availability of all or a portion of the Debt Financing Proceeds or the consummation of the transactions contemplated by this Agreement; (c) reduce the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations cash amount of the financing sources Debt Financing Proceeds (including by changing the amount of fees to fund be paid or original issue discount of the commitments under the Commitment Letter are not subject to any conditions other than Debt Financing (except as set forth in the Commitment Letter. As of any “flex” provisions existing on the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied hereof)); or (iid) otherwise adversely affect the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order ability of Assignee to consummate the transactions contemplated by this AgreementAgreement or the timing of the Closing; (ii) any waiver of any provision or remedy under the Debt Commitment Letter (other than a condition to funding in favor of the lenders thereunder); or (z) early termination of the Debt Commitment Letter. Notwithstanding the foregoing, in no event shall the failure of Assignee to obtain all or any part of the Debt Financing Proceeds prior to or on the Closing Date shall be permitted to delay or impair the Closing.

Financing. True(a) Parent shall, correct and complete shall cause its Affiliates to, take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to consummate the Financing or any Substitute Financing as promptly as possible following the date hereof, including (i) complying with and maintaining in effect the Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to the Financing, including the terms and conditions contained in the Commitment Letter so that such agreements are in effect no later than the Offer Closing, (iii) satisfying as soon as possible and on a timely basis all the conditions to the Financing and the definitive agreements related thereto, (iv) accepting to the fullest extent all “market flex” contemplated by the Commitment Letter (or any fee letter relating thereto), to the extent deemed necessary under the Commitment Letter and (v) enforcing its rights under the Commitment Letter in the event of a breach by the Financing Parties that could reasonably be expected to impede or delay the Offer Closing. In the event that all conditions to the Commitment Letter have been satisfied (other than the consummation of the Offer) or, upon funding shall be satisfied, Parent and its Affiliates shall use their reasonable best efforts to cause the Persons providing the Financing (the “Financing Parties”) to fund on the Offer Closing Date the Financing, to the extent the proceeds thereof are required to consummate the Offer, the Merger and the other transactions contemplated hereby (including by taking enforcement action to cause the Financing Parties to fund such Financing if the conditions to funding set forth in the Commitment Letter are satisfied). Parent shall, after obtaining knowledge thereof, give the Company written notice of any (A) breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by a Financing Party or any party to any definitive document related to the Financing, (B) actual or threatened withdrawal, repudiation or termination of the Financing by the Financing Parties, (C) material dispute or disagreement between or among any parties to the Commitment Letter or any definitive document related to the Financing, (D) amendment or modification of, or waiver under, the Commitment Letter or any related fee letters or (E) change, circumstance or event which causes Parent or Purchaser to believe that it will not be able to timely obtain all or any portion of the Financing on the terms, in the manner or from the Financing Parties or sources contemplated by the definitive documents related to the Financing. Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Financing contemplated by the Commitment Letter, including providing copies of all definitive agreements related to the debt commitment letter dated Financing. Neither Parent nor its Affiliates shall amend, modify, terminate, assign or agree to any waiver under the Commitment Letter or any related fee letters without the prior written approval of the Company that would (I) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount), (II) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the Financing, or otherwise expand, amend or modify any other provision of the Commitment Letter or the related fee letters in a manner that would reasonably be expected to (1) materially delay or prevent or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the Offer Closing Date or (2) materially adversely impact the ability of Parent or Purchaser, as applicable, to enforce its rights against the Financing Parties or any other parties to the Commitment Letter or the definitive agreements with respect thereto, or (III) make it less likely that the Financing would be funded (including by making the conditions to obtaining the Financing less likely to occur) or otherwise prevent or delay or impair in any material respect the ability or likelihood of Parent to timely consummate the Offer and the Merger and the other transactions contemplated hereby; provided that notwithstanding the foregoing, Parent may modify, supplement or amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof). In the event that new commitment letters are entered into in accordance with any amendment, replacement, supplement or other modification of the Commitment Letter permitted pursuant to this Agreement from affiliates Section 6.17, such new commitment letters shall be deemed to be a part of each of Credit Suisse the “Financing” and Deutsche Bank (deemed to be the “Commitment Letter”) providing ” for debt financing as described therein (all purposes of this Agreement. Parent shall promptly deliver to the “Financing”)Company copies of any termination, subject amendment, modification, waiver or replacement of the Commitment Letter or any fee letters. If funds in the amounts set forth in the Commitment Letter, or any portion thereof, become unavailable, or it becomes reasonably likely that such funds may become unavailable to Parent on the terms and conditions set forth therein are attached hereto as Exhibit Btherein, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force shall, and effect and is valid and enforceable against the parties thereto in accordance with shall cause its terms, subjectAffiliates, as promptly as practicable following the occurrence of such event to enforceability(x) notify the Company in writing thereof, to bankruptcy, insolvency, reorganization, moratorium (y) obtain substitute financing (on terms and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter conditions that are not subject materially less favorable to any Parent and Purchaser, taken as a whole, than the terms and conditions other than as set forth in the Commitment Letter. As , taking into account any “market flex” provisions thereof) sufficient to enable Parent to consummate the Offer and the Merger and the other transactions contemplated hereby in accordance with its terms (the “Substitute Financing”) and (z) obtain a new financing commitment letter that provides for such Substitute Financing and, promptly after execution thereof, deliver to the Company true, complete and correct copies of the date new commitment letter and the related fee letters (in redacted form reasonably satisfactory to the Persons providing such Substitute Financing removing only the fee information) and related definitive financing documents with respect to such Substitute Financing. Upon obtaining any commitment for any such Substitute Financing, such financing shall be deemed to be a part of the “Financing” and any commitment letter for such Substitute Financing shall be deemed the “Commitment Letter” for all purposes of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreement.

Financing. True, correct (a) Subject to the terms and complete copies of the debt commitment letter dated the date conditions of this Agreement from affiliates of each of Credit Suisse Agreement, Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and Deutsche Bank to do, or cause to be done, all things necessary, proper or advisable to obtain and to consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letters (including the flex provisions), subject to any amendments or modifications thereto permitted by this Section 5.21, including using its reasonable best efforts to (i) maintain in effect the Debt Commitment Letters and the financing commitments thereunder (the “Commitment Letter”) providing for debt financing as described therein (the “FinancingFinancing Commitments”), subject to any amendments or modifications thereto permitted by Section 5.21(b), (ii) negotiate, execute and deliver definitive agreements with respect to the Financing Commitments on terms and conditions (including the flex provisions) contained therein, subject to any amendments or modifications thereto permitted by Section 5.21(b), (iii) satisfy on a timely basis all conditions that are applicable to Purchaser contained in the Financing Commitments, including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing and due and payable by Purchaser, (iv) enforce its rights under the Financing Commitments, (v) comply with its obligations under the Financing Commitments and (vi) consummate the Debt Financing at or prior to the Closing, including drawing on any interim or bridge financing under the Financing Commitments. Purchaser shall provide such information as shall be necessary to keep Seller informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. In the event Purchaser becomes aware that all or any portion of the Debt Financing has become unavailable, Purchaser shall promptly notify Seller and shall, in consultation with Seller, use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions no less favorable to Purchaser and to Seller than the terms and conditions set forth therein are attached hereto as Exhibit Bin the Debt Commitment Letters and that would not have any of the effects specified in Section 5.21(b) (any such alternative financing, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3“Alternative Financing”). The Commitment Letter If an Alternative Financing is in full force and effect and is valid and enforceable against the parties thereto required in accordance with this Section 5.21(a), Purchaser shall obtain, and when obtained, provide Seller with a copy of, a new financing commitment that provides for such Alternative Financing, and Purchaser shall comply with its terms, subject, covenants in this Section 5.21(a) and Section 5.21(b) with respect to such new financing commitment (as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether if such enforceability is considered in a proceeding in equity or at lawfinancing commitment were the Debt Commitment Letter). The aggregate proceeds contemplated Purchaser shall give Seller prompt notice of (A) subject to be provided any amendments or modifications permitted by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the MergerSection 5.21(b), the aggregate Option Consideration, expiration or termination of all or any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations portion of the financing sources to fund the commitments under the Commitment Letter are not subject Financing Commitments (including pursuant to any conditions other than as set forth in Alternative Financing) or any definitive documentation relating to the Commitment Letter. As foregoing; (B) for any reason, all or any portion of the date Debt Financing (including pursuant to any Alternative Financing or definitive documents relating to any of this Agreement, to the knowledge of Parent, no event has occurred that foregoing) becoming unavailable; or (with or without notice, lapse of time, or bothC) would constitute a breach or default under repudiation by any party to the Debt Commitment Letter by Parent Letters or Merger Sub. Parent has no knowledge of Alternative Financing (including any facts or circumstances that are reasonably likely definitive documents relating to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (iiforegoing) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreementof which Purchaser becomes aware.

Financing. True(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, correct and complete copies including using reasonable best efforts (taking into account the anticipated timing of the debt commitment letter dated Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the date 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 from affiliates of each of Credit Suisse and Deutsche Bank are consummated, (iv) enforce its rights under the “Commitment Letter”, and (v) providing for debt financing as described therein (the “Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient 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 Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion all or any portion of the 5% Preferred Stock into Company Common Stock prior 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 Merger)Financing Commitment as of the date of this Agreement; provided, the aggregate Option Considerationthat any such amendment, replacement, supplement or other modification to or waiver of any repayment or refinancing provision of debt contemplated in the Commitment Letter and fees and expenses that amends the Financing and/or substitution of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations all or any portion of the financing sources Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to fund the commitments under the Commitment Letter are not subject to any conditions other than Financing as set forth in the Commitment Letter. As , (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 date of 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 knowledge amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, no 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 has occurred that (or circumstance that, with or without notice, lapse of time, time or both) , would constitute a reasonably be expected to give rise to any material breach or default under 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 by 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. Parent has no knowledge of Sub believes in good faith that it will not be able to obtain all or any facts or circumstances that are reasonably likely to result in (i) any portion of the conditions set forth Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter not being satisfied 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 (iiC) of the funding 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 being made available materially less favorable to Parent on a timely basis and Merger Subsidiary in order an amount sufficient to consummate the transactions contemplated by this AgreementAgreement (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. True, correct and complete copies of (a) Parent shall use its reasonable best efforts to arrange the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated described in the Equity Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Debt Commitment Letter. As of the date of this Agreement, including using reasonable best efforts to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of maintain in effect the conditions set forth in the Equity Commitment Letter not being satisfied or and Debt Commitment Letter, (ii) the funding contemplated in the Commitment Letter not being made available to Parent satisfy on a timely basis all conditions applicable to Parent and Purchaser to obtaining the Financing set forth therein, and (iii) consummate the Financing at or prior to the dates that Purchaser becomes obligated to accept for payment and pay for Shares pursuant to the Offer. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in order the Equity Commitment Letter and the Debt Commitment Letter, Parent shall use its commercially reasonable efforts to arrange to obtain alternative financing on substantially similar terms from alternative sources in an amount sufficient to consummate the transactions contemplated by this AgreementAgreement as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach or alleged material breach by any party to the Equity Commitment Letter or the Debt Commitment Letter of which Parent or Purchaser becomes aware, or any termination or threatened termination of the Equity Commitment Letter or the Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Equity Commitment Letter or the Debt Commitment Letter without first consulting with the Company or, if such amendment would, or would be reasonably expected to, materially and adversely affect or delay in any material respect the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement without first obtaining the Company’s prior written consent (such consent not to be unreasonably withheld or delayed).

Financing. TrueThe Company shall, correct and complete copies of shall cause the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse other Company Entities to, and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject shall use commercially reasonable efforts to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and cause their respective Representatives incurred in connection to, cooperate with the Transactions Parent Parties in any of their efforts to arrange debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities (collectively, the “Required AmountsDebt Financing”). The , for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the financing sources to fund the commitments under the Commitment Letter are not subject to Company Credit Agreement or any conditions other than as set forth in the Commitment Letter. As Indebtedness of the date Company or any of the Company Subsidiaries; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. None of the representations, warranties or covenants of the Company shall be deemed breached or violated by any action taken by the Company at the request of any Parent Party pursuant to this Agreement, Section 6.17. Anything in this Section 6.17 to the knowledge contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of Parentthe Company Subsidiaries, no event has occurred that (with nor any of their respective officers or without noticedirectors, lapse of timeas the case may be, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing containing any material obligation that is not conditioned upon consummation of the Mergers or (iii) unless promptly reimbursed by Parent, be required to incur any other out of pocket expenses in connection with the Debt Financing. Parent shall promptly reimburse the Company for all reasonable out of pocket costs incurred by the Company or any of the conditions set forth Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their financing sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, gross negligence, willful misconduct, intentional misrepresentation or bad faith. Notwithstanding anything to the contrary provided herein or in the Commitment Letter not being satisfied or (ii) Confidentiality Agreement, that Parent Entities and their Representatives shall be permitted to disclose information consistent with customary practices in connection with the funding contemplated in the Commitment Letter not being made available Debt Financing subject to Parent on a timely basis in order to consummate the transactions contemplated by this Agreementcustomary confidentiality arrangements.

Financing. True(a) Purchaser shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies of to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing Financing as described therein (the “Financing”), subject to promptly as reasonably practicable on the terms and subject only to the conditions set forth therein are attached hereto as Exhibit Bcontained in the Financing Commitments. Purchaser shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Financing Commitments (except for any such amendments, modifications or waivers which, individually or in the aggregate, would not be reasonably expected to prevent, delay or impair the availability of the Financing under the Financing Commitments or the consummation of the Transactions) without the prior written consent of the Sellers, which Commitment Letter includes consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, Purchaser shall use reasonable best efforts to (i) maintain in effect the Financing Commitments, (ii) satisfy on a commitment timely basis (or obtain the waiver of) all conditions applicable to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is Purchaser in full force the Financing Commitments that are within its control and effect and is valid and enforceable against the parties thereto in accordance otherwise comply with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium covenants and other laws of general applicability relating obligations thereunder, (iii) negotiate with the Lenders and other third parties and enter into definitive agreements with respect to or affecting creditors’ rights the Financing on the terms and subject only to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds the conditions contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and Financing Commitments, (iv) consummate the Surviving Corporation to pay the aggregate Merger Consideration Financing (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock or a portion thereof) at or prior to the Merger)Applicable Closing, (v) enforce its rights under the aggregate Option Consideration, any repayment or refinancing of debt contemplated Financing Commitments in the Commitment Letter and fees and expenses event of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources a breach or other failure to fund by a Lender that impedes or delays the commitments under Applicable Closing, and (vi) otherwise cause the Commitment Letter are Lenders to fund on the Applicable Closing Date the Financing (or a portion thereof) required to consummate the transactions to be consummated at the Applicable Closing (including taking enforcement action to cause the Lenders to provide the Financing); provided, that Purchaser shall not subject be required to any agree to terms and conditions other that are, in the aggregate, materially less favorable to Purchaser than as those set forth in the Commitment LetterFinancing Commitments. As Upon the reasonable request of the date Sellers, Purchaser shall inform the Sellers of this Agreement, the status of its efforts to arrange the Financing and any material developments relating to the knowledge Financing. Without limiting the generality of Parentthe foregoing, no Purchaser shall give the Sellers prompt notice: (A) upon becoming aware of any material breach or default (or any event has occurred that (or circumstance that, with or without notice, lapse of timetime or both, could reasonably be expected to give rise to any material breach or default) by Purchaser, or bothto the Knowledge of Purchaser, any other party to any Financing Commitment or definitive document related to the Financing; (B) would constitute a breach or default under of the Commitment Letter by Parent or Merger Sub. Parent has no knowledge receipt of any facts written notice or circumstances other written communication from any Person with respect to any (x) actual or potential breach, default, termination or repudiation by any party to any Financing Commitment or any definitive document related to the Financing of any provisions of any Financing Commitment or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Financing Commitment or any definitive document related to the Financing; and (C) if for any reason Purchaser believes in good faith that are (x) there is a reasonable likelihood to be a material dispute or disagreement between or among any parties to any Financing Commitment or any definitive document related to the Financing or (y) it is reasonably likely that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitments or the definitive documents related to the Financing. As soon as reasonably practicable, but in any event within five (5) Business Days after the date the Sellers deliver to Purchaser a written request, Purchaser shall provide any information reasonably requested by the Sellers relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Purchaser shall refrain from taking, directly or indirectly, any action that is reasonably likely to result in (i) the failure of any conditions contained in the Financing Commitments or any definitive agreement related thereto. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, Purchaser shall use its reasonable best efforts to arrange and obtain financing as promptly as practicable from alternative sources in an amount sufficient to replace the Financing as promptly as practicable and without the imposition of any new or additional conditions and without any adverse amendment to existing conditions to the Financing, and Purchaser’s obligations under this Section 7.05(a) shall apply to such alternative financing and the agreements related thereto as if such alternative financing is the Financing and any commitment related thereto is the Financing Commitments; provided, that Purchaser shall not be required to agree to terms and conditions with respect to any alternative financing that are, in the aggregate, materially less favorable in any material respect to Purchaser than those set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this AgreementFinancing Commitments.

Financing. True(a) Buyer shall, correct and complete copies of shall cause Parent and its subsidiaries to, use all commercially reasonable efforts to obtain the debt commitment letter dated Financing on the date of this Agreement from affiliates of terms and conditions described in the Commitment Letter, when applicable, any Alternative Financing Commitment or, when applicable, the Commitment Letter or Alternative Financing Commitment, each of Credit Suisse and Deutsche Bank as amended, modified or replaced in accordance with the Financing Modification Requirements (collectively, the “Commitment Letter”) providing for debt financing as described therein (the “FinancingFinancing Commitment”), including using all commercially reasonable efforts (i) to maintain in effect the Financing Commitment and to negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitment or on other terms no less favorable to Buyer, (ii) to satisfy (or cause Parent and its subsidiaries to satisfy) on a timely basis all conditions in such definitive agreements, (iii) subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is contemplated in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceabilityFinancing Commitment, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to consummate the Financing at or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the MergerClosing, (iv) to comply with its obligations under the Financing Commitment and (v) to cause the Persons providing the Financing to fund the Financing contemplated by the Financing Commitment on the Closing Date (including by enforcing its rights under the Financing Commitment). Buyer shall deliver to Seller true and complete copies of all agreements (other than any fee letters and engagement letters) pursuant to which any such alternative source shall have committed to provide Buyer with any portion of the Financing. Buyer shall give Seller prompt notice upon becoming aware of any material breach by any party to the Financing Commitment or any termination of the Financing Commitment. Buyer shall refrain (and shall cause its subsidiaries to refrain) from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the conditions contained in the Financing Commitment or in any definitive agreement related to the Financing. Buyer shall not agree, without Seller’s prior written consent, to or permit any replacement, amendment, supplement or other modification of, or waive any of its rights under, all or a portion of the Financing Commitment if such replacement, amendment, supplement, modification or waiver (1) reduces the aggregate Option Considerationamount of the Financing Commitment, (2) imposes new or additional conditions or otherwise amends, expands or modifies any repayment of the conditions to the Financing in any respect that could make such conditions less likely to be satisfied before the Closing or refinancing that would expand the possible circumstances under which such conditions would not be satisfied by the Closing Date, (3) can reasonably be expected to delay the Closing or the date on which the Financing would be obtained or (4) could adversely impact the ability of debt Buyer and its Affiliates to enforce their rights against other parties to the Financing Commitment or the definitive agreements relating to the Financing (the “Financing Modification Requirements”). In the event that the Buyer becomes aware of any event or circumstance that makes procurement of any portion of the Financing unlikely to occur in the manner or from the sources contemplated in the Commitment Letter Letters, Buyer shall promptly notify Seller and fees shall use all commercially reasonable efforts to arrange as promptly as practicable, but in no event later than one day prior to the Closing Date, any such portion from alternative debt financing sources, on terms and expenses of Parent, Merger Sub and their respective Representatives incurred in connection conditions consistent with the Transactions Financing Modification Requirements (collectivelyany such alternative financing actually obtained by Buyer, the an “Required AmountsAlternative Financing Commitment”). The obligations Buyer shall keep Seller informed on a current basis of the financing sources status of its efforts to fund obtain the commitments Financing, provide Seller with copies of all documents related to the Financing. Notwithstanding anything to the contrary herein, if Buyer’s inability to consummate the Financing is attributable to Seller’s failure to comply with its obligations under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of Sections 5.8(b)(i) and (c)(i), then, for all purposes under this Agreement, Buyer shall not be deemed in breach of the covenant in this Section 5.8(a), the representations in Section 4.10 or the covenant in Section 7.2(a)(iii) with respect to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this AgreementCash Purchase Price.

Financing. True(a) Each of Parent and Merger Sub will use, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse will cause their Affiliates and Deutsche Bank their respective Representatives to use, reasonable best efforts to take (the “Commitment Letter”or cause to be taken) providing for all actions necessary, and proper in order to obtain third party debt financing as described therein (for the “Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws purpose of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay financing the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger)Consideration, the aggregate Option 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 and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with (taking into account the Transactions (collectively, the “Required Amounts”). The obligations anticipated timing of the financing sources Marketing Period), including using its reasonable best efforts (i) to fund negotiate definitive agreements with respect thereto on the commitments under terms and conditions contained in the Commitment Letter are not subject (including any “market flex” provisions applicable thereto), and on such other terms as Parent and the Lenders shall agree, (ii) to satisfy all conditions on a timely basis to obtaining and consummating the Financing applicable to (and within the control of) it set forth in such definitive agreements, and (iii) maintain in effect and comply with the Commitment Letter (including any conditions other than as “flex” provisions set forth in the Commitment Letter, including as specified in any fee letter), including executing and delivering all such documents and instruments as may be reasonably required thereunder. As of Parent shall give the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of timeCompany prompt notice upon becoming aware of, or bothreceiving written notice with respect to, any (x) would constitute a material breach or default under of any provision of the Commitment Letter by a party thereto or (y) unavailability, termination or ineffectiveness of any provision of the Commitment Letter that 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 shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, any Commitment Letter if such amendment, modification or waiver (A) reduces the aggregate amount of Financing below the amount that would be required to consummate the Merger and the other transactions contemplated by this Agreement (including by changing the amount of fees or original issue discount contemplated by the Commitment Letter), (B) 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 Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely Sub to result enforce its rights against the other parties to the Commitment Letter, except, in (i) any each such case, with the prior written consent of the Company; provided, for the avoidance of doubt, that Parent shall be permitted, without the prior written consent of the Company, to amend the Commitment Letter to add lenders, lead arrangers, bookrunners and syndication agents or similar entities, if the addition of such additional parties, individually or in the aggregate, would not delay the availability of the Financing. 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, 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 “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 Commitment Letter not being satisfied availability or (iiterms of the Financing or any Alternate Financing, Parent’s or Merger Sub’s use of efforts in accordance with this Section 6.06(a) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreementor otherwise.

Financing. True(a) Each of Parent and Purchaser shall use, correct and complete copies shall cause their affiliates to use, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Financing Commitment, including using reasonable best efforts (i) to negotiate and enter into the definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitment (or on other terms acceptable to JPMorgan, provided such terms do not contain any conditions to funding the Merger that are not set forth in the Financing Commitment and would otherwise reasonably be expected to impair or delay the consummation of the debt commitment letter dated Financing), (ii) to satisfy on a timely basis all other conditions applicable to Parent or Purchaser, as the date case may be, set forth therein that are within the control of any of Parent or Purchaser and (iii) to consummate the Financing contemplated by the Financing Commitment to fund the Merger, in each case upon the terms contemplated by this Agreement from affiliates (including by taking enforcement action to cause such lender or any other persons providing such Financing to fund such Financing). In the event that any portion of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing becomes unavailable on the terms and conditions set forth therein in the Financing Commitment, without limiting the rights of Parent and Purchaser under Sections 8.2(a) and 9.1(a)(iii), Parent shall promptly notify the Company, and Parent and Purchaser shall use their reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) on terms that will still enable Purchaser to consummate the Transactions and that are attached hereto not less favorable in the aggregate (as Exhibit B, which Commitment Letter includes a commitment to fund any payment made determined by Parent or Merger Sub pursuant and Purchaser in their reasonable judgment) to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub them and the Surviving Corporation to pay Company than those contained in the aggregate Merger Consideration (including in connection with the provisional conversion Financing Commitment. Each of the 5% Preferred Stock into Company Common Stock prior to the Merger)Parent and Purchaser shall refrain from taking, the aggregate Option Considerationdirectly or indirectly, any repayment action that would or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely be expected to result in (i) a failure of any of the conditions set forth contained in the Financing Commitment Letter not being satisfied or (ii) in any definitive agreement related to the funding contemplated in Financing. Neither Parent nor Purchaser shall agree to or permit any amendment, supplement or other modification of, or waive any of their respective rights under, any Financing Commitment or the Commitment Letter not being made available definitive agreements relating to the Financing that would reasonably be expected to impair or delay the consummation of the Financing. Parent on a timely basis in order and Purchaser shall keep the Company reasonably informed of the status of their efforts to consummate obtain the transactions contemplated by this AgreementFinancing.

Financing. True(a) Each of Parent and Merger Sub shall use, correct and complete copies shall cause each of its Affiliates to use, its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable (including complying with its obligation under Section 6.5(b)) to arrange and obtain the full proceeds of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein Financing Commitments (the “Financing”), subject to ) on the terms and conditions set forth therein are attached hereto as Exhibit Bdescribed in the Financing Commitments, which Commitment Letter includes including using its best efforts to (i) maintain in effect the Financing Commitments, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein, (iii) to satisfy (or cause their Affiliates to satisfy) on a commitment timely basis all conditions, and otherwise comply with all terms, applicable to fund any payment made by Parent or and Merger Sub pursuant to Section 7.3. The Commitment Letter is (or their Affiliates) in full force such definitive agreements and effect and is valid and enforceable against (iv) consummate the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds Financing contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and Financing Commitments at or prior to Closing. In the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion event that any portion of the 5% Preferred Stock into Company Common Stock prior to Financing becomes unavailable on the Merger), the aggregate Option Consideration, any repayment or refinancing of debt terms and conditions contemplated in the Commitment Letter Financing Commitments, Parent and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with shall promptly use its best efforts to arrange to obtain any such portion from alternative sources as promptly as practicable following the Transactions (collectively, occurrence of such event but not later than the “Required Amounts”). The obligations last day of the financing sources Marketing Period. Parent shall deliver to fund the commitments under the Commitment Letter are not subject Company true and complete copies of all agreements pursuant to which any conditions other than as set forth in the Commitment Letter. As such alternative source shall have committed to provide Parent and Merger Sub with any portion of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger SubFinancing. Parent has no knowledge shall give the Company prompt notice of any facts material breach by any party of the Financing Commitments or circumstances any termination of the Financing Commitments. Each of Parent and Merger Sub shall refrain (and shall use its best efforts to cause its Affiliates to refrain) from taking, directly or indirectly, any action that are would reasonably likely be expected to result in (i) a failure of any of the conditions set forth contained in the Commitment Letter Financing Commitments or in any definitive agreement related to the Financing. Parent shall keep the Company fully informed in all material respects of the status of Parent’s and Merger Sub’s efforts to arrange the Financing. Parent and Merger Sub shall not being amend, supplement, modify or waive any provision or remedy under the Financing Commitments or the definitive agreements relating to the Financing, without the consent of the Company, which consent shall not be unreasonably withheld or delayed. For the avoidance of doubt, in the event (x) all or a portion of Financing Commitments structured as notes has not been consummated, (y) all conditions contained in Article VII have been satisfied or waived (iiother than those contained in Sections 7.2(c) and 7.3(c) and those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) and (z) the funding bridge facilities contemplated by the Financing Commitments (or alternative financing obtained in accordance with this Section 6.5(a)) are available, then Parent and Merger Sub shall use the Commitment Letter not being made available to Parent on a timely basis in order to consummate proceeds of such bridge financing (or alternative financing) for the purpose of consummating the transactions contemplated by this Agreement.

