Common use of Financing Clause in Contracts

Financing. (a) Parent shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “

Financing. (a) Parent shall use its reasonable best efforts to obtaintake, or cause UD Delaware and Merger Sub to be obtainedtake, all actions and to do, or cause UD Delaware and Merger Sub to do, all things reasonably necessary, proper or advisable to arrange, and consummate as soon as practicable after the proceeds of date hereof, the Financing on the terms and conditions described in the Financing Commitment Letters(provided that, subject to the provisions of this Section 7.14(a), the Borrowers may replace or amend the Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Financing Commitment as of the date hereof, or otherwise amend the Financing Commitment so long as such replacement or amendment would not adversely impact in any material respect the ability of Parent or Merger Sub to consummate the transactions contemplated hereby), including using reasonable best efforts to (i) maintaining maintain in effect the Commitment LettersFinancing Commitment, subject to the foregoing replacement and amendment rights, (ii) negotiating satisfy on a timely basis all conditions applicable to the Borrowers and Merger Sub to obtaining the Financing set forth in the Financing Commitment that are within their control (including by assisting in the syndication or marketing of the Financing contemplated by the Financing Commitment), and (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitment or on other terms acceptable to Parent that would not adversely impact in any material respect the Debt Financing (ability of Parent or Merger Sub to consummate the “Definitive Agreements”) consistent in all material respects with transactions contemplated hereby. Subject to the terms and conditions contained therein (includingherein, at the Tender Offer Closing and the Closing, as necessaryapplicable, Parent shall, and shall cause UD Delaware to, draw down on the “flex” provisions contained Financing if the conditions to the Financing Commitment are then satisfied. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfiedFinancing Commitment, Parent shall, and shall cause UD Delaware to, use its reasonable best efforts to cause arrange to obtain alternative financing from alternative sources on terms not materially less beneficial to the Lenders, Equity Investors and Borrowers (as determined in the Rollover Investors to fund the Financing required reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto)Agreement. Parent shall comply with its obligationskeep the Company reasonably apprised of material developments related to the Financing, and enforce its rights, under the Commitment Letters in shall provide a timely and diligent manner. Parent shall give the Company prompt notice copy of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition each document related to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent to enforce its rights against Company promptly after such other parties to the Commitment Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “document becomes available.

Financing. (a) Each of Parent shall and Merger Sub will use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of (x) the Financing on or (y) any other alternative debt or equity financing (such alternative financing, the terms and conditions described in the Commitment Letters, “Alternate Financing”) including using its reasonable best efforts with respect to (i) (other than where the Commitment Documents have terminated as a result of the consummation of an Alternate Financing or the occurrence of a Commitment Reduction Event) complying with and maintaining in effect the Commitment LettersDocuments, (ii) negotiating definitive agreements including by complying with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the any “flex” provisions contained in any fee letter referred to therein in accordance with the Fee Letter) or, if available, on other terms that would not adversely impact thereof and using reasonable best efforts to ensure the ability accuracy of Parent to consummate all representations and warranties and the transactions contemplated hereby compliance with all covenants and (iii) satisfying all conditions applicable to agreements of Parent and its Subsidiaries under the Commitment Documents, and (ii) (other than where the Commitment Documents have terminated as a result of the consummation of an Alternate Financing or the occurrence of a Commitment Reduction Event) satisfying on a timely basis all conditions to obtaining the Financing. In Financing that are within the event that all conditions contained in control of Parent and its Subsidiaries and by paying when due any fees or deposits required by the Commitment Letters (other than, with respect to the Debt FinancingDocuments, the availability Underwriting Agreement or any fee letter referred to therein. Other than where the Commitment Documents have terminated as a result of the Equity Financing) have been satisfiedconsummation of an Alternate Financing or the occurrence of a Commitment Reduction Event, Parent shall use its reasonable best efforts to timely (A) cause the Lenders, Equity Investors Financing Sources under the Commitment Documents and the Rollover Investors Underwriting Agreement to fully fund the Financing provided for thereunder and (B) fully enforce its rights under the Commitment Documents and the Underwriting Agreement in the event of breach or threatened breach by the Financing Sources, in each case, to the extent required to consummate the transactions contemplated by this Agreement at the Closing. The Financing shall be in an aggregate amount sufficient, together with the Alternate Financing, if any, and any other sources available to Parent and Merger Sub (including cash balances and borrowings under Parent’s corporate debt facilities), to fund the Financing payment of the Merger Consideration and to make any other payment required to consummate the transactions contemplated by this Agreement and to pay the related fees and expenses expenses, in each case required to be made on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent mannerDate. Parent shall give the Company prompt notice of upon becoming aware of, or receiving notice or other communication with respect to, any material breach of or default under, or any event or circumstance that (with or without notice, lapse of time or both) would reasonably be expected to give rise to any material breach of or default under, the Commitment Documents or the Underwriting Agreement by any a party thereto prior to the Commitment Letters of which Parent has become aware Closing or any termination termination, withdrawal or rescission of the Commitment Documents or the Underwriting Agreement prior to the Closing (other than as a result of consummation of an Alternate Financing or as a result of the cancellation by Parent of any of the undrawn commitment under the Commitment Letters. Documents if, after giving effect to such cancellation, the amount of remaining funding available to Parent shall notunder the Financing and any Alternate Financing, without together with any other sources available to Parent (including cash balances and borrowings under Parent’s corporate debt facilities), is sufficient to fund the prior written consent payment of the Company, (A) permit Merger Consideration and to make any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition other payment required to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or and to pay the related fees and expenses, in each case required to be made on the Closing Date (ii) make “Commitment Reduction Event”)). Notwithstanding anything in this Agreement to the timely funding contrary, each of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at expressly acknowledges and agrees that neither the Closing (taking into account availability nor terms of the Equity Financing and or any Alternate Financing are conditions to the Rollover Investment) would not be sufficient to satisfy Parent’s obligations of Parent and Merger Sub’s obligations Sub to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of consummate the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced which are subject only to the express conditions set forth in a manner consistent with the foregoing clause (A). Upon any such amendmentArticle III, supplement or modification irrespective and independent of the Debt availability or terms of the Financing Commitments or any Alternate Financing, Parent’s or Merger Sub’s use of efforts in accordance with this Section 5.11(a)7.07, the term “or otherwise.