Financing. True(a) The Buyer shall, at the Buyer’s expense, use commercially reasonable efforts to (i) fully satisfy in all material respects, on a timely basis, all terms, conditions, representations and warranties set forth in the Commitment Letters and (ii) enforce its rights under the Commitment Letters. The Buyer shall use commercially reasonable efforts to enter into definitive agreements with respect to the Financings contemplated by the Commitment Letters on terms and conditions no less favorable to the Buyer than the Commitment Letters as soon as reasonably practicable but in any event at the Closing. The Buyer will furnish correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject such executed definitive agreements to the terms and conditions set forth therein are attached hereto as Exhibit BCompany promptly upon request by the Company. At the Company’s request, which Commitment Letter includes a commitment the Buyer shall keep the Company reasonably informed with respect to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against all material activity concerning the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws status of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds the Financings contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and shall give the Surviving Corporation Company prompt notice of any material adverse change with respect to pay such Financings. Without limiting the aggregate Merger Consideration foregoing, the Buyer agrees to notify the Company promptly, and in any event within two (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock 2) Business Days, if at any time prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in Closing Date (i) any of the conditions set forth in the Commitment Letter not being satisfied shall expire or be terminated for any reason or (ii) the funding contemplated in the any financing source that is a party to any Commitment Letter notifies the Buyer that such source no longer intends to either provide or underwrite financing to the Buyer on the material terms set forth therein. Other than in connection with this Agreement, the Buyer shall not, and shall cause Buyer Parent and such entity’s direct and indirect subsidiaries not being made available to, without the prior written consent of the Company, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition (including the disposition of any capital stock of any Buyer Subsidiary), lease, contract or debt or equity financing, that would reasonably be expected to Parent on materially impair, delay or prevent the Buyer’s obtaining of the Financing contemplated by any Commitment Letter. The Buyer shall not amend or alter, or agree to amend or alter, (i) the Equity Commitment Letter in any manner adverse to the Company without the prior written consent of the Company or (ii) any Debt Commitment Letter in any manner that would materially impair or delay or prevent the transactions contemplated by this Agreement without the prior written consent of the Company. If any Commitment Letter shall be terminated or modified in a timely basis in order manner materially adverse to the Buyer for any reason, the Buyer shall use commercially reasonable efforts to (i) obtain, and, if obtained, will provide the Company with a copy of, a new financing commitment that provides for at least the same amount of financing as contemplated by such Commitment Letter as originally issued; (ii) enter into definitive agreements with respect to such new financing; and (iii) obtain funds under such agreements to the extent necessary to consummate the transactions contemplated by this Agreement; provided that the Buyer shall be under no obligation to obtain or seek to obtain any financing commitment containing terms or funding conditions less favorable to the Buyer or the Merger Sub than those included in such Commitment Letter (as determined in the Buyer’s good faith and reasonable discretion). In the event that, after use of Buyer’s commercially reasonable efforts, Buyer is unable to obtain such new financing as described in the immediately preceding sentence, then the Company may, in its sole discretion, propose an alternative new financing that provides for at least the same amount of financing as contemplated by the Commitment Letters as originally issued on terms that are not less favorable to the Buyer and its Affiliates than those set forth in the Commitment Letters as originally issued (as determined in the Buyer’s good faith and reasonable discretion), and Buyer shall use commercially reasonable efforts to enter into definitive agreements with respect to such alternative new financing and obtain funds under such agreements to the extent necessary to consummate the transactions contemplated by this Agreement. In the event that a new Debt Commitment Letter is executed in accordance with this Section 6.17, then such new Debt Commitment Letter shall be the “Debt Commitment Letter” for purposes of this Agreement.

Financing. True, correct (a) Parent shall use (and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of shall cause each of Credit Suisse its Subsidiaries to use) its commercially reasonable efforts to take, or cause to be taken, all actions and Deutsche Bank to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Financing on the terms described in the Commitment Letter or on such other terms that are acceptable to Parent (to the “Commitment Letter”) providing for debt financing as described therein (the “Financing”extent in compliance with Section 6.17(b)), subject including using commercially reasonable efforts to (i) satisfy on a timely basis all conditions applicable to Parent set forth in the Commitment Letter that are within its control, (ii) maintain in effect the Commitment Letter or definitive agreements with respect thereto, (iii) negotiate and enter into definitive agreements with respect to the Commitment Letter on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub Letter or on such other terms that are acceptable to Parent (to the extent in compliance with Section 6.17(b)) and enforce its rights under the Surviving Corporation to pay Commitment Letter and (iv) consummate the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock Financing at or prior to the Merger)Closing; provided, however, that if funds in the aggregate Option Consideration, any repayment or refinancing of debt contemplated amounts and on the terms set forth in the Commitment Letter and fees and expenses of become unavailable to Parent, Merger Sub Parent shall use (and their respective Representatives incurred in connection with the Transactions shall cause each of its Subsidiaries to use) commercially reasonable efforts to obtain alternative debt financing (collectively, the “Required AmountsAlternative Financing”). The obligations of ) in amounts and otherwise on terms and conditions no less favorable in the financing sources aggregate to fund the commitments under the Commitment Letter are not subject to any conditions other Parent than as set forth in the Commitment LetterLetter or on such other terms that are acceptable to Parent (to the extent in compliance with Section 6.17(b)); provided, that if Parent proceeds with Alternative Financing, it shall be subject to the same obligations as set forth in this Section 6.17 with respect to the Financing. As Parent shall promptly notify the Company of (i) the expiration or termination (or attempted or purported termination, whether or not valid) of the date of this AgreementCommitment Letter, (ii) any refusal by the Lender to provide or any stated intent by the knowledge of ParentLender to refuse to provide the full financing contemplated by the Commitment Letter, no (iii) any breach or default (or any event has occurred that (or circumstance that, with or without notice, lapse of time, time or both) , would constitute a reasonably be expected to give rise to any breach or default under default) by any Financing Source party to the Commitment Letter or definitive document related to the Financing of which Parent becomes aware or (iv) receipt of any written notice or other written communication from the Lender with respect to any actual or potential breach, default, termination or repudiation by any party to the Commitment Letter or any definitive document related to the Financing; provided that in no event will Parent be under any obligation to disclose any information that is subject to attorney client or Merger Subsimilar privilege if Parent shall have used its commercially reasonable efforts to disclose such information in a way that would not waive such privilege. Parent has no knowledge shall not replace, amend or waive the Commitment Letter (including, for the avoidance of doubt, any provision of any facts Fee Letter) without the Company’s prior written consent if such replacement, amendment or circumstances that are reasonably likely to result in waiver (i) any reduces the aggregate amount of the conditions set forth in Financing below the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order amount required to consummate the transactions contemplated by this Agreement, or (ii) imposes new or additional conditions, or otherwise expands any of the conditions, to the receipt of Financing in a manner that would (A) reasonably be expected to delay or prevent the Closing or (B) adversely impact in any respect the ability of Parent to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby (provided, that, for the avoidance of doubt, Parent may replace or amend the Commitment Letter and the Fee Letters solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof). Parent shall provide to the Company copies of any commitment letter and fee letters (it being understood that any such fee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms (including economic flex terms)) associated with a replacement Financing or Alternative Financing as well as any amendment or waiver of any commitment letter (including the Commitment Letter) or fee letter (it being understood that any such amendment or waiver of any fee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms (including economic flex terms)) that is permitted hereunder.

Financing. True, correct and complete copies As of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank Agreement, Acquiror has received an executed commitment letter dated October 30, 2006 (the “Commitment Letter”) providing for debt financing as described therein from Credit Suisse and Credit Suisse Securities (the USA) LLC (“FinancingLender”), pursuant to which Lender has committed, subject to the terms and conditions set forth therein are attached hereto as Exhibit Btherein, which to provide to Parent the amount of financing set forth in the Commitment Letter includes a (the “Financing”), to complete the transactions contemplated hereby. A true and complete copy of the Commitment Letter has been previously provided to the Company. Acquiror has fully paid any and all commitment fees or other fees required by such Commitment Letter to fund any payment made by Parent or Merger Sub pursuant to Section 7.3be paid as of the date hereof. The As of the date hereof, the Commitment Letter is valid and in full force and effect effect, does not contain any material misrepresentation by Parent (other than those resulting from inaccurate information, if any, provided by the Company) and is valid and enforceable against no event has occurred which (with or without notice, lapse of time or both) would constitute a breach thereunder on the parties thereto part of Parent or Acquiror. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)contemplated by the Commitment Letter. The aggregate proceeds contemplated to be provided by the Commitment Letters Letter, together with available cash of Parent and Acquiror, will be sufficient for Merger Sub Acquiror and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger)Consideration, the aggregate consideration to be paid to each holder of a Company Option Considerationand other awards pursuant to Section 3.5, any repayment or refinancing of debt contemplated in the Commitment Letter and the fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”)transactions contemplated hereby. The obligations of the financing sources fee letter between Parent and Lender referred to fund the commitments under in the Commitment Letter are does not subject to contain any conditions precedent or other than as contingencies related to the funding of the full amount of the Financing or any provisions that could reduce the aggregate amount of the Financing set forth in the Commitment Letter or the aggregate proceeds contemplated by the Commitment Letter. As of the date hereof, none of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent Acquiror has no knowledge of any facts or circumstances reason to believe that are reasonably likely to result in (i) any of the conditions set forth in to the Commitment Letter Financing will not being be satisfied or (ii) that the funding contemplated in the Commitment Letter Financing will not being made be available to Parent and Acquiror on a timely basis in order to consummate the transactions contemplated by this AgreementClosing Date.

Financing. True(a) To the extent that Parent does not have cash currently available that is sufficient to enable it to consummate the Merger, correct Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and complete copies to do, or cause to be done all things necessary, proper or advisable to arrange and procure and have available, as of the debt commitment letter dated Closing, funds sufficient to pay the date Required Amount. In furtherance of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank the foregoing, Parent shall use its reasonable best efforts to (the “Commitment Letter”i) providing for debt financing as described therein (the “Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is maintain in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration Letter, (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger)ii) satisfy on a timely basis (or, the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of if deemed advisable by Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any seek a waiver of) all conditions other than as set forth in the Commitment Letter. As of , (iii) cause the date of this AgreementFinancing Sources to fund, subject to the knowledge of Parent, no event has occurred that (with satisfaction or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any waiver of the conditions set forth in the Commitment Letter, the Financing on or before the Closing Date, (iv) negotiate and enter into the definitive agreements with respect to the Financing (collectively, the “Debt Documents”) (and maintain in effect and comply in all material respects with the terms thereof) on terms and conditions contemplated by the Commitment Letter (or, if available, on other terms that (1) would not reasonably be expected to materially delay or adversely affect the ability of Parent to consummate the transactions contemplated hereby and (2) are not less favorable to Parent than the terms and conditions (including “flex” provisions) described in the Commitment Letter), which agreements shall be in effect no event later than the Closing (provided that, any Debt Documents relating to any bridge facility shall not be required until reasonably necessary in connection with the funding of the Financing), (v) enforce its rights under the Commitment Letter and the Debt Documents in the event of a breach by any Financing Source under the Commitment Letter or Debt Documents relating thereto (it being satisfied understood and agreed that under no circumstances shall this clause (v) be construed to require Parent, Merger Sub or any of their respective affiliates to initiate or maintain any Action against any Financing Source) and (vi) furnish to the Company copies of all executed material Debt Documents (and, upon the reasonable written request of the Company, drafts thereof to the extent reasonably practicable). Prior to the Closing, Parent shall not agree to, or permit, any amendment, replacement, modification or supplement of, or waiver under, the Commitment Letter (it being understood that the exercise of any “flex” provisions shall not be deemed to be an amendment, replacement, modification, supplement or waiver) without the prior written consent of the Company, in each case, which would: (A) reduce the net cash proceeds of the Financing provided for in the Commitment Letter (including by changing the amount of fees or original issue discount contemplated by the Commitment Letter) to an amount such that Parent will not have available, as of the Closing, funds sufficient to pay the Required Amount; (B) adversely expand the conditions to the funding of the Financing beyond those expressly set forth in the Commitment Letter, adversely amend or modify any of such conditions (including by making any such conditions less likely to be satisfied) or impose any new or additional condition to the receipt or funding of the Financing at the Closing, in each case, in a manner that would or would be reasonably likely to make it less likely that the Financing would be funded or would otherwise prevent, materially delay or impair the transactions contemplated by this Agreement or otherwise adversely affect the ability of Parent to consummate the transactions contemplated herein; or (iiC) adversely impact in any material respect the funding ability of Parent or Merger Sub to enforce its rights against any of the Financing Sources; provided that Parent and Merger Sub may amend, supplement or modify the Commitment Letter with respect to “flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Commitment Letter as of the date of this Agreement. Parent shall deliver to the Company true, correct and complete copies of any amendment, modification, supplement, consent or waiver to or under the Commitment Letter as promptly as practicable after execution thereof. Without limiting the foregoing provisions of this Section 6.14, if any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (after taking into account “flex” provisions), Parent shall use reasonable best efforts to arrange to obtain alternative financing, including from alternative sources, on terms and conditions (including fees and the “flex” provisions) not being made available less favorable, taken as a whole, than those set forth in the Commitment Letter (in the reasonable judgment of Parent), in an amount such that Parent will have available, as of the Closing, funds sufficient to pay the Required Amount (“Alternative Financing”) and, for all purposes of this Agreement, all references to the Financing (including the Financing Sources) shall be deemed to include such Alternative Financing (and the financial institutions and other entities with respect to such Alternative Financing) and all references to the Commitment Letter shall include the applicable commitment documents for the Alternative Financing. Parent on shall provide a timely basis true, correct and complete copy of the commitment letter and related fee letter with respect to any such Alternative Financing to the Company (with only fee amounts and other economic terms, and the rates and amounts included in order the “flex” provisions, redacted in a customary manner for transactions of this nature, none of which redacted provisions would reasonably be expected to adversely affect the conditionality, availability, enforceability, termination or amount of the Financing) as promptly as practicable after execution thereof. Notwithstanding anything to the contrary in this Agreement, compliance by Parent with this Section 6.14(a) shall not relieve Parent or Merger Sub of their obligation to consummate the transactions contemplated by this Agreement, whether or not the Financing is available. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 6.14 shall require, and in no event shall the reasonable best efforts of Parent be deemed or construed to require, Parent to pay any fees to sources of debt in excess of those contemplated by the Commitment Letter. Parent shall, upon the reasonable written request of the Company, keep the Company informed on a reasonably current basis in reasonable detail of any material developments in its efforts to arrange the Financing.

Financing. True(a) Parent and Sub shall use, correct and complete copies shall cause their controlled Affiliates to use, their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable, and to execute and deliver, or cause to be executed and delivered, such instruments and documents as may be required, to arrange the Financing as promptly as reasonably practicable on the terms and subject only to the conditions contained in the Credit Agreement. For the avoidance of doubt and notwithstanding anything to the contrary, each of Parent and Sub acknowledge and agree that its obligation to consummate the Transactions on the terms and subject to the conditions set forth herein is not conditioned upon the availability or consummation of the debt commitment letter dated Financing, the date availability of this any replacement financing or receipt of the proceeds therefrom. Parent and Sub shall use, and cause their controlled Affiliates to use, their reasonable best efforts (i) to enforce their rights under the Credit Agreement from affiliates of each of and (ii) to avoid any event or circumstance that impedes or delays Closing, including, in the event that all conditions to the Credit Suisse and Deutsche Bank Agreement have been satisfied (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”or upon funding will be satisfied), subject to cause the lenders thereunder to fund on the Closing Date the Financing required to consummate the Transactions. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Credit Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order and such portion is required to consummate the transactions contemplated Transactions, Parent shall, as promptly as practicable, use its reasonable best efforts to arrange and obtain alternative financing from alternative financial institutions in an amount sufficient to consummate the Transactions. Parent shall give the Company prompt written notice of any material breach by this any party to the Credit Agreement or any condition to the Financing becoming unable to be satisfied, in each case, of which Parent becomes aware, or of any termination of the Credit Agreement. Parent shall keep the Company informed on a reasonably current basis of the status of the Financing.

Financing. True, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”a) providing for debt financing as described therein (the “Financing”), subject Subject to the terms and conditions set forth therein of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to obtain the Financing on the terms and conditions described in the Financing Documents, including (i) maintaining in effect the Financing Documents until the Transactions are attached hereto consummated, (ii) satisfying on a timely basis all conditions to the closing of and funding under the Financing Documents applicable to Parent and/or Merger Sub that are within its control, including paying when due all commitment fees and other fees arising under the Financing Documents as Exhibit Band when they become due and payable thereunder, which Commitment Letter includes a commitment (iii) consummating the Financing at or prior to the Effective Time and (iv) subject to Section 9.08, enforcing the parties’ funding obligations (and the rights of Parent and Merger Sub) under the Financing Documents to the extent necessary to fund any payment made by the Merger Consideration; provided that Parent or and/or Merger Sub pursuant may amend or modify the Financing Documents, and/or elect to Section 7.3. The Commitment Letter is replace all or any portion of the Debt Financing with alternative debt financing (the “Alternative Financing”), in full force and effect and is valid and enforceable against each case only so long as (A) the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by of the Commitment Letters Financing (as amended or modified, including the Alternative Financing, if applicable), will be sufficient for Merger Sub and the Surviving Corporation to pay (1) the aggregate Merger Consideration and (including 2) any other amounts required to be paid in connection with the provisional conversion consummation of the 5% Preferred Stock into Company Common Stock prior Transactions upon the terms and conditions contemplated hereby and (B) such amendment or modification or the Alternative Financing would not prevent, materially delay or materially impede or impair the ability of Parent and Merger Sub to consummate the Transactions. Parent shall deliver to the Merger), Company true and complete copies of all Contracts or other arrangements pursuant to which any alternative sources have committed to provide the aggregate Option Consideration, Alternative Financing (the “Alternative Financing Documents”) as promptly as practicable after execution thereof. In the event any repayment or refinancing portion of debt the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter and fees and expenses of ParentFinancing Documents, Merger Sub and their respective Representatives incurred in connection with Parent shall promptly notify the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this AgreementCompany.

Financing. True(a) Purchaser shall not permit any amendment or modification to be made to, correct and complete copies or any waiver of any provision or remedy under, or replace, the Debt Financing Commitment if such amendment, modification, waiver or replacement (i) (A) reduces the aggregate amount of the debt commitment letter dated Debt Financing (including by changing the date amount of this Agreement from affiliates fees to be paid or original issue discount of each the Debt Financing) or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject conditions to the terms and conditions set forth therein are attached hereto as Exhibit Breceipt of the Debt Financing, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered each case in a proceeding in equity manner that would reasonably be expected to (1) delay or at law). The aggregate proceeds contemplated to be provided by prevent the Commitment Letters will be sufficient for Merger Sub and Closing, (2) delay or impair the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion availability of the 5% Preferred Stock into Company Common Stock prior Debt Financing at Closing or impede the satisfaction of the conditions to obtaining the Debt Financing at Closing, or (3) otherwise adversely impact the ability of Purchaser to enforce its rights against other parties to the Merger), Debt Financing Commitment or the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection definitive agreements with the Transactions respect thereto (collectively, the “Required AmountsRestricted Financing Commitment Amendments”). The obligations ) (provided that, subject to the limitations set forth in this Section 6.11, Purchaser may amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitment as of the financing sources date hereof, but only if the addition of such additional parties, individually or in the aggregate, would not result in the occurrence of a Restricted Financing Commitment Amendment), or (ii) results in the early termination of the Debt Financing Commitment, and shall use its reasonable best efforts to fund take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the commitments under Debt Financing on the terms and conditions described in the Debt Financing Commitment Letter are not subject and to cause the conditions described in clause (y) of the final proviso to the definition of “Marketing Period” set forth in Section 1.01 to be satisfied as promptly as practicable, including using its reasonable best efforts to (A) maintain in effect the Debt Financing Commitment (including by complying with so-called “flex” provisions) until the funding of the Debt Financing at or prior to Closing, (B) satisfy on a timely basis (or obtain a waiver of) all conditions and covenants applicable to Purchaser to obtaining the Debt Financing at Closing as set forth therein, (C) negotiate, execute and deliver definitive agreements with respect to such Debt Financing on the terms and conditions (including the “flex” provisions) contemplated by the Debt Financing Commitment (and provide copies thereof to Seller), (D) fully pay any and all commitment fees or other fees required by the Debt Financing Commitment and (E) upon satisfaction of the conditions other than as set forth in the Commitment LetterDebt Financing Commitment, consummate the Debt Financing at or prior to Closing. As In the event any portion of the date of this AgreementDebt Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Financing Commitment, Purchaser shall promptly notify Seller and shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain alternative financing from alternative sources (x) with conditions to the knowledge funding of Parentthe Debt Financing not materially less favorable to the interests of Seller than those included in the Debt Financing Commitment and (y) in an amount sufficient to consummate the transactions contemplated hereby, no including the payment of the Estimated Cash Consideration, the amounts to be paid pursuant to Section 3.05 (if any) and all related fees and expenses promptly following the occurrence of such event, and in any event has occurred that prior to or on the Closing Date. Purchaser shall promptly deliver to Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Seller with any portion of the Debt Financing. Purchaser shall keep Seller reasonably informed and in reasonable detail with respect to all material developments concerning the Debt Financing. Without limiting the generality of the foregoing, Purchaser shall promptly (and, in any event, within one (1) Business Day) notify Seller in writing (1) of any breach or default (or any event or circumstance that, with or without notice, lapse of time, time or both) would constitute a both could reasonably be expected to give rise to any breach or default under default) by any party to the Debt Financing Commitment Letter or the definitive agreements with respect thereto, (2) of the receipt by Parent Purchaser or Merger Sub. Parent has no knowledge any of its Affiliates or their respective employees, agents or representatives of any facts notice or circumstances that are reasonably likely other communication from any Person with respect to result in any (iA) actual or potential breach, default, termination or repudiation by any party to the Debt Financing Commitment or any definitive agreement related thereto or any provision of the conditions set forth Debt Financing contemplated pursuant to the Debt Financing Commitment or any definitive agreement related thereto (including any proposal by any lender named in the Debt Financing Commitment Letter not being satisfied or any definitive agreement related thereto to withdraw, terminate or make a material change in the terms of (including the amount of financing contemplated by) the Debt Financing Commitment) or (iiB) material dispute or disagreement between or among any parties to the funding Debt Financing Commitment or any definitive agreement related thereto and (3) if for any reason Purchaser believes in good faith that there is a material possibility that it will not be able to obtain all or any portion of the financing contemplated in the Debt Financing Commitment Letter not being made available to Parent on a timely basis the terms, in order to consummate the transactions manner or from the sources contemplated by the Debt Financing Commitment or the definitive agreements related thereto. References in this AgreementAgreement to “Debt Financing” shall include the financing contemplated by the Debt Financing Commitment as permitted by this Section 6.11 to be amended, modified or replaced (including, replacement with alternative financing and alternative financing commitments pursuant to this Section 6.11) and references to “Debt Financing Commitment” shall include such documents as permitted by this Section 6.11 to be amended, modified or replaced (including replacement with alternative financing commitments pursuant to this Section 6.11), in each case from and after such amendment, modification or replacement. Prior to the consummation of the Debt Financing, Purchaser shall not, and shall not permit any of its Subsidiaries, to accept any offer for all or any substantial part of the capital stock of Purchaser or the Business.

Financing. True, correct and complete copies (a) Parent shall use its reasonable best efforts to obtain the proceeds of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Debt Financing on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated described in the Commitment Letter and fees Fee Letter, including using reasonable best efforts to (i) maintain in effect the Commitment Letter and expenses of ParentFee Letter in accordance with their terms, Merger Sub and their respective Representatives incurred in connection (ii) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the Transactions terms and conditions contained therein (collectivelyincluding, as necessary, the “Required Amounts”). The obligations of flex” provisions contained in the financing sources to fund Fee Letter) and (iii) satisfy (or, if deemed advisable by Parent, obtain the commitments under the Commitment Letter are not subject to any waiver of) on a timely basis all conditions other than as set forth in the Commitment Letter, Fee Letter and the Definitive Agreements and comply with its obligations thereunder. As of In the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the all conditions set forth contained in the Commitment Letter not being and Fee Letter have been satisfied or (ii) and Parent is required to consummate the funding contemplated in Closing pursuant to Section 2.4, Parent shall use reasonable best efforts to cause each Lender to fund its respective committed portion of the Commitment Letter not being made available to Parent on a timely basis in order Debt Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date. Parent shall not, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to, or any waiver of any provision (including any remedy) under, or voluntarily replace (it being understood that any Alternative Debt Financing shall not be deemed a voluntary replacement for purposes of the sentence), the Commitment Letter or Fee Letter if such amendment, modification, or waiver or voluntary replacement (w) adds new (or adversely modifies any existing) conditions to the consummation of the Debt Financing as compared to those in the Commitment Letter and Fee Letter as in effect on the date of this Agreement, (x) adversely affects the ability of Parent to enforce its 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 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, or (z) would otherwise reasonably be expected to prevent, impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement; provided, that for the avoidance of doubt no consent from the Company shall 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).

Financing. True(a) Parent shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies of to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit Bdescribed in the Commitment Letter, which including using reasonable best efforts to (i) maintain in effect the Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force Letter, (ii) negotiate definitive agreements with respect thereto on terms and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds conditions contemplated to be provided by the Commitment Letters will Letter (or on terms which would not reasonably be sufficient for Merger Sub and expected to delay or prevent the Surviving Corporation to pay Closing or make the aggregate Merger Consideration (including in connection with the provisional conversion funding of the 5% Preferred Stock into Company Common Stock prior Financing less likely to occur) and execute and deliver to the Merger)Company a copy thereof concurrently with such execution, the aggregate Option Consideration, any repayment or refinancing of debt contemplated (iii) satisfy on a timely basis all conditions in the Commitment Letter and fees the definitive agreements for the Financing that are within Parent’s control and expenses of Parent, Merger Sub comply with its obligations thereunder and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments iv) enforce its rights under the Commitment Letter are in the event of a breach by the Financing Sources that impedes or materially delays Closing, including seeking specific performance of the parties thereunder. In the event that all conditions to the Financing Sources’ obligations under the Commitment Letter have been satisfied or, upon funding will be satisfied, Parent and Merger Sub shall, except where Parent has available to it sufficient funding from any alternative financing, use their reasonable best efforts to cause the Financing Sources to fund on the Closing Date the Financing required to consummate the Merger and the other transactions contemplated by this Agreement (including by taking enforcement action, including seeking specific performance, to cause the Financing Sources to fund such Financing). Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter shall not subject (A) expand upon the conditions precedent to any conditions other than the Financing as set forth in the Commitment Letter. As Letter or (B) prevent or impede or materially delay the consummation of the date of Merger and the other transactions contemplated by this Agreement, . Without limiting the obligations of Parent under this Section 6.12 with respect to the knowledge Commitment Letter, it is understood and agreed that Parent intends to seek to substitute other financing for the Financing (such as the issuance of Parent, no event has occurred the “Notes,” as that (with term is used in the Commitment Letter) and it is agreed that Parent shall have the right to substitute other debt or without notice, lapse equity financing for all or any portion of time, the Financing from the same or both) would constitute a breach or default alternative financing sources. If the Financing under the Commitment Letter by becomes unavailable in an amount such that Parent or and Merger Sub. Sub will not be able to satisfy their obligations under this Agreement, Parent has no knowledge of any facts or circumstances that are shall use its reasonable best efforts to obtain, as promptly as reasonably likely to result practicable, alternative financing from alternative financial institutions in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order an amount sufficient to consummate the transactions contemplated by this Agreement. Parent shall give the Company prompt written notice of any material breach by any party to the Commitment Letter or of any condition that would not be satisfied, in each case, of which Parent becomes aware or any termination of the Commitment Letter. Parent shall keep the Company informed on a reasonably prompt basis of the status of its efforts to arrange the Financing.

Financing. True(a) Parent and Merger Sub shall use their reasonable best efforts to take, correct or cause to be taken, all actions and complete copies use their reasonable best efforts to do, or cause to be done, all things necessary or advisable to arrange the Debt Financing and to consummate the Debt Financing at the Effective Time, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter; (ii) satisfy on a timely basis all of the debt commitment letter dated conditions precedent set forth in the Debt Commitment Letter; (iii) negotiate, execute and deliver definitive documentation for the Debt Financing that reflects the terms contained in the Debt Commitment Letter (subject to any market flex provisions); and (iv) 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 Letter occurs, Parent shall (A) promptly notify the Company of such breach and (B) 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 not materially less favorable to Parent or Merger Sub, as promptly as practicable following the occurrence of such event. Without the Company’s prior written consent (which shall not be unreasonably conditioned, withheld or delayed), Parent shall not agree to or permit any amendment, replacement, reduction, supplement, or other modification of, or waive any of its material rights under, the Debt Commitment Letter, if such amendment, replacement, supplement or other modification or waiver would reasonably be expected to prevent, materially delay, or materially impede the consummation of the Debt Financing (or would add any material additional conditions to the availability of the Debt Financing or any replacement 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 from affiliates of each of Credit Suisse and Deutsche Bank (or to reflect changes to the “Debt Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject Letter made pursuant to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Fee Letter (as defined in the Debt Commitment Letter). Neither Parent nor Merger Sub shall consent to any 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 Debt Commitment Letter. As Parent and Merger Sub shall consult with and keep the Company reasonably informed of the date status of this Agreement, their efforts to arrange the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under Debt Financing and the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this AgreementBond Financing.

Financing. True(a) Each of Parent and Merger Sub shall use, correct and complete copies of cause its 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 obtain the debt commitment letter dated Financing on the date of this Agreement from affiliates of each of Credit Suisse terms and Deutsche Bank conditions described in the Financing Commitments, including using (and causing their Affiliates to use) their respective reasonable best efforts to (i) satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Merger Sub or their Representatives in the Financing Commitments, (ii) cause the lenders and any other Persons providing the Debt Financing (“Commitment LetterDebt Financing Sources”) providing for debt financing as described therein to fund the Debt Financing at the Effective Time and (the “Financing”), iii) subject to the terms and conditions set forth therein are attached hereto as Exhibit Bof the Equity Commitment Letter, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against cause the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated Equity Financing to be provided by funded at the Commitment Letters will be sufficient for Merger Sub and Effective Time. In the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion event any portion of the 5% Preferred Stock into Company Common Stock prior to Financing becomes unavailable on the Merger), the aggregate Option Consideration, any repayment or refinancing of debt terms and conditions contemplated in the Commitment Letter Financing Commitments, Parent and fees and expenses of Parent, Merger Sub shall use their respective reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources, on terms not in the aggregate less favorable to Parent and Merger Sub (and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other Affiliates) than as those set forth in the Commitment Letter. As of Financing Commitments as in effect on the date of this Agreement, in an amount sufficient, when added to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any portion of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order Financing that is available, to consummate the transactions contemplated by this Agreement (the “Alternative Financing”); provided, that, notwithstanding anything to the contrary in this Section 6.8 or in any other provision of this Agreement, in no event shall Parent or Merger Sub be required to amend or waive any of the terms or conditions hereof. Parent shall deliver to the Company as promptly as practicable (and no later than two (2) Business Days) after such execution, true and complete copies of all agreements or other arrangements pursuant to which any such alternative sources shall have committed to provide any such Alternative Financing (the “Alternative Financing Agreements”).

Financing. True(a) Each of Parent and Merger Sub shall use their reasonable best efforts to take, correct or cause to be taken, all actions and complete copies to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the debt commitment letter dated Financing, including using reasonable best efforts to (i) with respect to the date of this Agreement from affiliates of each of Credit Suisse Debt Financing Commitments negotiate and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to enter into definitive agreements with respect thereto on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated contained in the Commitment Letter Debt Financing Commitments and fees and expenses (ii) satisfy on a timely basis all conditions within the control of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub, and otherwise comply with all terms, applicable to Parent and Merger Sub in such definitive agreements. Parent has no knowledge of In the event any facts or circumstances that are reasonably likely to result in (i) any portion of the Financing becomes unavailable on the terms and conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order Financing Commitments and such portion is reasonably required to consummate the transactions contemplated by this Agreement, Parent and Merger Sub shall promptly notify the Company and shall use their reasonable best efforts to arrange to obtain any such portion from alternative sources upon terms and conditions no less favorable to Parent and Merger Sub (in the reasonable judgment of Parent) than those contained in the applicable Financing Commitments as promptly as practicable following the occurrence of such event. Parent shall deliver to the Company true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Parent and Merger Sub with any portion of the Financing. Parent shall give the Company prompt notice of any material breach (of which Parent becomes aware) by any party to the Financing Commitments or any termination of the Financing Commitments. Each of Parent and Merger Sub shall refrain from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the conditions contained in the Financing Commitments or in any definitive agreement related to the Financing. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing. Parent and Merger Sub may agree to or permit any amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, the Financing Commitments or the definitive agreements relating to the Financing and may obtain financing in substitution of all or a portion of the Financing, so long as they consult with the Company and promptly provide the Company with such information it may reasonably request regarding any alternative financing arrangements or plans. For the avoidance of doubt, if the Financing (or any alternative) has not been obtained by the Outside Termination Date, Parent and Merger Sub shall continue to be obligated to consummate the Merger on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2 of this Agreement and to Parent’s rights under Section 7.1, regardless of whether Parent and Merger Sub have complied with all of their obligations under this Agreement (including their obligations under this Section 5.11).

Financing. TruePrior to the Closing, correct and complete copies the Company shall use its reasonable efforts, at Parent’s sole expense, to assist Parent in a refinancing of all or any portion of the debt commitment letter dated Indebtedness of the Company existing on the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank hereof (the “Commitment Letter”) providing for debt financing as described therein (the “Debt Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity including: (regardless of whether such enforceability is considered i) participating in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by reasonable number of meetings, presentations and due diligence sessions; (ii) assisting with the Commitment Letters will be sufficient for Merger Sub preparation of one customary offering memorandum and the Surviving Corporation to pay the aggregate Merger Consideration (including one presentation in connection with the provisional conversion Debt Financing; and (iii) executing and delivering any definitive financing documents and certificates as may be reasonably requested by Parent; provided that (a) irrespective of the 5% Preferred Stock 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 Company Common Stock any agreement that is effective before the Effective Time) or that would be effective prior to the Merger)Effective Time, (b) such efforts do not unreasonably interfere with the aggregate Option Considerationongoing operations of the Company and its Subsidiaries, and (c) none of the Company or any repayment of its Subsidiaries shall be required to issue any offering or refinancing information document. None of debt contemplated in the Commitment Letter and fees and expenses Company or any of Parent, Merger Sub and their respective Representatives incurred 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 with the Transactions Debt Financing or any of the foregoing prior to the Effective Time, and Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company, its Subsidiaries and their Representatives in connection with the Debt Financing or any cooperation pursuant to this Section 7.14. Parent shall indemnify and hold harmless the Company, its Subsidiaries and the Representatives from 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 (collectively, 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 “Required Amounts”Company or its Subsidiaries). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, Company hereby consents to the knowledge use of Parent, no event has occurred its and its Subsidiaries’ logos in connection with the Debt Financing; provided that (with such logos shall be used solely in a manner that is not intended or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) harm, disparage or otherwise adversely affect the Company or any of its Subsidiaries. Parent and Merger Sub acknowledge and agree that the conditions set forth in obtaining of the Commitment Letter Debt Financing is not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available a condition to Parent on a timely basis in order Closing and reaffirm their obligation to consummate the transactions contemplated by this AgreementAgreement irrespective and independently of the availability of the Debt Financing, subject to fulfillment or waiver of the conditions set forth in Article VIII.

Financing. True, correct and complete copies of (a) Parent shall use its reasonable best efforts to obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit Bdescribed in the Financing Commitments, which including using its reasonable best efforts (i) to negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (ii) to satisfy on a timely basis all conditions applicable to Parent in such definitive agreements, (iii) to comply with its obligations under the Financing Commitments and (iv) to enforce its rights under the Financing Commitments (it being understood that receipt of such Financing is not a condition to Parent’s and Merger Sub’s obligations to effect the Merger). Parent shall give the 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 timely basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter includes a commitment if such amendment, modification, waiver or remedy reduces the aggregate amount of the Financing, adversely amends the conditions to fund the drawdown of the Financing or is adverse to the interests of the Company in any payment made by other material respect. In the event that Parent becomes aware of any event or Merger Sub pursuant circumstance that makes procurement of any portion of the Financing unlikely to Section 7.3. The Commitment Letter is occur in full force the manner or from the sources contemplated in the Financing Commitments, Parent shall promptly, and effect in any event within 24 hours, notify the Company and is valid shall use its reasonable best efforts to arrange any such portion from alternative sources with terms and enforceable against conditions no less favorable, from the parties thereto in accordance with its termsstandpoint of the Company, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub Parent and the Surviving Corporation than the terms and conditions relating to pay the aggregate Merger Consideration (including in connection with the provisional conversion portion of the 5% Preferred Stock into Company Common Stock prior to Financing being replaced, no later than the Merger)last day of the Marketing Period. For the avoidance of doubt, the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the event that (x) all or any portion of the Debt Financing has not been consummated, (y) all conditions contained in Article VI (other than those contained in Section 6.2(c) and Section 6.3(c) and other than such other conditions that, by their own terms, cannot be satisfied until the Closing) shall have been satisfied or waived and (z) the bridge facilities contemplated by the Debt Commitment Letter and fees the proceeds thereof are available, then Parent and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with shall cause the Transactions (collectively, proceeds of such bridge financing to be used to replace such Debt Financing at the Closing. “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreement.

Financing. True, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”a) providing for debt financing as described therein (the “Financing”), subject Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to arrange and obtain the Financing on the terms and conditions described in the Financing Documents, including using reasonable best efforts to (i) negotiate and enter into the Debt Financing Agreement with respect to, and on the terms and conditions contained in, the term sheet set forth therein are attached hereto as Exhibit B, which out in the Debt Commitment Letter includes a commitment as promptly as reasonably practicable after the date hereof, the terms and conditions of which shall not impose new or additional conditions, or otherwise enhance or expand upon or adversely modify the conditions to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The the closing of the Debt Financing contained in the Debt Commitment Letter is Letter, (ii) maintain in full force and effect and is valid and enforceable against the parties thereto in accordance with its termsFinancing Documents, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or bothiii) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent satisfy on a timely basis all conditions in order the Debt Financing Agreement, (iv) fully enforce its rights under the Debt Financing Agreement and (v) consummate the Financing at the Closing. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in any of the Financing Documents, (x) Parent shall promptly so notify the Company, and (y) each of Parent and Merger Sub shall use its reasonable best efforts to arrange and obtain promptly any such portion from alternative debt financing (the “Alternative Financing”) in an amount sufficient, when added to the portion of the Financing that is available and the Company Cash Financing, to consummate the transactions contemplated by this Agreement on terms and conditions not less favorable, taken as a whole, to Parent and Merger Sub (as determined in the reasonable judgment of Parent) than those in the Debt Commitment Letter or the Debt Financing Agreement. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and, if applicable, the Alternative Financing and shall deliver to the Company as promptly as practicable after such execution, true and complete copies of all Contracts or other arrangements (including fee letters), under which any such Alternative Financings is provided, except for any such Contracts or other arrangements that do not impact the conditionality of the Alternative Financing (the “Alternative Financing Agreements”). To the extent applicable, the obligations of each of Parent and Merger Sub in clauses (ii) to (v) under this Section 6.14(a) shall apply with respect to the Alternative Financing and the Alternative Financing Agreements.

Financing. True(a) Parent shall take, correct or cause to be taken, all actions, and complete copies do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the aggregate Cash Consideration and the funds otherwise necessary to effect the consummation of the debt commitment letter dated transactions contemplated by this Agreement on or prior to the date upon which the Merger is required to be consummated pursuant to the terms hereof. In furtherance and not in limitation of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”)foregoing, subject to the terms and conditions set forth therein are attached hereto as Exhibit Bof this Agreement, which Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to arrange and obtain the Debt Financing on the terms and conditions (including any “market flex” provisions) described in the Debt Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The the terms thereof, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter; (ii) negotiate, execute and deliver definitive documentation for the Debt Financing that reflects the terms contained in the Debt Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any “market flex” provisions included in the fee letters or any fee letters relating to an Alternative Debt Financing) or such other terms that are more favorable to Parent; (iii) satisfy (or seek a waiver of) on a timely basis all of the conditions other than as precedent set forth in the Debt Commitment Letter and any definitive document related to the Debt Financing, in each case that are within the control of Parent and comply with their obligations thereunder; and (iv) to seek to enforce its rights with respect to funding under the Debt Commitment Letter in the event of a breach thereof by the financing provider(s) thereunder. Without the consent of the Company, Parent shall not permit any amendment, supplement, replacement or modification to be made to, or any waiver of any provision under, the Debt Commitment Letter (other than pursuant to “flex” provisions contained in the Debt Commitment Letter. As of the date of this Agreement) if such amendment, supplement, replacement, modification or waiver (A) subject to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely ’s right to result in (i) any of the conditions obtain substitute financing set forth in this Section 7.13, reduces the Commitment Letter not being satisfied aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount) to an amount below the amount needed (ii) the funding contemplated in the Commitment Letter not being made combination with all funds held by or otherwise available to Parent and Sub, including the cash on a timely basis in order hand of the Company) to consummate the transactions contemplated by this Agreement, or (B) imposes new or additional conditions to the initial funding of the Debt Financing or otherwise expands, amends or modifies any of the conditions to the receipt of the initial Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter, in each case, in a manner that would reasonably be expected to (x) delay or prevent or make less likely the funding in full of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date, (y) adversely impact the ability of Parent and Sub to consummate the transactions contemplated hereby or (z) adversely impact the ability of Parent to enforce its rights with respect to funding against other parties to the Debt Commitment Letter or the definitive agreements with respect thereto (provided, that Parent may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities so long as such action would not reasonably be expected to delay or prevent or make less likely the Acceptance Time, Closing or Parent’s ability to consummate the Debt Financing (or satisfaction of the conditions to the Debt Financing)). Parent shall promptly deliver to the Company true, complete and correct copies of any such amendment, supplement, modification or replacement (including, all such amendments, supplements, modifications or replacements that are permitted hereunder).

Financing. True, correct and complete copies of the debt commitment letter dated the date of (a) Notwithstanding anything contained in this Agreement from affiliates of each of Credit Suisse to the contrary, Purchaser acknowledges and Deutsche Bank (agrees that Closing is not conditioned upon Purchaser obtaining any financing. 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 the “Commitment Letter”) providing for debt financing as described therein (Financing on the “Financing”), terms and subject to the terms conditions described in the Financing Commitment (including the “flex” provisions) and conditions set forth therein are attached hereto shall not permit any amendment, supplement or modification to be made to, or any waiver by Purchaser of any provision or remedy under the Financing Commitment (including definitive agreements related thereto) if such amendment, supplement, modification or waiver would (i) reduce the aggregate amount of the net cash proceeds of the Financing (as Exhibit B, which Commitment Letter includes a commitment compared to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws amount of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated by the Financing Commitment as in effect on the date hereof) or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing in a manner that would reasonably be expected to (I) prevent, impede or delay the funding of the Financing or the consummation of the Merger and the other transactions contemplated hereunder, (II) adversely impact the ability of Purchaser to enforce its rights against other parties to the Financing Commitment (including definitive agreements related thereto), provided that Purchaser may replace, amend, supplement or modify the Financing Commitment to add agents, co-agents, lenders, arrangers, joint bookrunners, managers or other entities that have not executed the Financing Commitment as of the date hereof. Purchaser shall promptly deliver to the Company copies of any such replacement, amendment, supplement, modification or waiver. For purposes of this Section 6.06(a), references to “Financing” shall include the debt financing contemplated by the Financing Commitment as permitted to be amended or modified by this Section 6.06(a) and references to “Financing Commitment” shall include such documents as permitted to be amended, modified or substituted by this Section 6.06(a). Without limiting the generality of the foregoing and except to the extent Purchaser has completed an offering of debt securities whose net cash proceeds replace amounts that were to be provided by under the Commitment Letters Financing Commitment, which net cash proceeds have been placed in an escrow account in favor of the bondholders on customary terms for high yield bond offerings and which will be sufficient for Merger Sub available to Purchaser subject solely to conditions precedent that are no more onerous in any material respect than the conditions precedent contained in the Financing Commitment that would have been applicable to the replaced amounts of the Financing, Purchaser shall use its reasonable best efforts to (w) maintain in effect the Financing Commitment until the Merger, the Subsequent Mergers and the Surviving Corporation other transactions contemplated hereby are consummated, (x) negotiate and enter into definitive agreements with respect to pay the aggregate Merger Consideration Financing Commitment (including which with respect to the bridge facilities documentation shall not be required until reasonably necessary in connection with the provisional conversion funding of the 5% Preferred Stock into Company Common Stock Financing) on terms and conditions (including “flex” provisions) no less favorable to Purchaser than those contained in the Financing Commitment, (y) satisfy (or have waived) all conditions and covenants applicable to Purchaser in the Financing Commitment that are within its control at or prior to the MergerClosing, and otherwise comply in all material respects with its obligations under the Financing Commitment (including definitive agreements related thereto), and (z) except to the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources extent Purchaser otherwise has cash resources at Closing to fund the commitments its payment obligations hereunder taking into account upfront and similar fees payable under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, Financing (including to the knowledge of Parentextent any “flex” provisions are implemented), no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any upon satisfaction of the conditions set forth in the Commitment Letter Financing Commitment, consummate the Financing at or prior to the Closing. Purchaser shall keep the Company reasonably informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financing (or replacement thereof) as the Company may reasonably request, and shall provide the Company with copies of all definitive documents related to the Financing and, as the Company may reasonably request from time to time, drafts of such documents posted to a lender syndicate group; provided that the Fee Letters may be redacted in accordance with Section 4.12; provided, that in no event will Purchaser be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Purchaser shall have used its reasonable best efforts to disclose such information in a way that would not being satisfied waive such privilege. Without limiting the generality of the foregoing, Purchaser shall give the Company prompt notice (x) of any material breach or default by any party to any of the Financing Commitments or definitive agreements related to the Financing of which Purchaser becomes aware, (y) of the receipt of (A) any written notice or (iiB) other written communication, in each case from any Financing Source with respect to any (1) material breach of any of its obligations under the funding contemplated Financing Commitment or default, termination or repudiation by any party to any of the Financing Commitments or definitive agreements related to the Financing of any provisions of the Financing Commitments or definitive agreements related to the Financing or (2) material dispute or disagreement between or among any parties to any of the Financing Commitments or definitive agreements related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing (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 (z) if at any time for any reason Purchaser believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the Commitment Letter not being made available to Parent on a timely basis in order to consummate manner or from the transactions sources contemplated by this Agreementany of the Financing Commitments or definitive agreements related to the Financing. As soon as reasonably practicable, but in any event within two Business Days after the Company delivers to Purchaser a written request, Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (x), (y) or (z) of the immediately preceding sentence.

Financing. TrueThe Company shall, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse shall cause its Subsidiaries to, use its reasonable best efforts to have its and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”)their representatives, subject to the terms and conditions set forth therein are attached hereto as Exhibit Bincluding management, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its termspersonnel, subjectattorneys, as to enforceabilityfinancial advisors, to bankruptcy, insolvency, reorganization, moratorium accountants and other laws of general applicability relating to or affecting creditors’ rights professionals, cooperate with Parent and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including its representatives in connection with the provisional conversion arrangements by Parent and Purchaser to obtain the Financing (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 ongoing operations of the 5% Preferred Stock into Company Common Stock prior to and its Subsidiaries or unreasonably interfere with or hinder or delay in any material aspect the Mergerperformance by the Company of its other obligations hereunder), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in including (i) any of the conditions set forth participation in the Commitment Letter not being satisfied or meetings, drafting sessions and due diligence sessions, (ii) furnishing Parent and Purchaser and their financing sources with financial and other pertinent information regarding the funding contemplated Company as may be reasonably requested by Parent, (iii) assisting Parent and Purchaser and their financing sources in the Commitment Letter not being made available preparation of (A) an offering document for any debt raised to Parent on a timely basis in order to consummate complete the transactions contemplated by this AgreementAgreement and (B) materials for rating agency presentations, (iv) mortgaging or otherwise borrowing money against any Owned Real Property, the proceeds of which the Company will hold as cash in furtherance of the Financing and (v) reasonably facilitating the pledge of the Company’s assets as collateral; provided, however, that none of the Company or its Subsidiaries will be required in connection with the Financing or any alternative financing as Parent may obtain or 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 Purchase Time or consummate any of the transactions referred to in clauses (iv) and (v) prior to the Purchase Time. Prior to the Purchase Time, the Company shall (X), when requested by Parent, monetize (at then standard commercial terms at not less than 50% of face value) any auction-rate securities held by the Company or its Subsidiaries (Parent and Purchaser hereby acknowledging that the market for such auction-rate securities are illiquid at the present time) or (Y), 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 Disclosure Schedule.

Financing. True, correct and complete copies (a) Each of the debt commitment letter dated Parent Parties shall use, and shall cause its Affiliates to use, its commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit B(including, which to the extent required, the full exercise of any “flex” provisions) described in the Commitment Letter, and shall not permit any amendment, supplement or modification to be made to, or any waiver of any provision under, the Commitment Letter includes to the extent that such amendment, supplement, modification or waiver (A) reduces (or could have the effect of reducing) the aggregate amount of the Financing below an amount necessary for the Parent to be able to satisfy the Merger Amounts on the Closing Date, or (B) imposes new or additional material conditions or otherwise materially expands upon any of the conditions to the consummation of the Financing on the Closing Date, or (C) expands, amends or modifies any other provision, in a commitment manner materially adverse to fund the Company or that would reasonably be expected to (x) delay or prevent or make materially less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (y) materially adversely impact the ability of any payment made by Parent or Merger Sub pursuant Party to Section 7.3. The enforce its rights against other parties to the Commitment Letter is in full force and effect and is valid and enforceable against or the parties definitive agreements with respect thereto in accordance with its terms(provided that, subject, as notwithstanding the foregoing subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection compliance with the provisional conversion other provisions of the 5% Preferred Stock into Company Common Stock prior to the Mergerthis Section 6.12(a), the aggregate Option Consideration, any repayment Parent Parties may amend or refinancing of debt contemplated in otherwise modify the Commitment Letter to add additional lenders, arrangers, bookrunners and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”agents). Parent shall promptly deliver to the Company copies of any material amendment, supplement, waiver, consent, modification or replacement in respect of the Commitment Letter, and, at the request of the Company, provide the Company with such information and documentation to allow the Company to reasonably monitor the progress of such financing activities. The Parent Parties shall not agree to the withdrawal, termination, repudiation, reduction or rescission of any commitment in respect of the Financing, and shall not release or consent to the termination of the obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth Letter, in each case, without the Commitment Letter. As prior written consent of the date Company. For purposes of this AgreementSection 6.12, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available references to Parent on a timely basis in order to consummate the transactions contemplated by this Agreement.“

Financing. True(a) Parent shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies of to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit Bdescribed in the Commitment Letter, which including using reasonable best efforts to (i) maintain in effect the Commitment Letter includes a commitment and, if entered into prior to fund any payment made by Parent or Merger Sub pursuant the Closing, the definitive documentation with respect to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds Financing contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub Letter (the “Definitive Agreements”), (ii) negotiate and execute the Surviving Corporation to pay Definitive Agreements on terms and conditions contemplated by the aggregate Merger Consideration Commitment Letter (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior any “flex” provisions thereof) and, upon execution thereof, deliver a copy thereof to the Merger)Company, the aggregate Option Consideration, any repayment or refinancing of debt contemplated (iii) satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries in the Commitment Letter and fees Definitive Agreements that are within its control and expenses of Parent, Merger Sub comply with its obligations thereunder and their respective Representatives incurred in connection with not take or fail to take any action that would be reasonably expected to prevent or impede or delay the Transactions (collectively, the “Required Amounts”). The obligations availability of the financing sources Financing, (iv) take each of the actions required of the Company and its Subsidiaries in paragraphs (b)(i) through (b)(xiii) below with respect to fund the commitments itself and its Subsidiaries, and (v) enforce its rights under the Commitment Letter are and Definitive Agreements in the event of a breach or other failure to fund by the Financing Sources that impedes or delays the Closing, including by seeking specific performance of the parties thereunder. In the event that all conditions to the Financing have been satisfied, Parent shall use its reasonable best efforts to cause the lenders and the other persons providing such Financing to fund such Financing on the Closing Date (including by taking enforcement action to cause such lenders and other persons to fund such Financing). Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter or the Definitive Agreements, and/or substitute other debt (but not subject equity financing) for all or any portion of the Financing from the same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter or Definitive Agreements that amends the Financing and/or substitution of all or any portion of the Financing shall not (A) expand upon the conditions other than precedent to the Financing as set forth in the Commitment Letter. As , (B) prevent or impede or delay the consummation of the date Merger and the other transactions contemplated by this Agreement or (C) provide for terms and conditions (including any “flex” provisions) that are, in the aggregate, less favorable to Parent and the Company than those in the Commitment Letter; provided, further, that Parent shall be entitled to substitute debt securities convertible into Parent Common Stock with the prior written consent of this Agreement, the Company (such consent not to be unreasonably withheld or delayed). Parent shall be permitted to reduce the knowledge amount of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default Financing under the Commitment Letter by or Definitive Agreements in its reasonable discretion, provided, that Parent or shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Parent and Merger Sub. Parent has no knowledge , including cash on hand and the proceeds of any facts or circumstances that are reasonably likely loans under existing revolving credit facilities of Parent, to result in consummate the Merger and the other transactions contemplated by this Agreement (i) any including the payment of the Required Refinancing Indebtedness), and provided further that such reduction shall not (I) expand upon the conditions precedent to the Financing as set forth in the Commitment Letter not being satisfied Letter, (II) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement, or (iiIII) provide for other terms and conditions (including any “flex” provisions) that are, in the funding aggregate, less favorable to Parent and the Company than those in the Commitment Letter. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions contemplated in the Commitment Letter not being made available to Parent on a timely basis in order and such portion is reasonably required to consummate the Merger and the other transactions contemplated by this AgreementAgreement (including the payment of the Required Refinancing Indebtedness), Parent shall use its reasonable best efforts to arrange and obtain as promptly as practicable following the occurrence of such event alternative financing from alternative financing sources in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (including the repayment of the Required Refinancing Indebtedness), provided, that without the prior written consent of the Company (not to be unreasonably withheld), no such alternative financing (a) shall be equity financing or (b) shall be on terms and conditions (including any “flex” provisions and conditions to funding) that are not, in the aggregate, at least as favorable to Parent and the Company as those in the Commitment Letter. Parent shall give the Company prompt oral and written notice (but in any event not later than 48 hours after the occurrence) of any material breach by any party to the Commitment Letter or Definitive Agreements or of any condition not likely to be satisfied, in each case, of which Parent becomes aware or any termination or waiver, amendment or other modification of the Commitment Letter or Definitive Agreements. Parent shall keep the Company reasonably informed on a current basis and in reasonable detail of the status of its effort to arrange the Financing and shall provide to the Company copies of all documents related to the Financing (excluding fee letters and engagement letters, except to the extent that such documents contain any conditions to funding, “flex” provisions or other substantive provisions (excluding provisions related solely to fees and economic terms agreed to by the parties) regarding the terms and conditions of the Financing). In the event that Parent commences an enforcement action to enforce its rights under the Commitment Letter or the Definitive Agreements and/or cause the Financing Sources to fund the Financing (any such action, a “Financing Action”), Parent shall (x) keep the Company reasonably informed of the status of the Financing Action and (y) at the request of the Company, shall make Parent’s employees and Representatives (other than any of its investment bankers, financial advisors or Financing Sources) reasonably available to discuss the status of, and material developments with respect to, the Financing Action.