Financing. (a) Each of Parent and Merger Sub shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the proceeds Financing as soon as reasonably practicable (but in any event not prior to the consummation of the Financing Marketing Period) on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to (i) maintaining maintain in full force and effect the Commitment Letters, (ii) negotiating negotiate and enter into the definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with thereto on the terms and conditions contained therein in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter) orany related fee letter), if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying comply with and satisfy on a timely basis (or if determined advisable by Parent and Merger Sub, obtain the waiver of) all terms, covenants and conditions applicable to Parent and its Subsidiaries Merger Sub that are in their control to obtaining the Financing. In the event that all conditions contained Financing set forth in the Commitment Letters and the definitive agreements related thereto such that the Financing will be able to be consummated at or prior to the Effective Time, and (iv) consummate the Financing at or prior to the Effective Time subject to the terms and conditions described in the Commitment Letters, and it being understood that neither Parent nor Merger Sub shall be in breach of its obligations set forth above on account of the effects of any inaccuracies in the representations and warranties of the Company set forth herein or any failure by the Company to comply with its obligations hereunder; provided, that the foregoing (other than, than clause (i)) shall not apply with respect to the Bank Financing in the event that and for so long as (A) Parent or Merger Sub elect to pursue a high yield securities offering or other debt financing with respect to Parent and its Subsidiaries (a “High Yield Debt Financing”) in lieu of the Bank Financing, (B) assuming the High Yield Debt Financing is funded, the net proceeds contemplated by the High Yield Debt Financing, the availability of together with the Equity Financing and cash or cash equivalents held by Parent and Merger Sub, will in the aggregate be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the High Yield Debt Financing) have been satisfiedand any other amounts required to be paid by Parent, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors Merger Sub and the Rollover Investors to fund Surviving Corporation in connection with the Financing required to consummate consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not required to be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable paid by Parent, Merger Sub or and the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amountCorporation, (yC) adversely affects Parent and Merger Sub use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the ability High Yield Debt Financing as soon as reasonably practicable and (D) it is reasonably anticipated (in the good faith discretion of Parent to enforce its rights against other parties Parent) that such High Yield Debt Financing would be consummated on or prior to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this time required for Closing under Section 5.11(a), the term “1.02.