Financing. True, correct and complete copies of (a) Parent shall use its commercially reasonable best efforts to: (i) negotiate definitive agreements with respect to the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Debt Financing on the terms and conditions contemplated by the Financing Commitments or, to the extent the financing contemplated by the Financing Commitments is not available to Parent, on terms that are not materially less favorable, in the aggregate, to Parent and the Company (as determined in the reasonable judgment of Parent, and with such determination based in part of the relevant closing conditions) than the terms of the Debt Financing Commitment and subject to Section 5.12(b); (ii) satisfy on a timely basis all conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment in such Debt Financing Commitments applicable to fund any payment made by Parent or and Merger Sub pursuant that are within their control; (iii) obtain, at or prior to Section 7.3. The Commitment Letter is the Closing Date the financing necessary such that Parent and Merger Sub, in full force either case, will have at and effect and is valid and enforceable against after the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be Closing funds sufficient for Merger Sub and the Surviving Corporation to pay all of the aggregate Merger Consideration (including amounts payable under Article I of this Agreement or otherwise in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter Merger and related fees and expenses of Parent, the parties associated therewith; (iv) fully enforcing the Lender’s obligations (and the rights of Parent and Merger Sub Sub) under the Debt Financing Commitment; and their respective Representatives incurred in connection with (v) fully enforcing the Transactions Sponsors’ obligations (collectively, and the “Required Amounts”)rights of Parent and Merger Sub) under the Equity Financing Commitment. The obligations If any portion of the financing sources to fund Debt Financing becomes unavailable on the commitments under the Commitment Letter are not subject to any terms and conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter Debt Financing Commitments, Parent shall use its commercially reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms not being made available materially less favorable, in the aggregate, to Parent on a timely basis (as determined in order the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach by any party to consummate the transactions contemplated by this AgreementFinancing Commitments, of which Parent becomes aware, or any termination of the Financing Commitments.

Financing. TrueEach of Parent and Merger Sub shall use its reasonable best efforts to take, correct or cause to be taken, all actions, and complete copies to do, or cause to be done, all things necessary, proper or advisable to arrange, and close concurrently with the Closing, debt financing on terms and conditions described in the Debt Commitment Letters and/or any Alternative Financing (as defined below) (including obtaining rating agency approvals, maintaining in effect the Debt Commitment Letters, satisfying on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the financing contemplated by the Debt Commitment Letters, negotiating and entering into definitive agreements with respect to the Debt Commitment Letters on terms and conditions contained therein or with respect to any Alternative Financing, satisfying all conditions applicable to Parent and Merger Sub in such definitive agreements that are within their respective control and, if necessary, borrowing pursuant to the Debt Commitment Letters in the event any “flex” provisions are exercised). Parent shall keep the Company Board informed on a reasonably current basis in reasonable detail of the status of its efforts to comply with the terms of, and satisfy the conditions contemplated by, the Debt Commitment Letters in accordance with this Section 6.12 and shall not, and shall not permit Merger Sub to, agree or permit any amendment, supplement or other modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letters without obtaining the prior written consent of the Company Board if such amendment, supplement or other modification could reasonably be expected to impair, delay or prevent consummation of the Debt Financing. Parent shall give the Company Board prompt notice of any material breach by any party to the Debt Commitment Letters, any termination of any of the Debt Commitment Letters or any other circumstance, event or condition that would reasonably be likely to prevent, delay or impede the consummation of the financing contemplated by the Debt Commitment Letters, to the extent it becomes aware of such breach, termination, circumstance, event or condition. Parent shall not, and shall not permit any of its Affiliates to, without the prior written consent of the Company, take or fail to take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, contract or debt commitment letter dated or equity financing, that could reasonably be expected to materially breach or make materially untrue any representation or warranty contained in the date Debt Commitment Letters or otherwise impair, delay or prevent consummation of this Agreement from affiliates the Debt Financing (or, if applicable, of each any Alternative Financing). In the event that all or any portion of Credit Suisse and Deutsche Bank (the “financing contemplated by the Debt Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Letters becomes unavailable on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Debt Commitment Letter and fees and expenses of ParentLetters, Merger Sub and their respective Representatives incurred Parent shall use its reasonable best efforts to arrange, or if Parent is able to arrange debt financing in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources amounts sufficient to fund the commitments under the Commitment Letter are not subject transactions contemplated hereby on terms and conditions more favorable to any conditions other Parent than as set forth those contained in the Debt Commitment Letter. As Letters, Parent may arrange, in each case as promptly as practicable following the occurrence of such event and after giving the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without Company prior written notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result alternative financing from alternative sources in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order an amount sufficient to consummate the transactions contemplated by this AgreementAgreement on terms that are no less beneficial to Parent or Merger Sub (including with respect to conditionality) and on terms that would not reasonably be expected to prevent, delay or impede the consummation of any remaining financing contemplated by the Debt Commitment Letters or the transactions contemplated by this Agreement (the “Alternative Financing”). For the avoidance of doubt, if the financing provided for by the Debt Commitment Letters has not been or cannot be obtained, Parent and Merger Sub shall continue to be obligated to consummate the Merger on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 7.1 and 7.2 of this Agreement (other than those conditions that by their nature will not be satisfied until the Closing) and to Parent’s rights under Section 8.1, regardless of whether Parent and Merger Sub have complied with all of their other obligations under this Agreement (including their obligations under this Section 6.12).

Financing. True, correct (a) Each of Parent and complete copies of Merger Sub shall use (and cause their Affiliates to use) its reasonable best efforts to obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions described in the Financing Commitments as promptly as practicable, including using its reasonable best efforts (i) to negotiate and finalize definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (ii) to satisfy on a timely basis all conditions applicable to Parent and Merger Sub set forth therein in such definitive agreements that are attached hereto as Exhibit B, which Commitment Letter includes a commitment within either of their control or influence and (iii) to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance comply with its terms, subject, as obligations under the Financing Commitments and consummate the Financing no later than the Closing (subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium the amendment and other laws of general applicability relating to or affecting creditors’ replacement rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawdescribed herein). The aggregate proceeds contemplated to be provided Parent shall give the Company prompt notice upon becoming aware of any material breach by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion any party of the 5% Preferred Stock into Company Common Stock prior to Financing Commitments or any termination of the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses Financing Commitments. Each of Parent, Merger Sub and the Company shall refrain (and shall use their respective Representatives incurred in connection with the Transactions (collectivelyreasonable best efforts to cause their Affiliates to refrain) from knowingly taking, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to directly or indirectly, any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred action that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely be expected to result in (i) a failure or any or the conditions contained in the Financing Commitments or in any definitive agreement related to the Financing. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of material developments relating to the Financing and the status of its efforts to arrange the Financing. Parent shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Financing Commitments or the definitive agreements related to the Financing if such amendment, modification, waiver or remedy reduces the aggregate amount of the Financing available, amends the conditions to the drawdown of the Financing, adds any condition to funding, or would reasonably be expected to adversely impact or delay in any material respect the ability of Parent and Merger Sub to consummate the transactions contemplated hereby or materially reduce the likelihood of the consummation of the transactions contemplated hereby or materially reduce the likelihood of any conditions to funding being satisfied, without first obtaining the Company’s prior written consent. Subject to the terms and conditions contained herein and satisfaction of the Tender Offer Conditions, in the case of the Offer, and the conditions set forth in Article VII, in the Commitment Letter not being satisfied case of the Merger, in the event that all conditions to the Financing Commitments (other than, in connection with the Debt Financing, the availability or (iifunding of any of the Equity Financing) have been satisfied. Parent shall draw down on the funding Financing required to consummate the Offer on the Acceptance Date and the Merger on the Closing Date. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter not being made available Financing Commitments, or Parent becomes aware of any event or circumstance that makes receipt of any portion of the Financing unlikely to occur in the manner and from the sources contemplated in the Financing Commitments, Parent shall promptly notify the Company and shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on a timely basis terms no less beneficial and in order an amount sufficient to consummate the transactions contemplated by this AgreementAgreement as promptly as practicable following the occurrence of such event but in no event later than the End Date. Parent shall deliver to the Company true and complete copies of all definitive agreements pursuant to which any such alternative source shall have committed to provide Parent and Merger Sub with any portion of the Financing. Parent and Merger Sub acknowledge and agree that their respective obligations to consummate the Agreement are not conditioned or contingent upon receipt of the Financing.

Financing. TrueParent and the Purchaser shall use their reasonable best efforts to take, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”)or cause to be taken, subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights all actions and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity do, or at law). The aggregate proceeds contemplated cause to be provided by done, all things necessary, proper or advisable to consummate the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock Financing at or prior to the Merger)Acceptance Time, the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources including using reasonable best efforts to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of maintain in effect the conditions set forth in Financing and the Commitment Letter not being satisfied or Financing Commitments, (ii) enter into definitive financing agreements with respect to the funding contemplated Financing and Financing Commitments, so that such agreements are in effect as promptly as practicable but in any event no later than the Commitment Letter not being made available to Parent Effective Time, (iii) satisfy on a timely basis all Financing Conditions, including by operating the businesses of Parent and the Purchaser in order a manner that will cause the satisfaction of Financing Conditions relating to consummate the financial condition of such businesses, and (iv) in the event that the Financing Conditions have been, or upon funding would be, satisfied, cause the financing providers to fund the full amount of the Financing. Parent and Purchaser shall provide to the Company copies of all final documents relating to the Financing and shall keep the Company reasonably informed of material developments in respect of the financing process relating thereto. If, notwithstanding the use of reasonable best efforts by Parent and the Purchaser to satisfy its obligations under this Section 5.14, any of the Financing or the Financing Commitments (or any definitive financing agreement relating thereto) expire or are terminated prior to the Acceptance Time, in whole or in part, for any reason, or all or any portion of the Financing shall otherwise become unavailable so that Parent will not be able to comply with its obligations contained in this Agreement, Parent and the Purchaser shall (i) promptly notify the Company of such expiration, termination or other event and the reasons therefor, (ii) use their reasonable best efforts to promptly arrange for alternative financing (which shall be in an amount sufficient to pay for the consummation of the transactions contemplated by this Agreement) to replace the financing contemplated by such original commitments or agreements and (iii) use their reasonable best efforts to promptly obtain a new financing commitment that provides for such alternate financing and promptly provide true and complete copies of all agreements relating to such commitment. Upon obtaining any commitment for any such alternative financing, such financing shall be deemed to be a part of the “Financing” and the commitment with respect thereto shall be deemed to be a part of the “Financing Commitments” for all purposes of this Agreement. Parent shall keep the Company informed on a reasonably current basis of the status of their efforts to obtain the Financing, provide the Company copies of all final documents relating to the Financing and provide the Company with prompt notice of any breach by any party to the Financing Commitments of which Parent or the Purchaser becomes aware or any termination of the Financing Commitments.

Financing. True(a) Subject to the terms and conditions of this Agreement, correct Parent will use its reasonable best efforts to take, or cause to be taken, all actions and complete copies 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 Debt Commitment Letters, and will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letters if such amendment, modification or waiver would (i) reduce the aggregate amount of the debt commitment letter dated Financing, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing, in the case of either clause (i) or (ii) above, in a manner that would reasonably be expected to (A) materially delay or prevent the Closing Date, (B) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) materially less likely to occur or (C) materially adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Commitment Letters or the definitive agreements with respect thereto, the ability of Parent or Merger Sub to consummate the Transactions or the likelihood of consummation of the Transactions; provided, however, that Parent and Merger Sub may (i) amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letters as of the date of this Agreement from affiliates or (ii) otherwise amend or replace the Debt Commitment Letters so long as (x) such amendment do not impose terms or conditions that would reasonably be expected to materially delay or prevent the Closing, (y) the terms are not, taken as a whole, materially less beneficial to Parent or Merger Sub, with respect to conditionality, than those in the Debt Commitment Letters as in effect on the date of each this Agreement and (z) with respect to replacements, the replacement debt commitments otherwise satisfy the terms and conditions of Credit Suisse an Alternative Financing set forth below. In the event of such amendment or replacement of the Debt Commitment Letters as permitted by the proviso to the immediately preceding sentence, the financing under such amended or replaced Debt Commitment Letters will be deemed to be “Financing” as such term is used in this Agreement. Parent will use its reasonable best efforts to (I) maintain in effect the Debt Commitment Letters (including any definitive agreements entered into in connection therewith), (II) satisfy on a timely basis all conditions in the Financing Agreements applicable to Parent and Deutsche Bank Merger Sub to obtaining the Financing as promptly as reasonably practicable, (III) negotiate and enter into definitive agreements with respect to the Debt Commitment Letters on terms and conditions contained in the Debt Commitment Letters or consistent in all material respects with the Debt Commitment Letters as promptly as reasonably practicable (such definitive agreements, together with the Debt Commitment Letters, the “Commitment LetterFinancing Agreements”) and promptly upon execution thereof provide complete executed copies of such definitive agreements to the Company, (IV) consummate the Financing at or prior to the Closing and (V) fully enforce the counterparties’ obligations and its rights under the Financing Agreements, including by suit or other appropriate proceeding to cause the lenders under the Financing to fund in accordance with their respective commitments if all conditions to funding the Financing in the applicable Financing Agreements have been satisfied or waived. Parent will keep the Company reasonably informed on a timely basis of the status of Parent’s and Merger Sub’s efforts to arrange the Financing and to satisfy the conditions thereof, including, upon Company’s reasonable request, (A) advising and updating the Company, in a reasonable level of detail, with respect to status, proposed Closing Date and material terms of the material definitive documentation for the Financing and (B) providing for debt copies of the current drafts of all such definitive documentation. If any portion of that amount of the Financing necessary to consummate the Transactions becomes reasonably likely to be unavailable on the material terms and conditions contemplated by the applicable Financing Agreements, (i) Parent will promptly notify the Company and (ii) Parent will use its reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions not materially less favorable, taken as described therein (a whole, to Parent, Merger Sub and the “Financing”), subject to Company than the terms and conditions set forth therein are attached hereto in the applicable Financing Agreements (“Alternative Financing”) as Exhibit Bpromptly as practicable following the occurrence of such event. In such event, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is (1) the term “Financing” as used in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters this Agreement will be sufficient for Merger Sub deemed to include any such alternative debt financing, (2) the term “Financing” will be deemed to include the Alternative Financing, (3) the term “Debt Commitment Letters” will be deemed to include any commitment letters with respect to any such alternative debt financing and (4) the Surviving Corporation term “Financing Agreements” will be deemed to pay the aggregate Merger Consideration (including in connection include any definitive agreement with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior respect to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this AgreementAlternative Financing.

Financing. True, correct and complete copies of (a) Subject to the debt commitment letter dated the date terms of this Agreement from affiliates (including the rights of each of Credit Suisse Parent and Deutsche Bank Merger Sub in this Section 6.11(a) to obtain Alternative Financing), Parent and Merger 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 and to consummate the Debt Financing at the Effective Time, including using reasonable best efforts to (i) maintain in effect the “Debt Commitment Letter”; (ii) providing satisfy on a timely basis all of the conditions precedent set forth in the Debt Commitment Letter; (iii) negotiate, execute and deliver definitive documentation for the Debt Financing that reflects the terms contained in the Debt Commitment Letter (subject to any “market flex” provisions included in the Fee Letter or any fee letter relating to an Alternative Financing); and (iv) in the event that the conditions set forth in Section 7.01 and Section 7.02 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 Debt Financing in accordance with the terms of the Debt Commitment Letter. Parent and Merger Sub shall have the right from time to time to amend, restate, replace, supplement or otherwise modify, or waive any of its rights under, the Debt Commitment Letter and/or substitute other debt or equity financing for all or any portion of the Debt Financing from the same and/or alternative financing sources (together with any alternative financing as described therein in clause (the b) below, each an “Alternative Financing”); provided, subject that any such amendment, restatement, supplement, replacement or other modification to or waiver of any provision of the Debt 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, (A) reduce the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount, unless the Debt Financing is increased by a corresponding amount on substantially the same terms as provided in the applicable Debt Commitment Letter) to be funded at Closing, (B) impose new or additional conditions precedent or contingencies to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than Debt Financing as set forth in the Debt Commitment Letter. As Letter or otherwise amend, modify, or expand any conditions precedent to the funding of the date of this Agreement, Debt Financing (unless such conditions precedent or contingencies to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) Alternative Financing would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are not be reasonably likely expected to result in (i) any prevent or delay the Closing, (ii) make the funding of the Debt Financing (or the satisfaction of the conditions set forth in to obtaining the Commitment Letter not being satisfied or Debt Financing) less likely to occur, (iiiii) adversely affect the funding contemplated in the Commitment Letter not being made available to ability of Parent on a timely basis in order to consummate the transactions contemplated by this Agreement or (iv) adversely impact the ability of Parent or Merger Sub to enforce its respective rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect thereto), (C) release or consent to the termination of the obligations of the lenders under the Debt Commitment Letter (except for assignments and replacements of an individual lender under the terms of or in connection with the syndication of the Debt Financing or as otherwise expressly contemplated by the Debt Commitment Letter), (D) otherwise prevent or delay the Closing or (E) reasonably be expected to adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect thereto; provided, further, that Parent and Merger Sub may amend, restate, replace, supplement or otherwise modify the Debt Commitment Letter (or any Alternative Financing) on one or more occasions to add additional arrangers, bookrunners, agents and lenders in accordance with the terms of the Debt Commitment Letter (but not to make any other changes other than to the extent otherwise permitted under this Section 6.11(a)). For purposes of this Agreement, the definition of “Debt Commitment Letter” shall include any amendment, restatement, supplement or other modification or waiver thereto, or any replacement thereof, and the definition of “Debt Financing” shall include any Alternative Financing, in each case permitted under this Section 6.11(a) or clause (b) below.

Financing. True(a) Purchaser shall and shall cause its Affiliates to take, correct or cause to be taken, all actions, and complete to do, or cause to be done all things necessary, proper or advisable to consummate the Financing or any Substitute Financing (as defined below) as promptly as possible following the date hereof, including, (i) complying with and maintaining in effect the Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to the Financing including the terms and conditions contained in the Commitment Letter so that such agreements are in effect no later than the Closing, (iii) satisfying as soon as possible and on a timely basis all the conditions to the Financing and the definitive agreements related thereto, (iv) accepting to the fullest extent all “market flex” contemplated by the Commitment Letter (or any fee letter relating thereto) and (v) enforcing its rights under the Commitment Letter in the event of a breach by the Financing Parties that could reasonably be expected to impede or delay Closing. In the event that all conditions to the Commitment Letter have been satisfied or, upon funding shall be satisfied, Purchaser and its Affiliates shall use their best efforts to cause the Financing Parties to fund on the Closing Date the Financing, to the extent the proceeds thereof are required to consummate the Merger and the other transactions contemplated hereby (including by taking enforcement action to cause the Financing Parties to fund such Financing). Purchaser shall, after obtaining Knowledge thereof, give Company prompt written notice of any (A) breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by a Financing Party or any party to any definitive document related to the Financing, (B) actual or threatened withdrawal, repudiation or termination of the Financing by the Financing Parties, (C) material dispute or disagreement between or among any parties to the Commitment Letter or any definitive document related to the Financing, (D) amendment or modification of, or waiver under, the Commitment Letter or any related fee letters or (E) change, circumstance or event which causes Purchaser or Merger Sub to believe that it will not be able to timely obtain all or any portion of the Financing on the terms, in the manner or from the Financing Parties or sources contemplated by the definitive documents related to the Financing. Purchaser shall keep Company informed on a reasonably current basis of the status of its efforts to arrange the Financing contemplated by the Commitment Letter, including providing copies of all definitive agreements related to the Financing. Other than as permitted pursuant to the immediately following sentence, neither Purchaser nor its Affiliates shall materially amend, modify, terminate, assign or agree to any waiver under the Commitment Letter or any related fee letters without the prior written approval of Company that would (I) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount) or (II) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the Financing, or otherwise expand, amend or modify any other provision of the Commitment Letter or the related fee letters in a manner that would reasonably be expected to (1) delay or prevent or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (2) adversely impact the ability of Purchaser or Merger Sub, as applicable, to enforce its rights against the Financing Parties or any other parties to the Commitment Letter or the definitive agreements with respect thereto. Notwithstanding the foregoing, Purchaser shall be permitted to reduce the amount of Financing by an amount equal to the net cash proceeds received by Purchaser from any offering of (i) debt commitment letter dated or equity securities issued by Purchaser or (ii) syndicated term loans of or guaranteed by Purchaser or any of its Subsidiaries, in each case, after the date hereof and prior to the Closing Date (provided that the funding of the Merger Consideration is described as a use of proceeds in any prospectus or term loan agreement, as applicable, related to such offering) (“Offering Proceed”), provided that Purchaser shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Purchaser and Merger Sub, including cash on hand and marketable securities of Purchaser, Company and their respective Subsidiaries that are committed to fund the Merger Consideration, to consummate the Merger and the transactions contemplated by this Agreement from affiliates Agreement, and provided, further, that such reduction shall not (A) expand upon or amend in any way that is adverse to the Company the conditions precedent to the Financing as set forth in the Commitment Letter or (B) prevent or materially impede or materially delay the availability of each the Financing and/or the consummation of Credit Suisse the Merger and Deutsche Bank (the transactions contemplated by this Agreement. In the event that new commitment letters are entered into in accordance with any amendment, replacement, supplement or other modification of the Commitment Letter permitted pursuant to this Section 5.14, such new commitment letters shall be deemed to be a part of the “Financing” and deemed to be the “Commitment Letter”) providing ” for debt financing as described therein (all purposes of this Agreement. Purchaser shall promptly deliver to Company copies of any termination, amendment, modification, waiver or replacement of the “Financing”)Commitment Letter or any fee letters. If funds in the amounts set forth in the Commitment Letter, subject or any portion thereof, become unavailable, or it becomes reasonably likely that such funds may become unavailable to Purchaser on the terms and conditions set forth therein are attached hereto therein, in each case, other than as Exhibit Ba result of receipt of Offering Proceeds, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force Purchaser shall, and effect and is valid and enforceable against the parties thereto in accordance with shall cause its terms, subjectAffiliates, as promptly as practicable following the occurrence of such event to enforceability(x) notify Company in writing thereof, to bankruptcy, insolvency, reorganization, moratorium (y) obtain substitute financing (on terms and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter conditions that are not subject materially less favorable to any Purchaser and Merger Sub, taken as a whole, than the terms and conditions other than as set forth in the Commitment Letter. As , taking into account any “market flex” provisions thereof) sufficient to enable Purchaser to consummate the Merger and the other transactions contemplated hereby in accordance with its terms (the “Substitute Financing”) and (z) obtain a new financing commitment letter that provides for such Substitute Financing and, promptly after execution thereof, deliver to Company true, complete and correct copies of the date new commitment letter and the related fee letters (in redacted form reasonably satisfactory to the Persons providing such Substitute Financing removing only the fee information, expense information and successful syndication information) and related definitive financing documents with respect to such Substitute Financing. Upon obtaining any commitment for any such Substitute Financing, such financing shall be deemed to be a part of the “Financing” and any commitment letter for such Substitute Financing shall be deemed the “Commitment Letter” for all purposes of this Agreement. Notwithstanding the foregoing, to the knowledge neither Purchaser nor any of Parent, no event has occurred that (with or without notice, lapse of timeits Affiliates shall enter into, or both) agree to enter into, any new commitments for any financing that would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any a reduction of the conditions commitments set forth in the Commitment Letter unless the conditions precedent of such new commitments are not being satisfied or (ii) materially less favorable to Purchaser and its Affiliates than the funding contemplated conditions precedent set forth in the Commitment Letter not being made available to Parent as in effect on a timely basis in order to consummate the transactions contemplated by this Agreementdate hereof.

Financing. True(a) Parent shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank to do, or cause to be done, all things necessary, advisable or desirable to (the “Commitment Letter”i) providing for debt financing as described therein (the “Financing”), subject to the satisfy on a timely basis all terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment applicable to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions ’s Subsidiaries set forth in the Commitment Letter not being that are within its control (other than, for the avoidance of doubt, any condition where the failure to be so satisfied or results from the Company’s failure to deliver the Required Information), (ii) the funding contemplated maintain in effect the Commitment Letter not being made available and negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter and (iii) subject to Parent on a timely basis in order the other terms and provisions of this Agreement, to consummate the Financing at the Closing to the extent the proceeds thereof are needed to pay the Cash Consideration and to pay all other cash amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement; provided that, notwithstanding clauses (i) and (ii) above, Parent may substitute one or more other debt financing contemplated by the Commitment Letter, whether with the same and/or alternative financing sources (any such substitute financing, a “Permitted Alternative Financing”), so long as such substitution does not reduce the aggregate amount of Financing and would not reasonably be expected to delay or prevent the Closing or make the timely funding of the Financing materially less likely to occur to the extent needed to consummate the Merger. Parent will notify the Company in writing promptly (and in any event within three business days) (A) of any breach or default of the Commitment Letter by any party to the Commitment Letter of which Parent becomes aware, (B) if and when Parent becomes aware that any portion of the Financing may not be available to consummate the funding of the transactions contemplated by this Agreement, (C) of the receipt by Parent of any written notice or other written communication from any Person with respect to any actual or potential breach, default, termination or repudiation by, any party to the Commitment Letter that would reasonably be expected to result in the Financing not being available or a material delay to the Closing Date, (D) of any material dispute or disagreement between Parent and any other parties to the Commitment Letter or definitive agreements related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded on the Closing Date and (E) of any expiration or termination of the Commitment Letter. To the extent requested in writing by the Company, Parent will keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financing. Parent will not replace (except with Permitted Alternative Financing), amend or waive the Commitment Letter without the Company’s prior written consent if such replacement, amendment or waiver reduces the aggregate amount of the Financing or amends the Financing, in each case, in a manner that would reasonably be expected to delay or prevent the Closing or make the timely funding of the Financing materially less likely to occur to the extent needed to consummate the Merger (it being understood that Parent may amend or supplement the Commitment Letter (and the related fee and engagement letters) on one or more occasions to add additional arrangers, bookrunners, agents, other titled persons and lenders in accordance with the terms of the Commitment Letter (but not to make any other changes other than to the extent otherwise permitted above). For purposes of this Agreement, all references to Financing shall be deemed to include any Alternative Financing (as defined below), and all references to Financing Sources shall include the persons providing or arranging, underwriting or placing any Alternative Financing.

Financing. True, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”a) providing for debt financing as described therein (the “Financing”), subject Subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment Letter and shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy under the Debt Commitment Letter without the prior written consent of the Company if such amendments, modifications or waivers would or would reasonably be expected to (x) reduce the aggregate amount of the Debt Financing below the amount contemplated in the Debt Commitment Letter or (y) impose new or additional conditions to the knowledge receipt of Parentthe Debt Financing (provided, no that, for the avoidance of doubt, Purchaser may replace or amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities, if the addition of such additional parties, in the aggregate, would not prevent or materially delay or impair the availability of the financing under the Debt Commitment Letter). Purchaser shall keep the Seller Representatives reasonably informed of the status of Purchaser’s efforts to arrange the Debt Financing. Without limiting the generality of the foregoing, Purchaser shall give the Seller Representatives prompt notice: (A) of any material breach or material default (or any event has occurred that (or circumstance that, with or without notice, lapse of time, time or both) would constitute a , could reasonably be expected to give rise to any material breach or default under material default) by any party to the Debt Commitment Letter by Parent or Merger Sub. Parent has no knowledge definitive document related to the Debt Financing of which Purchaser becomes aware; (B) of the receipt of any facts written notice or circumstances that are reasonably likely other written communication from any party to result in (i) the Debt Commitment Letter with respect to any breach, default, termination or repudiation by any party to the Debt Commitment Letter or any definitive document related to the Debt Financing or any provisions of the conditions set forth Debt Commitment Letter or any definitive document related to the Debt Financing; and (C) if Purchaser 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 not being satisfied or (ii) the funding definitive documents related to the Debt Financing. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter not being made available Letter, Purchaser shall use its reasonable best efforts to Parent on a timely basis arrange and obtain alternative financing from alternative sources in order an amount sufficient to consummate the transactions contemplated by this AgreementAgreement upon terms and conditions not less favorable, taken as a whole, to Purchaser (in the reasonable judgment of Purchaser) than those in the Debt Commitment Letter as promptly as practicable following the occurrence of such event but no later than the Business Day immediately prior to the Closing Date. For the avoidance of doubt, in no event shall Purchaser be required to seek or obtain equity financing.

Financing. True(a) Purchaser shall use its commercially reasonable efforts (taking into account the expected timing of the Marketing Period) to take, correct or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the Financing on the terms and conditions described in the Commitment Letters to the extent necessary to consummate the Contemplated Transactions, including using commercially reasonable efforts to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein or on other terms not materially less favorable, taken as a whole, with respect to the applicable Purchaser Entity as to conditionality than the terms provided in the Commitment Letters and (ii) to satisfy on a timely basis all conditions, and otherwise comply with all terms, applicable to the applicable Purchaser Entity in the Commitment Letters that are within its control (or, if deemed advisable by Purchaser, seek the waiver of conditions applicable to the applicable Purchaser Entity contained in such Commitment Letters). In the event any portion of the Financing necessary to consummate the Contemplated Transactions becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Purchaser shall promptly notify Seller and shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on terms and conditions not materially less favorable to the applicable Purchaser Entity as those contained in the Debt Commitment Letters as promptly as practicable following the occurrence of such event. Purchaser shall deliver to Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Purchaser with any portion of the debt commitment letter dated Financing and promptly provide Seller with such information it may reasonably request regarding any alternative financing arrangements or plans. Purchaser shall give Seller prompt notice of any material breach by any party to the Commitment Letters of which Purchaser has become aware or any termination of the Commitment Letters. Upon request from Seller, Purchaser shall keep Seller informed on a reasonably current basis of material developments relating to the Financing. Purchaser may agree to or permit any amendment, supplement or other modification to be made to, or any waiver of any provision or remedy under, the Commitment Letters or the definitive agreements relating to the Financing and may obtain financing in substitution of all or a portion of the Financing so long as (x) Purchaser promptly provides Seller with such information as it may reasonably request in connection with any alternative financing arrangements or plans and (y) such amendment, supplement, modification or waiver (i) does not reduce the aggregate amount of the Financing below an amount, together with any available cash of Purchaser or the Genesis Companies, required to pay the Required Payment Amount (including by increasing the amount of fees to be paid or original issue discount as compared to such fees and original issue discount contemplated by the Debt Commitment Letter and related fee letters in effect on the date hereof unless the Debt Financing or the Equity Financing is increased by such amount and/or cash is otherwise available to fund such amount); (ii) does not (A) impose new or additional conditions precedent to the Financing, or (B) otherwise adversely expand, amend or modify any of the conditions precedent to the Financing, in the case of clauses (A) and (B), in a manner that would reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the Closing; or (iii) would not materially adversely impact the ability of Purchaser to enforce its rights against other parties to the Commitment Letters or otherwise to timely consummate the Contemplated Transactions. For purposes of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the Agreement, references to “Financing”)” or “Debt Financing,” as applicable, subject to shall include the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds financing contemplated to be provided by the Commitment Letters will as permitted to be sufficient for Merger Sub amended, modified, waived or replaced by this Section 5.11(a), and the Surviving Corporation references to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior “Debt Commitment Letters” shall include such documents as permitted to be amended, modified, waived or replaced by this Section 5.11(a). Notwithstanding anything to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated contrary in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parentnothing contained in this Section 5.11 shall require, and in no event has occurred that (with shall the commercially reasonable efforts of Purchaser be deemed or without noticeconstrued to require, lapse of time, Purchaser or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely Affiliate thereof to result in (i) seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the conditions set forth in the Equity Commitment Letter not being satisfied Letter, or (ii) pay any fees materially in excess of those contemplated by the funding contemplated in the Equity Commitment Letter not being made available to Parent on a timely basis in order to consummate or the transactions contemplated by this AgreementDebt Commitment Letters.

Financing. True(a) The Debt Purchaser shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies to do, or cause to be done, all things necessary to obtain the proceeds of the debt commitment letter dated Financing on the terms and conditions described in the Financing Commitments, including to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to the Debt Purchaser to obtaining the Financing that is within its control (including by consummating the Equity Financing at or prior to the Closing), (C) to the extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or contemplated by the Financing Commitments and (D) consummate the Financing at or prior to the Closing (including by seeking to enforce its rights under the Roll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). The Debt Purchaser shall not agree to or permit any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) does not involve any conditions to funding the Roll-Over that are not contained in, and satisfied on the date of entry into, such amendment, replacement, supplement or other modification to the same extent as, the Roll-Over Commitments and (ii) does not prevent, materially impede or materially delay the consummation of the Roll-Over or the transactions contemplated by this Agreement or the TDC Agreement; and provided that the Debt Purchaser may replace and amend the Roll-Over Commitments solely for the purpose of adding lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Roll-Over Commitments as of the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (so long as such addition does not prevent, materially impede or materially delay the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion consummation of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment Roll-Over or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreement or the TDC Agreement.. Upon any such amendment, replacement, supplement or modification of the Financing Commitments in accordance with this Section 5.10, the term “

Financing. True(a) Each of Parent and Merger Sub shall, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of shall cause each of Credit Suisse its affiliates to, use its reasonable best efforts to obtain and Deutsche Bank (consummate the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit B, which described in the Debt Commitment Letter includes (including the flex provisions), including using its reasonable best efforts to (i) comply with its obligations under the Debt Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to and as contemplated by the Debt Commitment Letter on terms and conditions (including flex provisions) no less favorable to Parent and Merger Sub than those contained in the Debt Commitment Letter, (iii) satisfy on a commitment timely basis all conditions applicable to fund Parent and Merger Sub contained in the Debt Commitment Letter (including definitive agreements related thereto but excluding any conditions that have been waived), including the payment made by of any commitment, engagement or placement fees required as a condition to the Financing, (iv) maintain in effect the Debt Commitment Letter and (v) consummate the Financing at or prior to the Closing 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 pursuant to Section 7.3obtain the Financing or any alternative financing). The Parent and Merger Sub shall keep Company reasonably informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financing (or replacement thereof) as Company may reasonably request; provided, that in no event will Parent or Merger Sub be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Parent or Merger Sub shall have used its reasonable best efforts to disclose such information in a way that would not waive such privilege. Parent and Merger Sub shall give Company prompt notice (x) of any material breach or default by any party to the Debt Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to which Parent or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration becomes aware, (including in connection with the provisional conversion y) of the 5% Preferred Stock into Company Common Stock prior receipt of any written notice from any Lender with respect to any (1) actual or potential breach, default, termination or repudiation by any party to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Debt Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations any provisions of the financing sources Debt Commitment Letter or (2) material dispute or disagreement between or among any parties to the Debt Commitment Letter with respect to the obligation to fund the commitments under Financing or the amount of the Financing to be funded on the Closing Date, and (z) 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 terms and conditions, in the manner or from the sources contemplated by the Debt Commitment Letter are not subject or any definitive agreements related to the Financing. As soon as reasonably practicable, but in any event within two (2) business days of the date Company delivers to Parent or Merger Sub a written request, Parent and Merger Sub shall provide any information reasonably requested by Company relating to any circumstance referred to in clause (x), (y) or (z) of the immediately preceding sentence. Parent shall not, without the prior written consent of Company, amend, modify, supplement or waive any of the conditions other than as set forth or contingencies to funding contained in the Debt Commitment Letter. As 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 availability of the Financing relative to those contained in the Debt Commitment Letter as of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or bothB) would constitute a breach otherwise reasonably be expected to prevent or default under materially impair or delay the Commitment Letter by Parent funding of the Financing (or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any 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 not being satisfied as of the date of this Agreement; provided that, for the avoidance of doubt, Parent may by joinder, amendment and restatement or (ii) similar means add additional banks or financial institutions as arrangers, agents, committing parties or lenders under the funding contemplated in Debt Commitment Letter. In the event all conditions applicable to the Debt Commitment Letter not being made available have been satisfied, Parent shall use its reasonable best efforts to Parent on a timely basis in order cause the Lenders to fund the Financing required to consummate the transactions contemplated by this AgreementAgreement 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 Person). In the event that any portion of the Financing 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 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 is not a 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.

Financing. True(a) Acquiror and Merger Sub shall take, correct and complete copies of the debt commitment letter dated or cause to be taken, as promptly as practicable after the date of this Agreement from affiliates of each of Credit Suisse hereof, all actions, and Deutsche Bank to do, or cause to be done, all things necessary, proper or advisable (including enforcing its rights under the “Commitment Letter”) providing for debt financing as described therein (the “Financing”Subscription Agreements), subject on or prior to the Closing Date, to consummate the purchases contemplated by the Subscription Agreements on the terms and conditions described or contemplated therein, including using its reasonable efforts to (i) comply with its respective obligations under the Subscription Agreements, (w) maintain in effect the Subscription Agreements in accordance with the terms and conditions thereof, (x) satisfy on a timely basis all conditions and covenants applicable to Acquiror set forth therein are attached hereto as Exhibit Bin the applicable Subscription Agreements within its control, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub (y) consummate the PIPE Investment when required pursuant to Section 7.3. The Commitment Letter is in full force this Agreement, and effect and is valid and enforceable against (z) enforce its rights under the parties thereto Subscription Agreements to cause the Subscribers to pay to (or as directed by) Acquiror the applicable purchase price under each Subscriber’s applicable Subscription Agreement in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws . Acquiror shall give the Company prompt written notice upon (A) becoming aware of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely party to result in (i) any of the conditions set forth Subscription Agreements or any termination (or purported termination) of any of the Subscription Agreements, (B) the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and (C) if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the Commitment Letter not being satisfied manner or (ii) from the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions sources contemplated by this the Subscription Agreements. Acquiror shall not, without the prior written consent of the Company, amend, modify, supplement or waive (or permit any waiver of) any provision of, or terminate or abandon its plans with respect to, or provide consent to amend, modify, supplement, waive, assign or terminate any provision or remedy under, or any replacements of, any Subscription Agreement.

Financing. True, correct (a) Parent and complete copies of Opco shall use commercially reasonable efforts to arrange the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is described in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub Letter, including using commercially reasonable efforts (i) to negotiate definitive agreements with respect thereto on the terms and conditions contained therein and (ii) to satisfy on a timely basis all conditions applicable to Parent and Opco in such definitive agreements that are within the Surviving Corporation control of Parent and Opco. Parent and Opco shall use commercially reasonable efforts to pay comply with their respective obligations, and enforce their respective rights, under the aggregate Merger Consideration (including in connection with Commitment Letter. In the provisional conversion event that any portion of the 5% Preferred Stock into Company Common Stock prior Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent and Opco shall use commercially reasonable efforts to obtain any such portion from alternative sources; provided, however, that in the Merger), event that any portion of the aggregate Option Consideration, any repayment or refinancing of debt Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter as a result of a failure to satisfy any of the conditions set forth in paragraph (e) of Exhibit B to the Commitment Letter, Parent and fees Opco shall use best efforts to obtain any such portion from alternative sources. Notwithstanding the foregoing, Parent and expenses of Opco shall be under no obligation to obtain any alternative financing unless it can be obtained on substantially similar economic terms (to Parent, Merger Sub Opco and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than Equity Investor) as those set forth in the Commitment Letter. As Parent shall give the Company prompt notice of the date of this Agreement, any breach by any party to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Subany termination of the Commitment Letter. Parent has no knowledge of any facts or circumstances that are reasonably likely to result shall keep the Company informed on a current basis and in (i) any reasonable detail of the conditions set forth in status of its efforts to arrange the Financing and shall not permit, without the prior written consent of the Company, any amendment or modification to be made to, or any waiver under, the Commitment Letter not being satisfied or (ii) Letter, in each case, which would materially and adversely affect the funding likelihood that the Financing contemplated in the Commitment Letter not being made available to Parent thereby will be obtained on a timely basis in order to consummate the transactions contemplated by this Agreementbasis.

Financing. True(a) Parent and the Purchaser shall use their reasonable best efforts to take, correct or cause to be taken, all actions and complete to do, or cause to be done, all things necessary, proper or advisable to (i) maintain in effect the Financing and the Financing Commitments, (ii) enter into definitive financing agreements with respect to the Financing and Financing Commitments, so that such agreements are in effect as promptly as practicable but in any event no later than the Acceptance Date and (iii) consummate the Financing at or prior to the Acceptance Date. Parent and the Purchaser shall provide to the Company copies of all final documents relating to the debt commitment letter dated Financing and shall keep the Company fully informed of material developments in respect of the financing process relating thereto. Prior to the Closing, Parent and the Purchaser shall not agree to, or permit, any amendment or modification of, or waiver under, the Financing Commitments or other final documentation relating to the Financing in a manner that (x) would materially delay or prevent the Closing or (y) is otherwise adverse to the Company in any material respect, without the prior written consent of the Company. In the period between the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub hereof and the Surviving Corporation to pay Closing Date, upon request of Parent and the aggregate Merger Consideration (including Purchaser, the Company shall, and shall cause its Subsidiaries to, reasonably cooperate with Parent and the Purchaser in connection with the provisional conversion Financing, including, (A) preparation of the 5% Preferred Stock into Company Common Stock prior all required financial statements relating to the Merger)Company and its Subsidiaries and any required pro forma financial information, (B) reasonable participation in meetings and road shows, if any, (C) the aggregate Option Considerationprovision of information relating to the Financing reasonably requested by Parent and the Purchaser, any repayment or refinancing of debt contemplated (D) reasonable assistance in the Commitment Letter preparation of offering memoranda, private placement memoranda, prospectuses and fees similar documents of Parent and the Purchaser and (E) such actions as set forth on Schedule III hereto. Parent and the Purchaser shall promptly, upon request by the Company, reimburse the Company for all documented out-of-pocket expenses of Parent, Merger Sub and their respective Representatives incurred by the Company in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreementsuch cooperation.

Financing. True(a) Each of Holdco, correct Parent and complete copies Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Financing Commitments, including by (i) maintaining in effect the Financing Commitments, (ii) satisfying on a timely basis all conditions applicable to Holdco, Parent and Merger Sub in the Financing Commitments that are within their control, including without limitation paying when due all commitment fees and other fees arising under the Financing Commitments as and when they become due and payable thereunder, and (iii) consummating the financing contemplated by the Financing Commitments at or prior to the Effective Time. If any portion of the debt commitment letter dated Debt Financing becomes unavailable on the date of this Agreement from affiliates of each of Credit Suisse terms and Deutsche Bank (conditions contemplated by the “Debt Commitment Letter”, (x) providing for debt Holdco, Parent and Merger Sub shall promptly notify the Company and (y) Holdco, Parent and Merger Sub shall use their reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions that are not less favorable in any material respect (as described therein (the “Financing”), subject to determined by Parent) than the terms and conditions set forth therein are attached hereto as Exhibit B, which in the Debt Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against as promptly as practicable following the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws occurrence of general applicability relating to or affecting creditors’ rights and to general principles of equity such event (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required AmountsAlternative Financing”). The obligations If any Parent Party becomes aware of the financing sources existence of any fact or event that would reasonably be expected to fund cause the commitments under Debt Financing to become unavailable on the Commitment Letter are not subject to any terms and conditions other than as set forth in contemplated by the Debt Commitment Letter, Holdco, Parent and Merger Sub shall use their reasonable best efforts to either cure or eliminate such fact or event, or to arrange and obtain the Alternative Financing. As The Parent Parties shall promptly provide a true and complete copy of the date each alternative financing agreement (together with a redacted copy of this Agreement, any related fee letter) to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this AgreementCompany.

Financing. True, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”a) providing for debt financing as described therein (the “Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses Each of Parent, Merger Sub 1 and their respective Representatives incurred Merger Sub 2 shall take, or shall cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange the Debt Financing on the terms and conditions described in connection the Debt Commitment Letters, including (i) to negotiate and enter into the definitive agreements with respect thereto on the Transactions terms and conditions contained in the Debt Commitment Letters (collectivelyincluding, as necessary, the “Required Amounts”). The obligations of flex” provisions contained in any related fee letter) by the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this AgreementClosing Date, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or and (ii) to satisfy (or if determined advisable by Parent, obtain the funding contemplated in the Commitment Letter not being made available to Parent waiver of) on a timely basis all conditions to obtaining the Debt Financing within Parent’s control and to comply with all of its obligations pursuant to the Debt Commitment Letters and the definitive agreements related thereto. In the event that all conditions to funding the commitments contained in order the Debt Commitment Letters have been satisfied, each of Parent, Merger Sub 1 and Merger Sub 2 shall use its reasonable best efforts to cause the Financing Sources to fund the Debt Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by taking enforcement action to cause the Financing Sources to provide the Debt Financing). Each of Parent, Merger Sub 1 and Merger Sub 2 shall use its reasonable best efforts to enforce all of its rights under the Debt Commitment Letters. Parent shall give the Company prompt notice of any material breach by any party to the Debt Commitment Letters or the definitive agreements related thereto of which Parent has become aware or any termination of any of the Debt Commitment Letters or such definitive agreements. In the event that any portion of the Debt Financing becomes unavailable, Parent, Merger Sub 1 and Merger Sub 2 shall (1) use their reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative debt sources (“Alternative Financing”) in an amount that will still enable Parent, Merger Sub 1 and Merger Sub 2 to consummate the transactions contemplated by this Agreement, and (2) promptly notify the Company of such unavailability and the reason therefor. If obtained, Parent shall deliver to the Company true and complete copies of all agreements (including redacted copies of engagement and fee letters, removing only fee amounts, market “flex” provisions and certain other terms (none of which concern or would adversely affect the amounts, availability, timing or conditionality of the Debt Financing)) pursuant to which any such alternative source shall have committed to provide Parent, the Initial Surviving Corporation or the Surviving Company with Alternative Financing. Parent, Merger Sub 1 and Merger Sub 2 shall not, without the Company’s prior written consent, permit any amendment or modification to, or any waiver of any provision or remedy under, any Debt Commitment Letter or any definitive agreements related thereto unless the terms of such Debt Commitment Letter or definitive agreements related thereto, in each case as so amended, modified or waived, are substantially similar to those in such Debt Commitment Letter or definitive agreement related thereto, prior to giving effect to such amendment, modification or waiver (other than economic terms, which shall be as good as or better for Parent, Merger Sub 1 and Merger Sub 2 than those in the Debt Commitment Letter or definitive agreement relating thereto prior to giving effect to such amendment, modification or waiver); provided that in the case of amendments or modifications of any Debt Commitment Letter or a definitive agreement relating thereto, the foregoing shall only apply if such amendment or modification (x) could reasonably be expected to (I) adversely affect the ability or likelihood of Parent, Merger Sub 1 or Merger Sub 2 timely consummating the transactions contemplated by this Agreement or (II) make the timely funding of the Debt Financing or the satisfaction of the conditions to obtaining the Debt Financing less likely to occur, (y) reduces the amount of the Debt Financing or (z) adversely affects the ability of Parent, Merger Sub 1 or Merger Sub 2 to enforce their rights against other parties to the Debt Commitment Letters or the definitive agreements relating thereto. Parent shall provide the Company with prompt written notice of the receipt of any notice or other communication from any Financing Source with respect to such Financing Source’s failure or anticipated failure to fund its commitments under any Debt Commitment Letters or definitive agreement in connection therewith. Parent shall keep the Company reasonably informed on a current basis of the status of its efforts to consummate the Debt Financing.

Financing. True(a) Parent and Merger Sub shall use their reasonable best efforts to take, correct or cause to be taken, all actions and complete copies of to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated described in the Commitment Letter as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and fees enter into, and expenses keep in effect, definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letter (including the flex provisions) or on other terms no less favorable to Parent and Merger Sub, provided such terms do not contain any additional conditions to funding and would not otherwise reasonably be expected to impair or delay the consummation of Parentthe Financing, (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub and in the Commitment Letter that are within their respective Representatives incurred in connection with control, (iv) consummate the Transactions (collectivelyFinancing at or prior to the Closing, the “Required Amounts”). The obligations of including using their reasonable best efforts to cause the financing sources to fund the commitments Financing at or prior to the Closing, (v) to take each of the actions required of the Company and its Subsidiaries in paragraphs (b)(i) through (b)(v) below with respect to themselves and their Subsidiaries, and (vi) enforce their rights under the Commitment Letter are (including by taking such action necessary to cause each other party thereto to specifically perform their obligations in accordance with the terms thereof). In the event of any termination of the Commitment Letter or the receipt by Parent of written notice that the counterparty to the Commitment Letter no longer intends to provide the Financing, (A) Parent shall promptly notify the Company (such notice being a “Financing Termination Notice”) and (B) Parent and Merger Sub shall arrange and obtain financing from alternative sources (the “Alternative Financing”) as promptly as practicable following the occurrence of such event. Parent shall provide the Company regular updates regarding its progress in obtaining such Alternative Financing and shall deliver to the Company true and complete copies of all agreements related to such Alternative Financing (excluding fee letters and engagement letters to the extent Parent is prohibited from providing such letters) promptly upon the execution thereof. In furtherance of the provisions of this Section 6.18, the Commitment Letter may be amended, restated, supplemented or otherwise modified or superseded at the option of Parent after the date of this Agreement but prior to the Effective Time by instruments (the “New Commitment Letters”) that replace the existing Commitment Letter or contemplate financing from one or more other or additional parties; provided that the terms of the New Commitment Letters shall not subject (1) expand upon the conditions precedent to any conditions other than the Financing as set forth in the existing Commitment Letter, (2) reasonably be expected to, directly or indirectly, prevent, impede, delay or hinder the Closing or (3) reduce the aggregate amount of available Financing. As of In such event, the date of this Agreement, term “Commitment Letter” as used herein shall be deemed to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under include the Commitment Letter by Parent or Merger Subthat are not so superseded at the time in question and the New Commitment Letters to the extent then in effect. Parent has no knowledge shall deliver to the Company true and complete copies of any facts or circumstances that are reasonably likely all agreements related to result in such New Commitment Letters (iexcluding fee letters and engagement letters to the extent Parent is prohibited from providing such letters) any of promptly upon the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreementexecution thereof.

Financing. True, correct (a) Newco shall use its reasonable best efforts to arrange the Debt Financing on the terms and complete copies of conditions described in the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank Commitment Letters (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”)provided that, subject to the limitations set forth in Section 7.11(c), Newco may replace, amend, modify, supplement or restate the Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Commitment Letters as of the date hereof, or otherwise so long as the terms would not reasonably be expected to adversely impact the ability of Newco to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Debt Financing commitments, and (ii) satisfy all conditions applicable to Newco to obtaining the Debt Financing set forth therein (including by consummating the financing pursuant to the terms of the Equity Funding Letters). If any portion of the Debt Financing becomes unavailable on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of ParentLetters, Merger Sub and their respective Representatives incurred Newco shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources in connection an amount sufficient (when taken together with the Transactions (collectivelyaggregate proceeds contemplated by the Equity Funding Letters and the portion, the “Required Amounts”). The obligations if any, of the financing sources to fund the commitments Debt Financing that remains available under the Commitment Letter are not subject to any Letters on the terms and conditions other contemplated therein) on terms no less favorable (including cost of capital) than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth terms described in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this AgreementAgreement as promptly as practicable following the occurrence of such event but no later than the last day of the Marketing Period; provided that Newco shall not be required to arrange to obtain alternative financing if such Debt Financing has become unavailable as a result of the failure of the Company or any of is Subsidiaries to comply in any material respect with Section 7.11(b) which failure has not been cured within ten (10) days following written notice to the Company. Newco shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Newco becomes aware or any termination of the Commitment Letters. Newco shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and, upon the Company’s request, provide copies of all documents related to the Debt Financing (other than any ancillary documents subject to confidentiality agreements) to the Company.

Financing. TrueBuyer shall take, correct or cause to be taken, all actions and complete copies of do, or cause to be done, all things necessary or advisable to arrange the debt commitment letter dated Financing as promptly as practicable following the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)consummate the Financing on the Closing Date. The aggregate proceeds contemplated to Such actions shall include, but not be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger)limited to, the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in following: (i) any maintaining in effect the Commitment Letters, (ii) causing the Equity Financing to be consummated upon satisfaction of the applicable Financing Conditions, (iii) satisfying on a timely basis all Financing Conditions, (iv) negotiating, executing and delivering Debt Financing Documents that reflect the terms contained in the Senior Facilities Agreement or on such other terms acceptable to Buyer and its financings sources, and (v) drawing the full amount of the Financing, in the event that the conditions set forth in Section 7.02 and the Commitment Letter not being Financing Conditions have been satisfied or, upon funding would be satisfied. Buyer shall give Seller prompt notice of any breach or threated or anticipated breach by any party to the Debt Financing Document of which Buyer or its Affiliates becomes aware. Without limiting Buyer’s other obligations under this Section 6.07, if a Financing Failure Event occurs Buyer shall (iia) immediately notify Seller of such Financing Failure Event and the funding contemplated reasons therefore, (b) use commercially reasonable efforts to obtain alternative financing from alternative financing sources (on terms as favorable to Buyer as are reasonably available at such time), in an amount sufficient to make the Commitment Letter not being made available to Parent on a timely basis in order to Transaction Payments and consummate the transactions contemplated by this Agreement, as promptly as practicable following the occurrence of such event, and (c) obtain, and when obtained, provide the Seller with a copy of, a new financing commitment, provided that such replacement financing commitments shall not have any terms or conditions which are more onerous on Buyer than those contained in the Debt Financing Documents and which would reasonably be expected to restrict, prevent or delay Buyer’s ability to perform its payment obligations contemplated by this Agreement. Neither Buyer nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Commitment Letters or any Debt Financing Document (except for substitutions and replacements pursuant to, and subject to the limitations set forth in, the immediately preceding sentence) if it would adversely affect the availability of (or conditions to) funding thereunder or Buyer’s ability to pay the Purchase Price or meet its obligations under this Agreement. Buyer shall not consent to any assignment of rights or obligations under the Senior Facilities Agreement without the prior written approval of Seller, such approval not to be unreasonably withheld, delayed or conditioned. Buyer shall consult with and keep Seller informed in reasonable detail of the status of its efforts to arrange the Financing. Upon the reasonable request of Seller, Buyer will confirm (x) with its financing sources their intent and ability to perform, and the availability of the Financing, under the Commitment Letters, subject only to satisfaction or waiver of the Financing Conditions, and (y) that neither it nor its financing sources are aware of any event or condition that could reasonably be expected to result in the failure of a Financing Condition.

Financing. True(a) Purchaser shall use reasonable best efforts to take, correct or cause to be taken, all appropriate action, do, or cause to be done, all things necessary, proper or advisable under applicable law, and complete copies of to execute and deliver, or cause to be executed and delivered, such instruments and documents as may be necessary, proper or advisable to arrange and obtain the debt commitment letter dated Debt Financing as promptly as reasonably practicable on the date of this Agreement from affiliates of each of Credit Suisse terms and Deutsche Bank subject only to the conditions described in the Debt Commitment Letter and Fee Letter, including (i) to negotiate and enter into definitive agreements (the “Commitment LetterDefinitive Agreements”) providing for debt financing as described therein (with respect to the “Financing”), subject to Debt Financing on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior subject only to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated conditions contained in the Debt Commitment Letter and fees Fee Letter or on such other terms as Purchaser and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, Lenders shall agree so long as the “Required Amounts”). The obligations terms of the financing sources Definitive Agreements (w) do not reduce the aggregate amount of the Debt Financing to fund below the commitments under the Commitment Letter are not subject to any conditions other than as amount set forth in the Debt Commitment Letter. As , (x) do not contain additional or modified conditions or other contingencies to the funding of the date of this AgreementDebt Financing than those contained in the Debt Commitment Letter, to the knowledge of Parent, no event has occurred that and (with or without notice, lapse of time, or bothy) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are otherwise not reasonably likely to result in impair or delay the Closing or the date on which the Debt Financing would be obtained, (iii) any of to satisfy (or obtain the waiver of) on a timely basis all conditions to obtaining the Financing applicable to Purchaser or its Affiliates set forth in the Debt Commitment Letter not being satisfied or and the Definitive Agreements, (iiiii) to comply in all material respects with its obligations under the funding contemplated in the Debt Commitment Letter not being made available to Parent on a timely basis in order (or obtain the waiver of such obligations) and (iv) to consummate the transactions Debt Financing contemplated by this Agreementthe Debt Commitment Letter and the Fee Letter at or prior to the Closing, including by using its reasonable best efforts to cause the Lenders to fund the Debt Financing.

Financing. TrueThe Purchaser has received, correct and complete copies of provided to the debt Special Committee a copy of, a fully executed commitment letter from General Electric Capital Corporation dated October 28, 2004 providing for financing necessary to consummate the date of this Agreement from affiliates of each of Credit Suisse Merger and Deutsche Bank describing the terms and conditions upon which such lender will arrange and provide such financing (the “Commitment Letter”) providing for debt financing as described therein (). A true and correct copy of the “Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is included in full force and effect and is valid and enforceable against Section 4.4 of the parties thereto in accordance with its terms, subject, as written disclosure schedule delivered by the Purchaser to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws the Company on the date of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)this Agreement. The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The lender’s obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As The Purchaser is not aware of any fact or occurrence existing on the date of this Agreement, to the knowledge of Parent, no event has occurred Agreement that (with i) makes any of the assumptions or without notice, lapse of time, or both) would constitute a breach or default under statements set forth in the Commitment Letter by Parent inaccurate, (ii) causes the Commitment Letter to be ineffective or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (iiii) any precludes the satisfaction of the conditions set forth in the Commitment Letter not being satisfied Letter.All commitment or (ii) the funding contemplated in other fees required to be paid under the Commitment Letter not being made on or prior to the date hereof have been paid. The aggregate amount of financing committed pursuant to the Commitment Letter, together with the Company’s available cash as contemplated by the Commitment Letter, is sufficient to Parent on a timely basis fund all amounts required to be paid in order to consummate connection with the consummation of the transactions contemplated by this AgreementAgreement and to pay all of the related fees and expenses. The Purchaser believes that, upon the consummation of the transactions contemplated by this Agreement (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, and (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature.

Financing. True(a) Parent and Merger Sub shall each use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies of to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit Bdescribed in the Commitment Letter. Notwithstanding anything in this Agreement to the contrary, Parent and Merger Sub shall, subject to prior written consent of the Special Committee (on behalf of the Company), which consent shall not be unreasonably withheld, have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, any definitive agreements with respect to the Financing pursuant to the Commitment Letter, and/or alternative financing for all or any portion of the Financing pursuant to the Commitment Letter includes a commitment from the same and/or alternative financing sources; provided, that any such amendment, replacement, supplement or other modification to fund or waiver of any payment made provision of the Commitment Letter or such definitive agreements that amends the Financing pursuant to the Commitment Letter and/or substitution of all or any portion of the Financing pursuant to the Commitment Letter shall not (i) reduce the aggregate amount of Financing, together with available Company cash, below the amount required to consummate the Merger, (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing, (iii) prevent or materially delay the consummation of the transactions contemplated by this Agreement or (iv) adversely impact the ability of Parent or Merger Sub pursuant to enforce their respective rights against the other parties to the Financing Documents. Parent shall promptly deliver to the Company copies of any such amendment, replacement, supplement, modification or waiver. In addition, Parent and Merger Sub shall use their respective commercially reasonable efforts to (A) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions contained in the Commitment Letter, or on other terms reasonably acceptable to Parent and not in violation of this Section 7.3. The 6.8(a), (B) satisfy on a timely basis all conditions in the Commitment Letter that are within its control, (C) consummate the Financing in an amount, together with available Company cash, that is in full force sufficient to fund the Merger Consideration at or prior to the Effective Time and effect (D) enforce its rights under the Commitment Letter. In the event that all conditions to funding under the Financing Documents have been satisfied, Parent and is valid and enforceable against Merger Sub shall use their respective commercially reasonable efforts to cause the parties thereto Lender to fund the Financing required to consummate the transactions contemplated under this Agreement, including the Merger in accordance with the terms of this Agreement (including taking enforcement actions to cause such Persons to provide such financing). For purposes of this Section 6.8, references to “Financing” shall include the financing contemplated by the Financing Documents as permitted in the case of the Commitment Letter, to be amended, replaced or supplemented by this Section 6.8(a) and references to “Financing Documents” and “Commitment Letter” shall include such documents as permitted to be replaced, amended or supplemented by this Section 6.8(a). In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, (x) Parent shall promptly notify the Company and use its terms, subjectcommercially reasonable efforts to arrange to obtain alternative financing from the same or alternative sources on terms not materially less beneficial to Parent and Merger Sub (as determined in the reasonable judgment of Parent), as promptly as practicable following the occurrence of such event, (y) the term “Commitment Letter” in this Section 6.8 shall be deemed to enforceabilityinclude any new financing commitment entered into with respect to obtaining such alternative financing, as well as any modified commitment letters entered into in accordance with this Section 6.8 and (z) the obligations under this Section 6.8 shall apply equally to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity any such alternative financing (regardless of whether such enforceability is considered in a proceeding in equity or at lawincluding any new financing commitment). The aggregate proceeds contemplated Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the alternative financing. Parent shall promptly notify the Company of any material breach or default (or any other breach or default that could reasonably be expected to adversely affect the timely availability of the Financing to be provided by the Commitment Letters will be sufficient for Letter in any material respect) of which Parent or Merger Sub and the Surviving Corporation has become aware by any party to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parentor any written notice, Merger Sub and their respective Representatives incurred proposal or other communication by any financing party named in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the a Commitment Letter are not subject to any conditions other than as set forth in the withdraw, repudiate or terminate such Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreement.

Financing. True(a) Buyer shall use commercially reasonable efforts to take, correct or cause to be taken, all actions and complete copies of to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Debt Financing on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated described in the Commitment Letter and fees and expenses of ParentFinancing Commitments, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources including commercially reasonable efforts to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of maintain in effect the conditions set forth in the Commitment Letter not being satisfied or Financing Commitments, (ii) the funding contemplated in the Commitment Letter not being made available to Parent satisfy on a timely basis all conditions applicable to Buyer to obtaining the Debt Financing, (iii) enter into definitive agreements with respect thereto on terms and conditions contained in order the Financing Commitments (including any “flex” provisions) (or other terms that would not materially and adversely impact the ability of Buyer to timely consummate the transactions contemplated hereby) and (iv) consummate the Debt Financing at or prior to the Closing (including by taking enforcement actions against the lenders and other persons providing the Debt Financing to fund such financing). Buyer shall not agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Debt Financing, in each case, without Stockholders’ Representative’s prior written consent (which consent shall not be unreasonably withheld or delayed), except any such amendment, supplement or other modification to the Financing Commitments that would not involve any conditions to funding the Debt Financing that are not contained in the Financing Commitments, and would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Debt Financing or the transactions contemplated by this AgreementAgreement (it being understood that, subject to the requirements of this sentence, such amendment, supplement or other modification of the Financing Commitments may provide for the assignment of a portion of the Financing Commitment to additional agents or arrangers and the granting to such persons of approval rights as are customarily granted to additional agents or arrangers) shall be permitted hereunder without Stockholders’ Representative’s prior written consent (which consent shall not be unreasonably withheld or delayed). Upon any such amendment, supplement or modification of the Financing Commitments in accordance with this Section 6.6(a), Buyer shall provide a copy thereof to Stockholders’ Representative and the term “Financing Commitments” shall mean the Financing Commitments as so amended, supplemented or modified.

Financing. True, correct and complete copies of (a) During the debt commitment letter dated period commencing on the date of this Agreement from affiliates and terminating on the earlier to occur of each the Closing and the termination of Credit Suisse this Agreement pursuant to and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”)in accordance with Article IX, subject to the limitations and restrictions set forth in this Section 4.8, Buyer shall use, and shall cause Borrower to use, commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter or the Refinancing Facility, as applicable, and shall use commercially reasonable efforts to negotiate and enter into definitive agreements (such definitive agreements as relate to the Debt Financing, together with the Debt Commitment Letter, or any Refinancing Facility, as applicable, the “Debt Documents”) with respect thereto on substantially the terms and conditions contemplated by the Debt Commitment Letter or on other terms that are in the aggregate not materially less favorable, taken as a whole, to the Borrower (in the reasonable judgment of the Borrower) than the terms set forth therein are attached hereto as Exhibit B, which in the Debt Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its termsor, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion Refinancing Facility (if applicable), as otherwise agreed to by the Borrower (as determined by the Borrower in good faith). Without limiting the generality of the 5% Preferred Stock into Company Common Stock prior to foregoing, during the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of period commencing on the date of this Agreement and terminating on the earlier to occur of the Closing and the termination of this Agreement pursuant to and in accordance with Article IX for any reason (other than by reason of a breach of Section 4.8 by any Premier Party), Buyer shall give the Equityholder prompt notice of the receipt by Buyer of any written notice or other written communication from any Debt Financing Source to Buyer with respect to any actual or threatened termination, cancellation, withdrawal or repudiation by any party to the Debt Commitment Letter, with respect to the Debt Financing contemplated thereby (but, excluding, in each case, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or), if as a result thereof Buyer believes in good faith that there is a material likelihood that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letter or any Refinancing Facility. Subject to the other terms and conditions of this Agreement, as soon as reasonably practicable Buyer shall provide any information reasonably requested by the Equityholder (and that is in Buyer’s knowledge and possession) relating to any circumstance referred to in the immediately preceding sentence. Notwithstanding anything contained herein to the knowledge of Parentcontrary, in no event has occurred shall Buyer be required to disclose any information that (with would reasonably be expected to waive the protection of attorney-client or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreementsimilar privilege.

Financing. True, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”a) providing for debt financing as described therein (the “Financing”), subject Subject to the terms and conditions set forth therein are attached hereto as Exhibit Bof this Agreement, which Commitment Letter includes a commitment to fund any payment made by each of Parent or and Merger Sub pursuant shall use, its reasonable best efforts to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its termstake, subjector cause to be taken, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights all actions and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity do, or at law). The aggregate proceeds contemplated cause to be provided by done, all things necessary, proper or advisable to consummate and obtain the Commitment Letters will be sufficient for Merger Sub Financing on the terms and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated conditions described in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions Financing Commitments (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any market flex provisions applicable thereto that have been disclosed in writing to the Company), including using reasonable best efforts to (i) maintain in effect the Financing Commitments, (ii) negotiate definitive agreements with respect thereto on the terms and subject only to the terms and conditions contemplated by the Financing Commitments (subject to any market flex provisions applicable thereto that have been disclosed in writing to the Company) on other than terms no less favorable in the aggregate to Parent and Merger Sub (as determined in the reasonable judgment of the Company) and (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Financing set forth in the Commitment LetterFinancing Commitments and the definitive agreements that are within their respective control. As If all conditions to the Financing Commitments have been satisfied, Parent shall use its reasonable best efforts (including, other than with respect to the provider of the date Equity Financing, through litigation pursued in good faith) to cause the Lenders and the Person providing the Equity Financing to fund on the Closing Date, as applicable, the Financing required to consummate the Merger, respectively. Parent shall not, and shall not permit any of its Affiliates to, take any action not otherwise required or expressly permitted under this Agreement, to the knowledge of Parent, no event has occurred Agreement that (with or without notice, lapse of timeis a breach of, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) termination of, any of the Financing Commitments. If any portion of the Financing becomes unavailable on the terms and conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available Financing Commitments, Parent shall, as promptly as practicable following the occurrence of such event, use its reasonable best efforts to Parent on a timely basis arrange to obtain alternative financing from alternative sources in order an amount sufficient to consummate the transactions contemplated by this Agreement.

Financing. True, correct (a) Parent shall use reasonable best efforts to consummate and complete copies of obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment subject only to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or Financing Documents, including using reasonable best efforts to (i) maintain in effect and comply with the Financing Documents, (ii) the funding contemplated in the Commitment Letter not being made available satisfy (and cause its Affiliates to Parent satisfy) on a timely basis all conditions applicable to Parent and its Affiliates in order the Financing Documents (or, if necessary or deemed advisable by Parent, seek consents or waivers of conditions applicable to Parent or its applicable Subsidiary contained in such Financing Document), (iii) consummate the transactions contemplated Debt Financing at or prior to the time the Closing is required to occur pursuant to Section 1.3, including using reasonable best efforts to cause the lenders and other Persons party to the Debt Financing Documents to fund the Debt Financing, (iv) conduct the Share Issue in accordance with the Parent Announcements (or any amendment or supplement thereto) and otherwise consummate the Equity Financing, including to cause the joint bookrunners and lead managers to procure subscribers for, and if such subscribers cannot be procured or default in their subscription, subscribe as principal, for any ordinary shares in the capital of Parent not properly subscribed and paid for in connection with the Share Issue in accordance with the terms of the Placing Agreement, (v) enforce its rights under the Financing Documents, and (vi) comply with its covenants and other obligations under the Financing Documents. Parent shall not, without the prior written consent of the Company, (A) terminate or agree or otherwise assent to any termination of (or fail to exercise any right available to it under the Financing Documents to prevent the termination of), (B) agree to or permit any amendment, supplement or modification to be made to, or (C) grant any waiver of any provision under, in each case, the Financing Documents if such termination, amendment, supplement, modification or waiver would (x) reduce (or would have the effect of reducing) the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount other than as effected pursuant to any market flex provisions expressly set forth in the Fee Letters) if such reduction would reduce the aggregate amount of the Financing (together with Parent’s existing cash resources) below the amount needed to fund the Payment Obligations on the Closing Date, (y) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing (or otherwise expand, amend or modify any other provision of the Financing Documents), in a manner that could reasonably be expected to delay or prevent or make less likely to occur the funding of the Financing (or satisfaction of the conditions to the Financing), with respect to the Equity Financing, promptly after the date of this AgreementAgreement and, with respect to the Debt Financing, on the Closing Date or (z) adversely impact the ability of Parent (or any Affiliate thereof) to enforce its rights against other parties to the Financing Documents. Parent shall deliver to the Company true and complete copies of any amendment, modification, supplement, consent or waiver to or under any Financing Document as soon as reasonably practicable following the execution thereof.

Financing. True(a) Each of Parent and Merger Sub shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies to do, or cause to be done, all things necessary to arrange the Financing in a timely manner including using reasonable best efforts to (i) negotiate and enter into definitive agreements (the "Debt Financing Agreements") with respect to, and on the terms and conditions contained in, the Debt Financing Commitment Letter in a timely manner, the terms and conditions of which shall not expand the conditions to the closing of the debt commitment letter dated Debt Financing contained in the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Debt Financing Commitment Letter”, (ii) satisfy, or cause its Representatives to satisfy, on a timely basis all conditions in the Debt Financing Agreements and the Equity Financing Commitment Letter that are within its control, (iii) cause the Lenders and any other Persons providing for debt financing as described therein the Debt Financing to fund the Debt Financing at or prior to the Closing, (the “Financing”), iv) subject to the terms and conditions set forth therein are attached hereto as Exhibit Bof the Equity Financing Commitment Letter, which cause the Sponsors to fund the Equity Financing at or prior to the Closing, and (v) subject to the terms and conditions of the Debt Financing Commitment Letter includes a commitment and the Equity Financing Commitment Letter, draw upon and consummate the Financing at or prior to fund the Closing. If any payment made by portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment Letter or the Debt Financing Agreements, (x) Parent or shall promptly so notify the Company, and (y) each of Parent and Merger Sub pursuant shall use its reasonable best efforts to Section 7.3. The arrange to obtain alternative debt financing from the same or alternate sources, as promptly as practicable following the occurrence of such event (and in any event no later than ten (10) Business Days prior to the End Date), on terms and conditions not materially less favorable, in the aggregate, to Parent and Merger Sub than those contained in the Debt Financing Commitment Letter Letter, the Debt Financing Agreements and any related Fee Letter, in an amount sufficient (assuming (A) the Equity Financing is in full force and effect and is valid and enforceable against the parties thereto funded in accordance with its termsthe Equity Financing Commitment Letter, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds B) the contributions contemplated to be provided by the Commitment Letters will be sufficient for Rollover Agreement are made in accordance with the terms of the Rollover Agreement, and (C) the satisfaction of the conditions to the obligation of Parent and Merger Sub and to consummate the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in Section 7.1 and Section 7.2 or the Commitment Letter. As waiver of the date of this Agreement, to the knowledge of such conditions by Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the Merger and other transactions contemplated by this Agreement.Agreement (the "Alternate Financing"), and to enter into new definitive agreements with respect to such Alternate Financing

Financing. True(a) Parent shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies of to do, or cause to be done, all things necessary, proper or advisable to arrange the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Debt Financing on the terms and conditions set forth therein are attached hereto described in the Debt Financing Commitment (provided that Parent and Merger Sub may replace or amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment as Exhibit Bof the date hereof, which Commitment Letter includes a commitment to fund any payment made by or otherwise so long as the terms would not adversely impact the ability of Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is timely consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in full force effect the Debt Financing Commitment, (ii) satisfy on a timely basis all conditions within its control applicable to Parent and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and to obtaining the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as Debt Financing set forth in the Commitment LetterDebt Financing Commitment, and (iii) negotiate definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitments or on other terms no less favorable in the aggregate to Parent and Merger Sub (as determined in the reasonable judgment of Parent). As of In the date of this Agreement, event that all conditions to the knowledge Financing Commitments have been satisfied in Parent’s good faith judgment, Parent shall use its reasonable best efforts to cause the lenders providing the Debt Financing to fund on the Closing Date the Debt Financing required to consummate the Merger. Parent shall not, and shall not permit any of Parentits Affiliates to, no event has occurred take any action not otherwise required or expressly permitted under this Agreement that (with or without notice, lapse of timeis a breach of, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) termination of, any of the Financing Commitments. If any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available Debt Financing Commitment, Parent shall use its reasonable best efforts to Parent on a timely basis arrange to obtain alternative financing from alternative sources in order an amount sufficient to consummate the transactions contemplated by this AgreementAgreement on terms no less favorable in the aggregate to Parent and Merger Sub (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach by any party to the Financing Commitments, of which Parent or Merger Sub becomes aware, or any termination of the Financing Commitments. Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Debt Financing.

Financing. True(a) Purchaser shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies of to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing Financing as described therein (the “Financing”), subject to promptly as reasonably practicable on the terms and subject only to the conditions set forth therein are attached hereto as Exhibit Bcontained in the Financing Commitments. Purchaser shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Financing Commitments (except for any such amendments, modifications or waivers which, individually or in the aggregate, would not be reasonably expected to prevent, delay or impair the availability of the Financing under the Financing Commitments or the consummation of the Transactions) without the prior written consent of the Sellers, which Commitment Letter includes consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, Purchaser shall use reasonable best efforts to (i) maintain in effect the Financing Commitments, (ii) satisfy on a commitment timely basis (or obtain the waiver of) all conditions applicable to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is Purchaser in full force the Financing Commitments that are within its control and effect and is valid and enforceable against the parties thereto in accordance otherwise comply with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium covenants and other laws of general applicability relating obligations thereunder, (iii) negotiate with the Lenders and other third parties and enter into definitive agreements with respect to or affecting creditors’ rights the Financing on the terms and subject only to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds the conditions contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and Financing Commitments, (iv) consummate the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock Financing at or prior to the Merger)Closing, (v) enforce its rights under the aggregate Option Consideration, any repayment or refinancing of debt contemplated Financing Commitments in the Commitment Letter event of a breach or other failure to fund by a Lender that impedes or delays the Closing, and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with (vi) otherwise cause the Lenders to fund on the Closing Date the Financing required to consummate the Transactions (collectivelyincluding taking enforcement action to cause the Lenders to provide the Financing); provided, that Purchaser shall not be required to agree to terms and conditions that are, in the “Required Amounts”). The obligations of the financing sources aggregate, materially less favorable to fund the commitments under the Commitment Letter are not subject to any conditions other Purchaser than as those set forth in the Commitment LetterFinancing Commitments. As Upon the reasonable request of the date Sellers, Purchaser shall inform the Sellers of this Agreement, the status of its efforts to arrange the Financing and any material developments relating to the knowledge Financing. Without limiting the generality of Parentthe foregoing, no Purchaser shall give the Sellers prompt notice: (A) upon becoming aware of any material breach or default (or any event has occurred that (or circumstance that, with or without notice, lapse of timetime or both, could reasonably be expected to give rise to any material breach or default) by Purchaser, or bothto the Knowledge of Purchaser, any other party to any Financing Commitment or definitive document related to the Financing; (B) would constitute a breach or default under of the Commitment Letter by Parent or Merger Sub. Parent has no knowledge receipt of any facts written notice or circumstances other written communication from any Person with respect to any (x) actual or potential breach, default, termination or repudiation by any party to any Financing Commitment or any definitive document related to the Financing of any provisions of any Financing Commitment or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Financing Commitment or any definitive document related to the Financing; and (C) if for any reason Purchaser believes in good faith that are (x) there is a reasonable likelihood to be a material dispute or disagreement between or among any parties to any Financing Commitment or any definitive document related to the Financing or (y) it is reasonably likely that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitments or the definitive documents related to the Financing. As soon as reasonably practicable, but in any event within five (5) Business Days after the date the Sellers deliver to Purchaser a written request, Purchaser shall provide any information reasonably requested by the Sellers relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Purchaser shall refrain from taking, directly or indirectly, any action that is reasonably likely to result in (i) the failure of any conditions contained in the Financing Commitments or any definitive agreement related thereto. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, Purchaser shall use its reasonable best efforts to arrange and obtain financing as promptly as practicable from alternative sources in an amount sufficient to replace the Financing as promptly as practicable and without the imposition of any new or additional conditions and without any adverse amendment to existing conditions to the Financing, and Purchaser’s obligations under this Section 7.05(a) shall apply to such alternative financing and the agreements related thereto as if such alternative financing is the Financing and any commitment related thereto is the Financing Commitments; provided, that Purchaser shall not be required to agree to terms and conditions with respect to any alternative financing that are, in the aggregate, materially less favorable in any material respect to Purchaser than those set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this AgreementFinancing Commitments.

Financing. True(a) Each of Parent and HoldCo shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing on the terms and conditions set forth in the Commitment Letter as promptly as practicable after the date hereof, including using its reasonable best efforts to (i) maintain in effect the Commitment Letter until the Mergers and the other transactions contemplated by this Agreement are consummated (it being acknowledged that the commitments under the Commitment Letter may be reduced or terminated in accordance with the Commitment Letter in effect on the date hereof (provided that the aggregate proceeds of the debt commitment letter dated Debt Financing, together with cash, cash equivalents and short-term marketable securities held by the date Parent Entities, as of the First Effective Time, will be sufficient to enable Parent and/or HoldCo to pay all amounts required to be paid by them in cash in connection with the transactions contemplated by this Agreement from affiliates Agreement, including the Preferred Stock Consideration and all payments, fees and expenses payable by them arising out of each the consummation of the transactions contemplated by this Agreement, the Company Notes and the Credit Suisse Agreement)) and Deutsche Bank (ii) unless Parent or HoldCo shall have reduced the “commitments under the Commitment Letter”) providing for debt financing as described therein Letter to zero in accordance with the immediately preceding clause (the “Financing”i), subject (x) timely negotiate definitive agreements with respect to the facilities contemplated by the Commitment Letter on the terms and conditions set forth therein are attached hereto as Exhibit B(or other terms agreed to by Parent, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub HoldCo and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior lenders, subject to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in restrictions on amendments to the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreementbelow), (y) satisfy or cause to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute be waived on a breach or default under the Commitment Letter by timely basis all conditions applicable to Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions HoldCo set forth in the Commitment Letter not being satisfied or such definitive agreements that are within its control and otherwise comply with its obligations thereunder and (iiz) upon the funding contemplated in satisfaction or waiver of such conditions, consummate the Debt Financing. Parent and HoldCo shall take any and all actions necessary to obtain the confirmation of the counterparties to the Commitment Letter not being made available that such counterparties have completed and are satisfied with the results of all client identification procedures with respect to HoldCo that are required by such counterparties under the Commitment Letter as promptly as practicable. In the event that all conditions set forth in Section 9.01 and Section 9.02 have been satisfied or waived or, upon funding of the Debt Financing, shall have been satisfied or waived, Parent and HoldCo shall, and shall cause their Subsidiaries to, use reasonable best efforts to cause the Financing Sources providing the Debt Financing to fund on a timely basis in order the Closing Date the Debt Financing. Parent and/or HoldCo shall pay, or cause to consummate be paid, as the transactions contemplated by this Agreementsame shall become due and payable, all fees and other amounts under the Commitment Letter.

Financing. True(a) Parent has delivered to the Company true, correct and complete copies copies, as of the date of this Agreement, of an executed debt financing commitment letter and the related fee letter, each dated on or about the date of this Agreement (provided that the fee letter has been redacted to remove fees, pricing and other economic terms, thresholds and caps), from affiliates of each of Credit Suisse the Financing Sources (including all exhibits, schedules or annexes thereto, and Deutsche Bank (as amended, supplemented or otherwise modified from time to time in accordance with the terms set forth in this Agreement, collectively, the “Debt Commitment Letter”) providing for debt financing as described therein (the “Financing”)to provide, subject to the terms and conditions therein, debt financing to Guarantor or an Affiliate thereof in the amounts set forth therein are attached hereto as Exhibit B, which (the debt financing contemplated by the Debt Commitment Letter includes a commitment being collectively referred to fund any payment made as the “Financing”) for the purpose of funding the amounts required to be paid by Parent or Merger Sub at the Offer Closing and the Closing pursuant to this Agreement and in connection with the transactions contemplated hereby, including (i) the aggregate Offer Price payable by Parent or Merger Sub on the Offer Closing Date pursuant to Section 7.3. The Commitment Letter is in full force 1.01(f), and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration payable by Parent and Merger Sub on the Closing Date pursuant to Section 3.02(a) and the payment of the amounts contemplated by Section 3.07, (including ii) repayment, prepayment or discharge (after giving effect to the Closing) of the Payoff Debt for which a Payoff Letter is delivered pursuant to this Agreement, and (iii) all fees and expenses required to be paid on the Offer Closing Date and the Closing Date in connection with the provisional conversion of Financing and the 5% Preferred Stock into Company Common Stock prior other transactions contemplated hereby to be consummated on the Merger), Offer Closing Date or the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions Closing Date (clauses (i) through (iii) collectively, the “Required Closing Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreement.

Financing. True, correct and complete copies of (a) Parent shall use its reasonable best efforts to obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit Bdescribed in the Financing Commitments, which Commitment Letter includes a commitment including using its reasonable best efforts (i) to fund any payment made by negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (ii) to satisfy all conditions applicable to Parent or Merger Sub pursuant in such definitive agreements, (iii) to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance comply with its termsobligations under the Financing Commitments, subject, (iv) to enforce its rights under the Financing Commitments and (v) seeking such third party consents as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to may be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including reasonably required in connection with the provisional conversion Financing. Parent shall give the Company prompt notice upon becoming aware of any material breach by any party of the 5% Preferred Stock into Financing Commitments or any termination of the Financing Commitments. Parent shall keep the Company Common Stock prior informed on a prompt basis and in reasonable detail of the status of its efforts to arrange the Financing (including providing the Company with copies of all documents related to the MergerFinancing (other than ancillary agreements subject to confidentiality agreements)). In connection with its obligations under this Section 5.11, Parent shall be permitted to amend, modify or replace any portion of the Financing Commitments with new Financing Commitments, including through co-investment or by financing from one or more other additional parties (the “New Financing Commitments”), provided that Parent shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Financing Commitments if such replacement (including through co-investment by or financing from one or more other additional parties), amendment, modification, waiver or remedy reduces the aggregate Option Considerationamount of the Financing required to consummate the Merger and the other transactions contemplated hereby, adversely amends or expands the conditions to the drawdown of the Financing in any repayment respect that would make such conditions less likely to be satisfied, that can reasonably be expected to delay the Closing or refinancing is adverse to the interests of debt contemplated the Company in any other non de minimis respect. In the Commitment Letter and fees and expenses of Parentevent that all conditions to the Financing Commitments (other than, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectivelyDebt Financing, the “Required Amounts”). The obligations availability or funding of any of the financing sources Equity Financing) have been satisfied in Parent’s good faith judgment, Parent shall use its reasonable best efforts to cause the lenders and the other Persons providing such Financing to fund the commitments under Financing required to consummate the Commitment Letter are not subject Merger on the Closing Date. In the event that Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing unlikely to any conditions other than as set forth occur in the Commitment Letter. As of manner or from the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding sources contemplated in the Commitment Letter not being made available Financing Commitments, Parent shall promptly notify the Company and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources (including through co-investment by one or more additional parties) with terms and conditions no less favorable from the standpoint of Parent on a timely basis in order and Merger Sub and no more adverse to the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement. Parent and Merger Sub acknowledge and agree that their respective obligations to consummate the Agreement are not conditioned or contingent upon receipt of the Financing.

Financing. True, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”a) providing for debt financing as described therein (the “Financing”), subject Subject to the terms and conditions set forth therein are attached hereto as Exhibit Bof this Agreement, which each of Parent and Merger Sub shall use its reasonable best efforts to (i) obtain the Equity Financing on the terms and conditions described in the Equity Commitment Letter, (ii) maintain in effect the Equity Commitment Letter includes until the transactions contemplated hereby (including the Merger) are consummated, (iii) satisfy, or cause to be satisfied, on a commitment timely basis all conditions to the closing of and funding under the Equity Commitment Letter applicable to Parent and/or Merger Sub that are within its control, (iv) consummate the Equity Financing at or prior to the Effective Time and (v) enforce the parties’ funding obligations and the rights of Parent and Merger Sub under the Equity Commitment Letter to the extent necessary to fund any payment made by the consideration for the Merger; provided that Parent or and/or Merger Sub pursuant to Section 7.3. The may amend or modify the Equity Commitment Letter is in full force and effect and is valid and enforceable against so long as (A) the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by of the Commitment Letters Equity Financing (as amended or modified) will be sufficient for Merger Sub Parent and the Surviving Corporation Company to pay (1) the aggregate consideration for the Merger Consideration and (including 2) any other amounts required to be paid in connection with the provisional conversion consummation of the 5% Preferred Stock into Company Common Stock prior to transactions contemplated hereby (including the Merger)) upon the terms and conditions contemplated hereby and (B) such amendment or modification would not prevent, materially delay or materially impede or impair (1) the aggregate Option Consideration, any repayment or refinancing ability of debt contemplated in the Commitment Letter Parent and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreementhereby (including the Merger) or (2) the rights and benefits of the Company under the Equity Commitment Letter. Parent shall deliver to the Company true and complete copies of such amendment or modification as promptly as practicable after execution thereof. In the event any portion of the Equity Financing becomes unavailable on the terms and conditions contemplated in the Equity Commitment Letter, Parent shall promptly notify the Company and use its reasonable best efforts to obtain replacement debt or equity financing as promptly as practicable following the occurrence of such event.

Financing. True, correct Parent has delivered to the Company a true and complete copies copy, as of the debt commitment letter dated the date of this Agreement from affiliates Agreement, of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for an executed commitment letter to provide debt financing as described therein to Parent (the “Financing”)or Merger Sub) in an aggregate amount set forth therein, subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against thereof (the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger“Financing Commitment”), the aggregate Option Consideration, any repayment or refinancing proceeds of debt which shall be used to consummate the Merger and the other transactions contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions by this Agreement (collectively, the “Required AmountsFinancing”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, the Financing Commitment, in the form delivered to the knowledge Company, (i) has not been amended or modified, withdrawn or rescinded in any respect, (ii) represents the entire agreement between the parties, and (iii) is in full force and effect and is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, no event has occurred that (with or without noticethe other parties thereto. The Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Parent. As of the date of this Agreement, lapse subject to the accuracy of timethe representations and warranties of the Company set forth in Section 3.01, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances reason to believe that are reasonably likely it will be unable to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent satisfy on a timely basis any term or condition to be satisfied by it contained in order the Financing Commitment. Subject to consummate the transactions contemplated by accuracy of the representations and warranties of the Company set forth in Section 3.01(c), the proceeds from the Financing, when funded in accordance with the Financing Commitment and together with available funds at the Company, are sufficient for the satisfaction of all of Parent’s obligations under this Agreement, including the payment of the aggregate Merger Consideration and the consideration payable in respect of the Company Stock Options and to pay all related fees and expenses. Notwithstanding anything in this Agreement to the contrary, the Financing Commitment may be superseded at the option of Parent after the date of this Agreement but prior to the Effective Time by the New Financing Commitments in accordance with Section 5.07. In such event, the term “Financing Commitment” as used in this Agreement shall be deemed to include the New Financing Commitments to the extent then in effect.

Financing. True, correct and complete copies of (a) Parent shall use its reasonable best efforts to obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit Bdescribed in the Financing Commitments, which Commitment Letter includes a commitment including using its reasonable best efforts (i) to fund any payment made by negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (ii) to satisfy all conditions applicable to Parent or Merger Sub pursuant in such definitive agreements, (iii) to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance comply with its termsobligations under the Financing Commitments, subject, (iv) to enforce its rights under the Financing Commitments and (v) seeking such third party consents as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to may be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including reasonably required in connection with the provisional conversion Financing. Parent shall give the Company prompt notice upon becoming aware of any material breach by any party of the 5% Preferred Stock into Financing Commitments or any termination of the Financing Commitments. Parent shall keep the Company Common Stock prior informed on a prompt basis and in reasonable detail of the status of its efforts to arrange the Financing (including providing the Company with copies of all documents related to the MergerFinancing (other than ancillary agreements subject to confidentiality agreements)). In connection with its obligations under this Section 5.11, Parent shall be permitted to amend, modify or replace any portion of the Financing Commitments with new Financing Commitments, including through co-investment or by financing from one or more other additional parties (the “New Financing Commitments”), provided that Parent shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Financing Commitments if such replacement (including through co-investment by or financing from one or more other additional parties), amendment, modification, waiver or remedy reduces the aggregate Option Considerationamount of the Financing available to consummate the Offer and the Merger and the other transactions contemplated hereby, adversely amends or expands the conditions to the drawdown of the Financing in any repayment respect that would make such conditions less likely to be satisfied, that can reasonably be expected to delay the Closing or refinancing is adverse to the interests of debt contemplated the Company in any other non de minimis respect. In the Commitment Letter and fees and expenses of Parentevent that all conditions to the Financing Commitments (other than, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectivelyDebt Financing, the “Required Amounts”). The obligations availability or funding of any of the financing sources Equity Financing) have been satisfied in Parent’s good faith judgment, Parent shall use its reasonable best efforts to cause the lenders and the other Persons providing such Financing to fund the commitments under Financing required to consummate the Commitment Letter are not subject Offer on the Expiration Date and the Merger on the Closing Date. In the event that Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing unlikely to any conditions other than as set forth occur in the Commitment Letter. As of manner or from the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding sources contemplated in the Commitment Letter not being made available Financing Commitments, Parent shall promptly notify the Company and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources (including through co-investment by one or more additional parties) with terms and conditions no less favorable from the standpoint of Parent on a timely basis in order and Merger Sub and no more adverse to the ability of Parent and Merger Sub to consummate the - 46 - transactions contemplated by this Agreement. Parent and Merger Sub acknowledge and agree that their respective obligations to consummate the Agreement are not conditioned or contingent upon receipt of the Financing. In the event that Parent organizes any other subsidiaries to participate in the Financing of the transactions contemplated by this Agreement, (i) all of the capital stock of such subsidiaries will be owned directly or indirectly by Parent, (ii) Parent will cause each such subsidiary to perform their respective obligations under the Debt Commitment Letter including, without limitation, funding the Tender Facility Interest Support, if necessary, as described in the Debt Commitment Letter, and (iii) Parent will cause such subsidiaries to become a party to this Agreement to the extent necessary to ensure that such subsidiaries become obligated to provide Merger Sub with the funds required to fulfill its obligations under this Agreement, including the payment of the Per Share Amount, the Merger Consideration and the Option and Stock-Based Consideration (and any fees and expenses of or payable by Merger Sub or the Surviving Corporation).

Financing. TruePrior to the Closing, correct and complete copies the Company shall use its reasonable efforts, at Parent’s sole expense, to assist Parent in a refinancing of all or any portion of the debt commitment letter dated Indebtedness of the Company existing on the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank hereof (the “Commitment Letter”) providing for debt financing as described therein (the “Debt Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity including: (regardless of whether such enforceability is considered i) participating in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by reasonable number of meetings, presentations and due diligence sessions; (ii) assisting with the Commitment Letters will be sufficient for Merger Sub preparation of one customary offering memorandum and the Surviving Corporation to pay the aggregate Merger Consideration (including one presentation in connection with the provisional conversion Debt Financing; and (iii) executing and delivering any definitive financing documents and certificates as may be reasonably requested by Parent; provided that (a) irrespective of the 5% Preferred Stock 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 Company Common Stock any agreement that is effective before the Effective Time) or that would be effective prior to the Merger)Effective Time, (b) such efforts do not unreasonably interfere with the aggregate Option Considerationongoing operations of the Company and its Subsidiaries, and (c) none of the Company or any repayment of its Subsidiaries shall be required to issue any offering or refinancing information document. None of debt contemplated in the Commitment Letter and fees and expenses Company or any of Parent, Merger Sub and their respective Representatives incurred 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 with the Transactions Debt Financing or any of the foregoing prior to the Effective Time, and Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company, its Subsidiaries and their Representatives in connection with the Debt Financing or any cooperation pursuant to this Section 6.14. 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 (collectively, including any action taken in accordance with this Section 6.14) and any information utilized in connection therewith (other than arising from historical information provided by the “Required Amounts”Company or its Subsidiaries). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, Company hereby consents to the knowledge use of Parent, no event has occurred its and its Subsidiaries’ logos in connection with the Debt Financing; provided that (with such logos shall be used solely in a manner that is not intended or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) harm, disparage or otherwise adversely affect the Company or any of its Subsidiaries. Parent and Merger Sub acknowledge and agree that the conditions set forth in obtaining of the Commitment Letter Debt Financing is not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available a condition to Parent on a timely basis in order Closing and reaffirm their obligation to consummate the transactions contemplated by this AgreementAgreement irrespective and independently of the availability of the Debt Financing, subject to fulfillment or waiver of the conditions set forth in Article VII.

Financing. True(a) Neither Parent nor Merger Sub shall agree or permit (and Parent and Merger Sub shall cause their Affiliates to not agree or permit) to any amendment, correct and complete copies replacement, supplement or other modification of, or waive any of its rights or any rights in favor of the debt commitment letter dated Company under, any Financing Commitment or any definitive agreements related to any Financing Commitment (including the Debt Fee Letter), in each case, without the prior written consent of the Company, if such amendment, replacement, supplement or other modification or waiver (x) reduces the aggregate amount of the Financing below the amount required to consummate the transactions contemplated hereby on the Closing Date or (y) amends, supplements or otherwise modifies the conditions precedent to the Financing Commitments or adds or imposes new terms or conditions in a manner that would reasonably be expected to (i) materially delay, impede or impair the Closing or prevent the Closing or (ii) adversely impact the ability of Parent, Merger Sub or any of their Affiliates to enforce their rights under the Financing Commitments or the ability of Parent, Merger Sub, Borrower or their Affiliates to perform their obligations hereunder on a timely basis; it being understood and agreed that Parent, Merger Sub or any of their Affiliates may, without the consent of the Company, amend or otherwise modify the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter on the date of this Agreement from affiliates so long as such amendment or modification does not have the effects described in clauses (x) or (y) above. Parent and Merger Sub shall promptly deliver to the Company copies of each any such amendment, restatement, amendment and restatement, replacement, supplement, modification, waiver or consent. Each of Credit Suisse Parent and Deutsche Bank (Merger Sub shall, and shall cause any of their Affiliates, as applicable, to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and obtain the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto described in the Financing Commitments (as Exhibit Bsuch terms may be modified or adjusted in accordance with the terms of, which Commitment Letter includes a commitment and within the limits of, the “flex” provisions contained in the Debt Fee Letter, as applicable) including (i) using its reasonable best efforts to fund any payment made by (u) enforce its rights under the Financing Commitments; provided, however that nothing contained in this Section 5.6 shall require either Parent or Merger Sub to bring any enforcement action or proceeding against any Debt Financing Source to enforce its respective rights under the Debt Commitment Letter to procure Debt Financing pursuant to Section 7.3. The the Debt Commitment Letter is and Debt Fee Letter, (v) maintain in full force and effect and is valid and enforceable against the parties thereto Financing Commitments in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium the terms and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior subject to the Merger)conditions thereof, (w) negotiate and enter into definitive agreements with respect thereto on the aggregate Option Considerationterms and conditions contained therein, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or bothx) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent satisfy on a timely basis all conditions applicable to the Borrower in order such definitive agreements that are within its control and (y) cause Borrower to contribute or otherwise transfer the proceeds of the Debt Financing to Parent to permit Parent and Merger Sub to consummate the transactions contemplated by this Agreement; and (ii) at the request of the Company, fully enforcing the Equity Financing Sources’ obligations (and the rights of Parent and the Company) under the Equity Commitment Letter, including by filing one or more lawsuits against the Equity Financing Sources to fully enforce the Equity Financing Sources’ obligations (and the rights of Parent and the Company) thereunder. Upon any amendment, replacement, supplement or modification of the Equity Commitment Letter or Debt Commitment Letter in accordance with this Section 5.6(a), the terms “Equity Commitment Letter” and “Debt Commitment Letter” shall mean the Equity Commitment Letter and Debt Commitment Letter, as applicable, as so amended, replaced, supplemented or modified in accordance with this Section 5.6(a). Parent and Merger Sub shall keep the Company reasonably informed of any material developments concerning the Financing that would reasonably be expected to adversely affect (x) the ability of Parent or Borrower to satisfy any of the conditions to the Debt Financing or the Equity Financing or (y) the availability of the Debt Financing or the Equity Financing (other than by virtue of the imposition of original issue discount, which may be funded at the election of Borrower as provided in the Debt Fee Letter and/or by an increase in the amount of the Equity Financing); provided, neither Parent, the Borrower nor Merger Sub shall be required to provide information to the extent that the provision thereof would violate any attorney-client privilege, law, rule or regulation or any confidentiality obligation binding on Parent or Merger Sub and/or any of their respective affiliates.

Financing. True(a) Parent shall use reasonable best efforts to take, correct or cause to be taken, all actions and complete copies 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 and shall not permit any amendment or modification to be made to, any replacement of all or a portion of any facilities (or commitments thereof) described in, or any waiver of any provisions under, the Commitment Letter without the prior written consent of the Company, if such amendment, modification, replacement or waiver (i) reduces the aggregate amount of the Financing to an amount below the amount required, to consummate the Transactions and to repay or refinance the debt commitment letter dated contemplated to be replaced by the Commitment Letter, including the payment of all fees, premiums and expenses associated therewith, (ii) imposes additional conditions or any contingencies or otherwise expands upon, amends or otherwise modifies any of the conditions to the receipt of any portion of the Financing in a manner that would or would reasonably be expected to make any portion of the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to be obtained, (iii) prevents, impedes or delays the occurrence of Closing, (iv) adversely impacts the ability of Parent to enforce its rights against any other party to the Commitment Letter or the Definitive Agreements or (v) adversely impacts the ability of Parent to consummate the transactions contemplated hereby. For the avoidance of doubt, but subject to the foregoing, Parent may amend, supplement, modify or replace the Commitment Letter as in effect at the date hereof (x) to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Commitment Letter as of the date of this Agreement from affiliates or (y) to increase the amount of indebtedness. Parent shall not, and shall not permit any of its Subsidiaries to, (a) issue or sell any debt securities, incur debt for borrowed money or issue any equity securities or equity-linked securities, in each case the effect of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject which is to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund reduce the commitments under the Bridge Facility (as defined in the Commitment Letter Letter) unless (i) all lenders providing debt commitments and loans thereunder are Investment Grade Lenders (as defined in the Commitment Letter) and (ii) the proceeds are placed in an escrow account and not released therefrom until either used for Financing of the Transactions or the termination of this Agreement in accordance with Article VIII, (b) will not obtain commitments for, or obtain loans under, any term loan facility or term bank debt the effect of which is to reduce the commitments under the Bridge Facility (as defined in the Commitment Letter) unless (i) the purpose of such loans is solely to finance the Transactions, (ii) the conditions precedent to the availability of such facility on the Offer Closing are not subject less favorable to Parent than such conditions in the Bridge Facility and do not include any conditions other than as not set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that Condition Precedent Exhibit (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth as defined in the Commitment Letter Letter) and (iii) any proceeds from any such facility received prior to the Offer Closing are placed in an escrow account and not being satisfied released therefrom until either used to finance the Transactions or the termination of this Agreement in accordance with Article VIII; or (iic) consummate any sale or disposition of assets the funding contemplated in effect of which is to reduce the Commitment Letter not being made available to Parent on a timely basis in order to consummate commitments under the transactions contemplated by this Agreement.Bridge Facility unless the proceeds

Financing. True(a) Parent and Merger Sub shall take all actions, correct and complete copies of do all things, necessary, proper or advisable to obtain the debt commitment letter dated Required Amount contemplated by the date of this Agreement from affiliates of each of Credit Suisse Equity Commitment Letters, including (i) maintaining in effect the Equity Commitment Letters, (ii) satisfying on a timely basis all conditions applicable to Parent and Deutsche Bank Merger Sub set forth in the Equity Commitment Letters, (iii) entering into definitive agreements to consummate the “Equity Commitment, (iv) consummating the Equity Commitment Letter”) providing for debt financing as described therein (contemplated by the “Financing”), subject Equity Commitment Letters on or prior to the terms Closing Date (and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment in any event prior to fund any payment made by the Outside Date) and (v) fully enforcing the rights of Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay obligations of Investors under the aggregate Merger Consideration Equity Commitment Letters, including (including in connection with at the provisional conversion request of the 5% Preferred Stock into Company Common Stock prior Company) by filing one or more lawsuits against the Investors to fully enforce the Merger), the aggregate Option Consideration, any repayment or refinancing rights of debt contemplated in the Commitment Letter Parent and fees and expenses of Parent, Merger Sub and the obligations of Investors thereunder (and the Company shall be entitled to enforce the rights of Parent and Merger Sub and of the Company and its stockholders by filing such lawsuits against the Investors on behalf of Parent and Merger Sub and the Company and its stockholders). Neither Parent nor Merger Sub shall amend, alter, waive, terminate, modify or rescind, or agree to amend, alter, waive, terminate, modify or rescind, any term of the Equity Commitment Letters without the prior written consent of the Company. Parent shall promptly (and in any event within one (1) Business Day) notify the Company of (x) the expiration or termination (or attempted or purported termination, whether or not valid) of the Equity Commitment Letters, (y) any breach or threatened breach by the Investors of the Equity Commitment Letters or (z) any refusal by the Investors to provide, any stated intent by the Investors to refuse to provide, or any expression of concern or reservation by the Investors regarding their respective Representatives incurred in connection with the Transactions (collectivelyobligation and/or ability to provide, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this AgreementAmount.

Financing. True(f) Notwithstanding anything contained in this Agreement to the contrary, correct the Purchaser expressly acknowledges and complete copies agrees that the Purchaser’s obligations under this Agreement are not conditioned in any manner whatsoever upon the Purchaser or any Designated Affiliate obtaining any financing and any failure by the Purchaser to consummate either Closing when otherwise required under this Agreement arising from the failure or inability of the debt commitment letter dated Purchaser to obtain financing will be deemed intentional and material for the date purposes of this Agreement from affiliates Agreement. Neither the Purchaser nor any of each its Affiliates shall, or shall permit, without the prior written consent of Credit Suisse and Deutsche Bank (the “Seller, any amendment or modification to be made to, or any waiver of any provision or remedy under, or replace, the Commitment Letter”, in any other manner that would reasonably be expected to (1) providing for debt materially delay or prevent either Closing Date or (2) materially delay or prevent the funding of the financing as described therein (or satisfaction of the “Financing”conditions to obtaining the financing), subject . The Purchaser will keep the Seller apprised of all developments or changes relating to the terms and conditions set forth therein are attached hereto as Exhibit B, which financing contemplated by the Commitment Letter. In the event that the Commitment Letter includes a commitment ceases to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is be in full force and effect at any time or the Lenders indicate any unwillingness to provide the financing contemplated thereby, or for any reason the Purchaser otherwise no longer believes in good faith that it or any Designated Affiliate will be able to obtain the financing contemplated thereby, then the Purchaser will promptly notify the Seller and is valid and enforceable against use commercially reasonable efforts to obtain replacement financing arrangements or commitment letters on terms no less favorable to the parties thereto in accordance with its termsPurchaser, subjecttaken as a whole, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)soon as reasonably practicable. The aggregate proceeds contemplated term “Commitment Letter” shall include such documents as permitted by this Section 5.5 to be provided by the Commitment Letters will be sufficient for Merger Sub amended, modified or replaced, and the Surviving Corporation term “Lenders” shall be deemed to pay include the aggregate Merger Consideration (including lenders thereunder, in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior each case from and after such amendment, modification or replacement. Notwithstanding anything to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated contrary in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, the Purchaser shall have no obligation to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default enforce any rights it may have under the Commitment Letter by Parent bringing an action, suit or Merger Subproceeding against the Lender. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreement.g)

Financing. True, correct (a) Each of Parent and complete copies Merger Sub will use reasonable best efforts to obtain the Financing (or in the event any portion or all of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for Financing becomes unavailable, alternative debt financing as described therein (in an amount sufficient, together with the “remaining Financing”), subject if any, and any other sources available to the terms Parent and conditions set forth therein are attached hereto as Exhibit BMerger Sub, which Commitment Letter includes a commitment to fund the payment of the Cash Consideration) from the same or other sources (such portion from sources other than any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against source providing the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds Financing contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub Letter as of the date hereof, the "Alternate Financing")) required to consummate the transactions contemplated by this agreement and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and related fees and expenses of Parent, Merger Sub on the Closing Date. Parent shall keep the Company informed on a reasonable basis and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations reasonable detail of the financing sources status of its efforts to fund arrange the commitments under Financing. Parent shall give the Commitment Letter are not subject to Company prompt notice upon becoming aware of, or receiving notice or other communication with respect to, any conditions other than as set forth in the Commitment Letter. As material breach of the date of this Agreementor default under, to the knowledge of Parent, no or any event has occurred or circumstance that (with or without notice, lapse of time, time or both) would constitute a could reasonably be expected to give rise to any material breach of or default under under, the Commitment Letter by Parent a party thereto or Merger Sub. Parent has no knowledge of any facts termination, withdrawal or circumstances that are reasonably likely to result in (i) any rescission of the Commitment Letter. Notwithstanding anything in this Agreement to the contrary, each of Parent and Merger Sub expressly acknowledges and agrees that neither the availability nor terms of the Financing 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 independent of the Commitment Letter not being satisfied availability or (ii) terms of the funding contemplated Financing or any Alternate Financing, Parent's or Merger Sub's use of efforts in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by accordance with this AgreementSection 6.08, or otherwise.

Financing. True(a) Each of Parent and Merger Sub shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies 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 by (i) maintaining in effect the Financing Commitments, (ii) satisfying on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Commitments that are within their control, including without limitation paying when due all commitment fees and other fees arising under the Financing Commitments as and when they become due and payable thereunder, (iii) consummating the financing contemplated by the Financing Commitments at or prior to the Effective Time, and (iv) enforcing the parties’ funding obligations (and the rights of Parent and Merger Sub) under the Financing Commitments to the extent necessary to fund the Merger Consideration. If any portion of the debt commitment letter dated Debt Financing becomes unavailable on the date of this Agreement from affiliates of each of Credit Suisse terms and Deutsche Bank (conditions contemplated by the “Debt Commitment Letter”, (x) providing for debt Parent and Merger Sub shall promptly notify the Company and (y) Parent and Merger Sub shall use their reasonable best efforts to arrange and obtain alternative financing as described therein (from alternative sources in an amount sufficient to consummate the “Financing”)Transactions with terms and conditions that are not less favorable, subject to in the aggregate, from the standpoint of the Company in any material respect than the terms and conditions set forth therein are attached hereto as Exhibit B, which in the Debt Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against as promptly as practicable following the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws occurrence of general applicability relating to or affecting creditors’ rights and to general principles of equity such event (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required AmountsAlternative Financing”). The obligations If Parent becomes aware of the financing sources existence of any fact or event that would reasonably be expected to fund cause the commitments under Debt Financing to become unavailable on the terms and conditions contemplated by the Debt Commitment Letter are not Letter, Parent and Merger Sub shall use their reasonable best efforts to either cure or eliminate such fact or event, subject to any conditions other than as set forth in the Commitment Letter. As Section 3.05(b) of the date Company Disclosure Schedule, or to arrange and obtain the Alternative Financing. Parent shall promptly provide a true, correct and complete copy of this Agreement, each alternative financing agreement (together with a redacted copy of any related fee letter) to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this AgreementCompany.

Financing. TrueGuarantor has delivered to the Company true, complete and correct and complete copies of the debt executed commitment letter letter, dated as of the date of this Agreement hereof, from affiliates of each of Credit Suisse the Debt Financing Sources and Deutsche Bank the executed fee letter (with only the amounts or fees, “pricing flex” and economic terms therein redacted) associated therewith (such commitment letter, including all exhibits, schedules, annexes, supplements, amendments and joinders thereto and the fee letter, including all exhibits, schedules, annexes, supplements, amendments and joinders thereto, collectively, the “Commitment LetterDebt Financing Commitments”) providing for debt financing as described ), pursuant to which the Debt Financing Sources party thereto have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein (the “Debt Financing”)) for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses. None of Purchaser, subject Merger Sub, Guarantor or any of their respective Affiliates has entered into any agreement, side letter or arrangement relating to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made Debt Financing that would be prohibited by Parent or Merger Sub pursuant to Section 7.36.8(a) of this Agreement. The Commitment Letter is in full force and effect and is valid Debt Financing Commitments represent a valid, binding and enforceable obligation of Purchaser and, to the knowledge of Purchaser, each other party thereto, enforceable against the parties thereto such party in accordance with its terms, subjectsubject to the applicable Enforceability Exceptions. Guarantor, as Purchaser and the Merger Sub have fully paid (or caused to enforceability, to bankruptcy, insolvency, reorganization, moratorium be paid) any and all commitment fees and other laws amounts that are due and payable on or prior to the date of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including this Agreement in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”)Debt Financing. The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no No event has occurred that (which, with or without notice, lapse of time, time or both) , would constitute a breach or default on the part of Purchaser, Merger Sub or Guarantor or, to the knowledge of Purchaser, Merger Sub or Guarantor, any other party thereto under the Commitment Letter by Parent Debt Financing Commitments, which would or Merger Sub. Parent has no knowledge of would reasonably be expected, in any facts such case, to prevent or circumstances that are reasonably likely to result in (i) any delay the funding or financing described therein or the consummation of the transactions contemplated by this Agreement. There are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Commitment Letter not being satisfied Debt Financing Commitments. Purchaser will have at Closing sufficient cash on hand or (ii) the funding contemplated in the Commitment Letter not being made other sources of immediately available to Parent on a timely basis in order funds sufficient to consummate the transactions contemplated by this Agreement, including to pay the Aggregate Adjusted Closing Consideration and the fees and expenses of or payable by Purchaser, Merger Sub and Guarantor related to the transactions contemplated hereby. Purchaser affirms that it is not a condition to Closing or to any of its obligations under this Agreement that Purchaser obtains financing for the transactions contemplated by this Agreement.

Financing. TrueEach of Parent and Merger Sub shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies of do, or cause to be done, as promptly as possible, all things reasonably necessary, proper or advisable to arrange and obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Debt Financing on the terms and conditions set forth therein are attached hereto as Exhibit B, which described in the Debt Commitment Letter includes a commitment to fund any payment made by Parent on or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger)Closing Date, including maintaining in effect the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Debt Commitment Letter and fees using reasonable best efforts to, as promptly as possible, (a) satisfy, or cause to be satisfied, on a timely basis, or obtain a waiver of, all conditions precedent in the Debt Commitment Letter that are to be satisfied by Parent and expenses Merger Sub, (b) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions contemplated by the Debt Commitment Letter or on such other terms that would not reduce the amount of Parentproceeds of the Debt Financing below the amount necessary (together with the proceeds from the Equity Financing and other funds available to the Parent and Merger Sub), for Parent and Merger Sub to consummate the transactions contemplated hereby and their respective Representatives incurred in connection with would not reasonably be expected to delay or impair the Transactions Closing or make funding materially less likely to occur on or before the Closing and (collectivelyc) consummate the Financing at the Closing. Parent and Merger Sub shall give the Company reasonably prompt written notice (i) of any breach or default (or any event or circumstance that, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of timetime or both, would reasonably be expected to result in breach or default) by Parent, Merger Sub, or both) would constitute a breach or default under to the Commitment Letter by knowledge of Parent or Merger Sub. , any party to any Commitment Letter or other Debt Document, (ii) if and when Parent has no knowledge or Merger Sub becomes aware that any portion of the Financing contemplated by any Commitment Letter may not be available for the Financing Purposes, (iii) of the receipt of any facts written notice or circumstances that are reasonably likely other written communication from any party to result in (i) any of the conditions set forth in the Commitment Letter with respect to any actual or potential breach, default, termination or repudiation by any party to any Commitment Letter or other Debt Document, (iv) if for any reason Parent or any of its Affiliates believes in good faith that there is a reasonable possibility that it shall not being satisfied or (ii) be able to obtain any portion of the funding contemplated Financing on the terms, in the manner and from the sources contemplated by any Commitment Letter not being made available (including any related flex terms) or the definitive agreements with respect thereto (such definitive agreements related to Parent on a timely basis in order to consummate the transactions contemplated by this Agreement.Debt Financing, collectively, with the Debt Commitment CLI-202375011v3

Financing. True(a) Parent shall use its reasonable best efforts to take, correct or cause to be taken, as promptly as practicable, all actions and complete copies of to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the debt commitment letter dated Financing on the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Closing Date on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with Financing Commitments. In the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the all conditions set forth in the Commitment Letter not being satisfied or (ii) Financing Commitments have been satisfied, Parent, LLC Sub and Merger Sub shall use their reasonable best efforts to cause the funding contemplated in lenders party thereto and the Commitment Letter not being made available other Persons providing such Financing to Parent on a timely basis in order fund the Financing required to consummate the transactions contemplated by this Agreement on the Closing Date. Parent, LLC Sub and Merger Sub may replace or amend the Financing Commitments; provided, that such replacement or amendment would not (i) impose new or additional material conditions, or otherwise expand any conditions in any material respects, to the receipt of the Financing, (ii) reasonably be expected to prevent, or materially delay or impair, the availability of the Financing or (iii) adversely impact the ability of Parent, LLC Sub and/or Merger Sub to timely consummate the Merger; provided, however, that Parent, LLC Sub and/or Merger Sub may, without the prior written approval of Galaxy, permit the reduction of the aggregate amount of the Financing Commitments if Parent, LLC Sub and/or Merger Sub also obtains from alternative sources commitments in the aggregate amount of at least such reduction with terms and conditions that will not, taken as a whole, result in a decrease in the likelihood that such commitments from alternative sources will be available on the Closing Date. For purposes of this Section 5.6, references to “Financing” shall include the financing contemplated by the Financing Commitments as replaced, amended or modified, and references to “Financing Commitments” shall include such documents as replaced, amended or modified. Without limiting the generality of the foregoing and subject to replacements or amendments permitted hereby, Parent, LLC Sub and Merger Sub shall use their reasonable best efforts to (i) maintain in effect the Financing Commitments until the transactions contemplated by this Agreement are consummated, (ii) satisfy all conditions and covenants applicable to Parent, LLC Sub and Merger Sub in the Financing Commitments at or prior to Closing and otherwise comply with its obligations thereunder, (iii) enter into definitive agreements with respect to the Financing on the terms and conditions contemplated by the Financing Commitments and (iv) consummate the Financing at or prior to the Closing. If any portion of the Financing becomes unavailable on the terms and conditions (including the flex provisions) contemplated in the Financing Commitments, Parent shall use its reasonable best efforts to arrange and obtain alternative financing from alternative sources, in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent shall provide Galaxy with prompt written notice of any material breach by any party to the Financing Commitments (or commitments for any alternative financing obtained in accordance with this Section 5.6) of which Parent becomes aware or any termination of a Financing Commitment (or commitment for any alternative financing obtained in accordance with this Section 5.6) and provide to Galaxy copies of all material documents related to the Financing (or alternative financing obtained in connection with this Section 5.6). Parent shall keep Galaxy informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing (or alternative financing obtained in accordance with this Section 5.6). Notwithstanding anything to the contrary contained in this Agreement, the Stockholder Representative and Galaxy acknowledge and agree that they (i) derive no contractual rights, whether as third party beneficiary or otherwise, under the Financing Commitments or any financing document related to the Financing and shall not be entitled to enforce any such Financing Commitment or document against any agent, arranger, bookrunner, lender, letter of credit issuer or other financing party that is a party to any such commitment letter or document (including, without limitation, GSO Capital Partners LP, Bank of America, N.A. and their respective affiliates) (collectively, the “Lender Group”) and (ii) waive any claim (including, without limitation, any claim under contract, any claim in tort and any claim for specific performance) it may have against any member of the Lender Group with respect to the failure of the Financing to close; provided, that nothing contained in this sentence shall prevent the Stockholder Representative and/or Galaxy from enforcing any of the terms of this Agreement against the Parent, LLC Sub and Merger Sub.

Financing. True(a) Parent and Merger Sub shall, correct and complete copies of at Parent’s expense, (i) use commercially reasonable efforts to obtain the debt commitment letter dated financing substantially on the date of this Agreement from affiliates of each of Credit Suisse terms set forth in the Debt Commitment Letter and Deutsche Bank (the “Commitment Letter”) providing for debt to negotiate and enter into definitive agreements with respect to such financing as described therein (the “Financing”), subject to substantially on the terms and conditions set forth therein are attached hereto as Exhibit Bcontained in the Debt Commitment Letters, which Commitment Letter includes (ii) use commercially reasonable efforts to satisfy or obtain waivers of, on a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its termstimely basis, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion each of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as precedent set forth in the Debt Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that Letter and (with or without notice, lapse of time, or bothiii) would constitute a breach or default enforce its rights under the Debt Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the Closing on a timely basis. Parent shall not, without the prior written consent of the Company (which the Company may withhold in its reasonable discretion), waive any of Parent’s rights under or amend, or agree to waive any of Parent’s rights under or amend, the Debt Commitment Letter if such waiver or amendment is reasonably likely to prevent the transactions contemplated by this Agreement. If Parent and/or Merger Sub have been notified that the funds will not be available pursuant to the Debt Commitment Letter so as to enable the Parent and Merger Sub to consummate the Closing on or prior to December 14, 2007, then Parent and Merger Sub shall use commercially reasonable efforts to obtain alternative debt financing (“Alternative Financing”) and negotiate and enter into definitive agreements with respect thereto in an amount at least sufficient to consummate the Merger and the other transactions contemplated hereby. Parent shall keep the Company informed on a current basis with respect to all material activity concerning the status of the investments and financings contemplated by the Debt Commitment Letter, or if necessary, the Alternative Financing, and shall give the Company prompt notice after becoming aware of any material adverse change with respect to any such financing.

Financing. True, correct and complete copies of Purchaser shall use its reasonable best efforts to arrange the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is described in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub Letter, including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein or on other terms no more adverse to Sellers and (ii) satisfy on a timely basis all conditions applicable to Purchaser in such definitive agreements that are within its control. In the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion event any portion of the 5% Preferred Stock into Company Common Stock prior to Financing becomes unavailable on the Merger), the aggregate Option Consideration, any repayment or refinancing of debt terms and conditions contemplated in the Commitment Letter Letter, Purchaser shall (A) with respect to the Credit Facilities, use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Purchaser (as determined in the reasonable judgment of Purchaser) as promptly as practicable following the occurrence of such event, and fees and expenses (B) with respect to the Note Financing, use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on comparable or more favorable terms to Purchaser (as determined in the reasonable judgment of Parent, Merger Sub and their respective Representatives incurred in connection with Purchaser) no later than the Transactions Closing Date. In the event that (collectively, the “Required Amounts”). The obligations x) all or any portion of the Financing structured as Debt Securities has not been consummated, (y) all Closing Conditions shall have been satisfied or waived and Sellers have delivered the Required Financial Information and (z) the Bridge Financing (or alternative bridge financing sources to fund obtained in accordance with Section 11.3) is available on the commitments under terms and conditions described in the Commitment Letter are not subject (or any replacement commitment letter), Purchaser shall use the proceeds of the Bridge Financing (or such alternative bridge financing) to replace the proceeds from such Debt Securities no later than the Closing Date. Purchaser shall give Sellers prompt notice of any conditions other than as set forth in termination of the Commitment Letter. As Purchaser shall keep Sellers informed on a reasonably current basis in reasonable detail of the date status of this Agreementits efforts to arrange the Financing. For the avoidance of doubt, Purchaser’s receipt of the proceeds of the Financing shall not be deemed to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this AgreementClosing Condition.

Financing. True(a) The Purchaser shall use reasonable best efforts to obtain the Debt Financing on or prior to the Closing Date on the terms and conditions described in the Debt Commitment Letter (as the same may be amended, correct modified or replaced in accordance with this Section 8.08), including its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter and complete copies comply with its obligations thereunder; (ii) negotiate and execute the financing documents on terms contained in the Debt Commitment Letter (including any “flex” provisions related thereto); (iii) satisfy on a timely basis, or obtain a waiver of, the conditions to the Debt Commitment Letter that are within the Purchaser’s control (but excluding any condition where the failure to be so satisfied is a direct result of the debt commitment letter dated Company’s failure to furnish information as required under Section 7.06 or the date Company’s or the Seller’s breach of any of their respective other obligations under this Agreement from affiliates of each of Credit Suisse and Deutsche Bank Agreement); (the “Commitment Letter”iv) providing for debt financing as described therein (the “Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Debt Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with upon the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any satisfaction of the conditions set forth in the Debt Commitment Letter, enforce its rights to consummate the Debt Financing or to cause the Debt Financing Sources and the other persons committing to fund the Debt Financing to fund the Financing at the Closing under the Debt Commitment Letter (provided, however, that in no event shall reasonable best efforts include any obligation on the part of Purchaser or any of its Affiliates to commence or thereafter to commence any litigation, arbitration, action or other adjudicatory or legal proceeding against any Debt Financing Source); and (v) upon satisfaction of the conditions set forth in the Debt Commitment Letter, to consummate the Debt Financing at or prior to the Closing, including using its reasonable best efforts to cause the Debt Financing Sources and the other persons committing to fund the Debt Financing to fund the Debt Financing at the Closing. The Purchaser shall not being satisfied permit or agree to any termination, amendment or modification to be made to, or any waiver of any provision under, or any replacement of, any of the Debt Commitment Letter if such termination, amendment, modification, waiver or replacement (A) reduces (or would have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount), unless the representation and warranty set forth in Section 6.08 hereof (as though made at the time of the effectuation of such termination, amendment, modification, waiver or replacement) shall remain true and correct; or (iiB) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter in a manner that would reasonably be expected to (x) delay or prevent the funding contemplated of the Debt Financing (or satisfaction of the conditions to the Debt Commitment Letter that are in the Purchaser’s control) on the Closing Date or (y) adversely impact the ability of Purchaser to enforce its rights against other parties to the Debt Commitment Letter or solely to the extent definitive loan agreements are entered into prior to the Closing Date, the definitive agreements with respect thereto; provided that the Purchaser shall not being made be deemed to have violated this Section 8.08 if the Purchaser shall have (A) provided prior written notice to the Seller of any termination, amendment, modification, waiver or replacement or any other event, fact or circumstance that would be restricted by the foregoing provisions of this Section 8.08 and (B) demonstrated (to the reasonable satisfaction of the Seller) that it has other funds available to Parent it (on a timely basis conditions not materially less favorable in order the aggregate to consummate the Purchaser than the conditions to the Debt Commitment Letter) that are sufficient to pay all amounts required to be paid by the Purchaser pursuant to this Agreement and in connection with the transactions contemplated by this AgreementAgreement (including the Debt Commitment Letter). Purchaser shall promptly deliver to the Seller copies of any such termination, amendment, modification, waiver or replacement of the Debt Commitment Letter.

Financing. True(a) Parkway will use reasonable best efforts to take, correct or cause to be taken, all appropriate action, and complete copies to do, or cause to be done, all things necessary, proper or advisable, to cause the Debt Financing to be consummated (including by taking enforcement action to cause the Lenders to provide the Debt Financing), or in the event any portion or all of the debt commitment letter dated the date Debt Financing becomes unavailable (other than as a result of a material breach by Cousins of its obligations under this Agreement from affiliates of each of Credit Suisse Agreement) and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to the terms following sentence, alternative debt financing (in an amount sufficient, together with the remaining Debt Financing, if any, and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment any other sources available to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceabilityParkway, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating provide net proceeds in an amount equal to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate greater than the net proceeds contemplated to be provided funded on the Closing Date by the Debt Commitment Letters will as of the date hereof) (any such alternate financing shall also be sufficient referred to as a “Debt Financing” for Merger Sub purposes of this Section 5.14 and any commitment letters or other documentation relating thereto shall also be referred to as “Debt Commitment Letters” for purposes of this Section 5.14). Without the Surviving Corporation prior written consent of Cousins (not to pay be unreasonably withheld, conditioned or delayed), Parkway shall not, and shall cause the aggregate Merger Consideration Borrower not to, consent or agree to any material amendment or modification to, or any waiver of any material provision under, or any replacement of, the Debt Commitment Letters or the definitive agreements relating to the Debt Financing, or enter into any material agreement or arrangement with respect to the Debt Financing (including in connection with the provisional conversion respect of the 5% Preferred Stock into Company Common Stock prior any alternative financing) that, in any case, taken as a whole, would be materially adverse to the Merger)interests of Cousins, other than definitive agreements relating to the aggregate Option ConsiderationDebt Financing as contemplated by (and substantially upon the express terms set forth in, with such modifications as would not, taken as a whole, be materially adverse to the interests of Cousins) the Debt Commitment Letters, as in effect on the date hereof. For the avoidance of doubt and without limiting the foregoing, any repayment amendment, modification, or refinancing replacement of debt contemplated in the or waiver under any Debt Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, shall be deemed materially adverse to the knowledge interests of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in Cousins if it (i) any reduces the aggregate amount of the conditions set forth in net proceeds of the Commitment Letter not being satisfied or Debt Financing to be funded on the Closing Date, (ii) expands the conditions or other contingencies relating to the receipt or funding contemplated in of the Commitment Letter not being made available Debt Financing (whether by making any of such conditions or other contingencies less likely to Parent be satisfied on a timely basis or otherwise) or imposes new or additional conditions or other contingencies relating to the receipt or funding of the Debt Financing, or (iii) materially adversely impacts the ability of Parkway or Borrower to enforce its rights relating to the funding of the Debt Financing against any of the other parties to the Debt Commitment Letters or the definitive agreements relating to the Debt Financing. At Cousins’s reasonable request from time to time, Parent shall inform Cousins in order reasonable detail of the status of its efforts to consummate arrange the transactions contemplated by this AgreementDebt Financing; provided that in no event will Parkway be under any obligation to disclose any information that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that Parkway shall use its reasonable best efforts, including entering into a common defense Table of Contents or common interest, or other similar agreement, to allow for such disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege).

Financing. True(a) Seller shall, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse shall cause its Affiliates to, and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”)shall use its commercially reasonable efforts to cause its and its Affiliates’ respective officers, subject to the terms and conditions set forth therein are attached hereto as Exhibit Bdirectors, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its termsemployees, subjectaccountants, as to enforceabilityconsultants, to bankruptcylegal counsel, insolvency, reorganization, moratorium agents and other laws of general applicability relating to or affecting creditors’ rights advisors and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub representatives to, cooperate with Buyer and the Surviving Corporation to pay the aggregate Merger Consideration (including its representatives in connection with the provisional conversion arrangement by Buyer of bank financing and/or bond offerings (on a Rule “144A-for-life” basis) for the purpose of financing the Transactions, the fees and expenses incurred in connection therewith and the other transactions contemplated hereby (the “Debt Financing”) as may be reasonably requested by Buyer; provided, that (i) such requested cooperation shall not unreasonably interfere with the ongoing operations of Seller and its Affiliates, (ii) Seller and its Affiliates shall not be required to provide any audited or unaudited financial statements or any other financial information except as expressly required by Section 6.08(a) and (iii) Seller and its Affiliates shall not be required to provide any updates to any of the 5% Preferred Stock into Company Common Stock financial statements or other financial information provided prior to the Mergerdate hereof or provided after the date hereof pursuant to Section 6.08(a). Buyer shall, the aggregate Option Considerationpromptly upon request by Seller, reimburse Seller for all reasonable out-of-pocket costs incurred by Seller or any repayment of its Affiliates in connection with such cooperation. Buyer and its Affiliates shall, on a joint and several basis, indemnify and hold harmless Seller and its Affiliates from and against any Damages suffered or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred by them in connection with the Transactions (collectively, the “Required Amounts”). The obligations arrangement of the financing sources Debt Financing, including any information utilized in connection therewith; provided that nothing in this Section 6.11 shall limit the Buyer Indemnitees’ rights to fund the commitments indemnification under the Commitment Letter are not subject to any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, Article X to the knowledge extent there is an underlying indemnifiable claim. Seller shall have the right to consent to the use of Parentits and its Affiliates’ logos in connection with the Debt Financing (which consent shall not be unreasonably withheld, no event has occurred that (with conditioned or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitment Letter not being satisfied or (ii) the funding contemplated in the Commitment Letter not being made available to Parent on a timely basis in order to consummate the transactions contemplated by this Agreementdelayed).

Financing. True, correct Each of Parent and complete copies of Merger Sub shall use (and cause their Affiliates to use) its commercially reasonable efforts to obtain the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (the “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to Financing on the terms and conditions described in the Financing Commitments as promptly as practicable, including using its commercially reasonable efforts (i) to negotiate and finalize definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (ii) to satisfy on a timely basis all conditions applicable to Parent and Merger Sub set forth therein in such definitive agreements that are attached hereto as Exhibit B, which Commitment Letter includes a commitment within either of their control or influence and (iii) to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance comply with its terms, subject, as obligations under the Financing Commitments and consummate the Financing no later than the Closing (subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium the amendment and other laws of general applicability relating to or affecting creditors’ replacement rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawdescribed herein). The aggregate proceeds contemplated to be provided Parent shall give the Company prompt notice upon becoming aware of any material breach by the Commitment Letters will be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion any party of the 5% Preferred Stock into Company Common Stock prior to Financing Commitments or any termination of the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses Financing Commitments. Each of Parent, Merger Sub and the Company shall refrain (and shall use their respective Representatives incurred in connection with the Transactions (collectivelycommercially reasonable efforts to cause their Affiliates to refrain) from knowingly taking, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to directly or indirectly, any conditions other than as set forth in the Commitment Letter. As of the date of this Agreement, to the knowledge of Parent, no event has occurred action that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any facts or circumstances that are reasonably likely be expected to result in (i) a failure or any or the conditions contained in the Financing Commitments or in any definitive agreement related to the Financing. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of material developments relating to the Financing and the status of its efforts to arrange the Financing. Parent shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Financing Commitments or the definitive agreements related to the Financing if such amendment, modification, waiver or remedy reduces the aggregate amount of the Financing available, amends the conditions to the drawdown of the Financing, adds any condition to funding, or would reasonably be expected to adversely impact or delay in any material respect the ability of Parent and Merger Sub to consummate the transactions contemplated hereby or materially reduce the likelihood of the consummation of the transactions contemplated hereby or materially reduce the likelihood of any conditions to funding being satisfied, without first obtaining the Company’s prior written consent. Subject to the terms and conditions contained herein and satisfaction of the conditions set forth in Article VIII, in the Commitment Letter not being satisfied event that all conditions to the Financing Commitments (other than, in connection with the Debt Financing, the availability or (iifunding of any of the Equity Financing) have been satisfied. Parent shall draw down on the funding Financing required to consummate the Merger on the Closing Date. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter not being made available Financing Commitments, or Parent becomes aware of any event or circumstance that makes receipt of any portion of the Financing unlikely to occur in the manner and from the sources contemplated in the Financing Commitments, Parent shall promptly notify the Company and shall use commercially reasonable efforts to arrange to obtain alternative financing from alternative sources on a timely basis terms no less beneficial and in order an amount sufficient to consummate the transactions contemplated by this AgreementAgreement as promptly as practicable following the occurrence of such event but in no event later than the Termination Date. Parent shall deliver to the Company true and complete copies of all definitive agreements pursuant to which any such alternative source shall have committed to provide Parent and Merger Sub with any portion of the Financing. Parent and Merger Sub acknowledge and agree that their respective obligations to consummate the Agreement are not conditioned or contingent upon receipt of the Financing.

Financing. True(a) Parent shall use its reasonable best efforts to take, correct or cause to be taken, all actions and complete copies to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and subject to the conditions described in the Debt Financing Commitment, including using reasonable best efforts to (i) maintain in effect the Debt Financing Commitment until the transactions contemplated by this Agreement are consummated, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Merger Sub in the Debt Financing Commitment (including by consummating the financing pursuant to the terms of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse Equity Financing Commitment) and Deutsche Bank otherwise comply with its obligations thereunder, (the “Commitment Letter”iii) providing for debt financing as described therein (the “Financing”), subject to enter into definitive agreements with respect thereto on the terms and conditions set forth therein are attached hereto as Exhibit B(including, which if necessary, the flex provisions) contemplated by the Debt Financing Commitment, (iv) consummate the Financing at or prior to Closing and (v) enforce its rights under the Debt Financing Commitment Letter includes a commitment (including by taking enforcement action (including through litigation) to cause lenders and other persons providing the financing to fund such financing). Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any payment made breach or default by any party to any Financing Commitment or definitive document related to the Financing; and (B) of the receipt of any written notice or other written communication from any person with respect to any: (x) actual or potential breach, default, termination or repudiation by any party to any Financing Commitment or any definitive document related to the Financing of any provisions of the Financing Commitment or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Financing Commitment. In furtherance of the provisions of this Section 6.7(a), Debt Financing Commitment may be amended, restated, supplemented or otherwise modified to add or replace one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment as of the date hereof, to increase the amount of indebtedness or otherwise to replace one or more facilities with one or more new facilities in a manner not less beneficial to Parent and Merger Sub (as determined in the reasonable judgment of Parent); provided that such modified Debt Financing Commitment shall not (i) amend the conditions to the Debt Financing so as to add any conditions to the initial funding or otherwise adversely impact the ability of Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is timely consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby; (ii) reduce the aggregate amount of available Debt Financing (unless, in full force and effect and is valid and enforceable against the parties thereto case of this clause (ii), replaced with an amount of new equity financing on terms no less favorable in accordance with its terms, subject, as any material respect to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub Company and the Surviving Corporation to pay Representative than the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not subject to any conditions other than as terms set forth in the Equity Financing Commitment Letter. As or additional debt financing pursuant to the Debt Financing Commitment as may be modified in accordance with the terms hereof); or (iii) prevent, delay or impair the availability of financing under the Debt Financing Commitment or the timely consummation of the date of transactions contemplated by this Agreement, to the knowledge of Parent, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of If any facts or circumstances that are reasonably likely to result in (i) any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in (including the Commitment Letter not being satisfied or (iiflex provisions) the funding contemplated in the Commitment Letter not being made available Debt Financing Commitment, Parent shall use its reasonable best efforts to Parent on a timely basis arrange and obtain alternative financing from alternative sources in order an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event; provided, that Parent shall not be required to seek or accept any such alternate financing if the terms or conditions thereof are not substantially comparable to those terms and conditions in the Debt Financing to be replaced, and with respect to economic terms and conditions (including, with respect to pricing, maturity or amortization), are not as favorable in the aggregate to Parent as the terms and conditions for the Debt Financing that will be replaced. Notwithstanding anything contained in this Section 6.7 or in any other provision of this Agreement, in no event shall Parent or Merger Sub be required (x) to amend or waive any of the terms or conditions hereof or (y) to consummate the Closing prior to the Business Day immediately following the final day of the Marketing Period.