Financing. (a) Parent shall use its commercially reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and do, or cause to be done, all things necessary or advisable to obtain, no later than the Acceptance Time, the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Commitment LettersLetters in accordance with and subject to the terms and conditions set forth therein (it being understood that the Commitment Letters may be replaced or amended as provided below), (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with that reflect the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on Debt Commitment Letter or such other terms that would may be acceptable to Parent or the Lenders, provided that, such other terms shall not adversely impact be permitted to the ability of Parent extent they constitute Restricted Terms (as defined below) and seeking to consummate obtain such other terms shall not be permitted if it could reasonably be expected to materially prevent, impair or delay the transactions contemplated hereby and Closing, (iii) satisfying on a timely basis (or obtaining a waiver of) all conditions in the Debt Commitment Letter (other than those conditions that by their nature are to be satisfied at the Acceptance Time or the Closing, but subject to the satisfaction or waiver of such conditions at the Acceptance Time or the Closing) and the Definitive Agreements applicable to Parent or its Affiliates that are within their control and (iv) complying with the covenants applicable to it in the Commitment Letters and in the Definitive Agreements for the Financing that are within its Subsidiaries control to obtaining the Financingextent the failure to comply with such covenants could adversely impact the amount, certainty or timing of the Financing or the availability of the Financing at the Closing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity FinancingCash Equity) have been satisfied, Parent shall use its commercially reasonable best efforts to cause the Lenders, Lenders and Equity Investors and the Rollover Investors to fund the Financing required at the Acceptance Time. Other than amendments, modifications or supplements to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Debt Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Letter, Parent shall not, without the prior written consent of the CompanyCompany (which shall not be unreasonably withheld, (Aconditioned or delayed) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters or Definitive Agreements if such amendment, modification, waiver, waiver or replacement remedy (wA) would (i) add adds new (or expands or adversely modify modifies any existing) condition conditions to the consummation of the Financing Commitments in a manner that would reasonably be expected to (x) prevent or otherwise adversely affect delay the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement Closing or (iiy) make the timely funding of the Debt Financing Financing, or the satisfaction of the conditions to obtaining the Financing Financing, less likely to occuroccur in any material respect, (xB) reduces the amount of the Debt Financing such that the aggregate funds to an amount that would be available to Parent and Merger Sub at less than the Closing (taking into account the Equity Financing and the Rollover Investment) amount that would not be sufficient to satisfy Parent’s and Merger Sub’s obligations required to pay the Merger Consideration and any fees and expenses Financing Amount (unless, in the case of or payable by Parenta reduction to the Debt Financing, Merger Sub or the Surviving Corporation unless the Cash Equity Financing and/or the Rollover Investment is increased by a corresponding amountthe amount of any such reduction (such additional amount of Cash Equity, the “Additional Cash Equity”)), (yC) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters or the Definitive Agreements as so amendedin any material respect, replaced, supplemented or otherwise modified, relative to (D) adversely affect the ability of Parent or its Affiliates to enforce or cause the enforcement of its rights against such other parties to under the Financing in any material respect, (E) allow for the early termination of the Debt Commitment Letters as in effect on the date hereof or in the Definitive Agreements Letter or (zF) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or Agreement (B) terminate any Commitment Letterclauses (A)-(F), unless such Commitment Letter is replaced in a manner consistent with collectively, the foregoing clause (A“Restricted Terms”). Upon In the event that any such amendment, supplement or modification portion of the Debt Financing Commitments becomes unavailable, or Parent reasonably expects may become unavailable, on the terms and conditions in accordance the Debt Commitment Letter or on such other terms not materially less favorable to Parent (unless the Cash Equity is increased by a corresponding amount), regardless of the reason therefor (other than the right of Parent to terminate this Agreement pursuant to Section 7.4 hereof), Parent will (i) use commercially reasonable efforts to obtain alternative debt financing (in an amount, when taken together with the Cash Equity, at least equal to the Financing Amount) from the same or other sources on terms and conditions that are not materially less favorable in the aggregate to Parent (in Parent’s reasonable discretion) than those contained in the Debt Commitment Letter (the “Alternative Debt Financing”), provided that such Alternative Debt Financing shall not include any Restricted Terms and (ii) promptly notify the Company of such unavailability and the reason therefor. For the purposes of this Section 5.11(aAgreement (other than as expressly provided otherwise), the term “Debt Financing” shall be deemed to include any Alternative Debt Financing arranged in compliance herewith, and the terms “Debt Commitment Letter” and “Definitive Agreement” shall be deemed to include any commitment letter (or similar agreement) or definitive agreement with respect to any such Alternative Debt Financing; provided, that, notwithstanding anything to the contrary herein, in no event shall any Alternative Debt Financing or amendment with respect to the Debt Commitment Letter be deemed to materially and adversely expand the obligations set forth in this Section 5.18 of the Company and its Subsidiaries.

Financing. (a) Parent and Merger Sub shall use its their reasonable best efforts to obtain, or cause to be obtained, obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to (i) maintaining in effect maintain the effectiveness of the Commitment LettersLetters (and the term sheets and fee letters related thereto) in accordance with their respective terms, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, or on other terms that would not adversely impact the ability which provide no less probability of Parent to consummate closing the transactions contemplated hereby and which are no less favorable to Parent or Merger Sub, (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, enter into definitive agreements with respect to the Debt FinancingFinancing contemplated by the Commitment Letters consistent with the terms and conditions contained therein or on other terms which provide no less probability of closing the transactions contemplated hereby and which are no less favorable to Parent or Merger Sub, (iv) satisfy on a timely basis all conditions in such definitive agreements the availability satisfaction of which are within the Equity Financingcontrol of Parent or Merger Sub, and (v) have been satisfied, consummate the Financing contemplated by the Commitment Letters at such time as all conditions to such Financing and the other conditions in Sections 6.1 and 6.2 are satisfied (except for those requiring delivery of a certificate evidencing certain matters). Parent and Merger Sub shall use its their reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its their respective obligations, and enforce its their respective rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without keep the prior written consent Company informed on a reasonably current basis in reasonable detail of the Company, (A) status of its efforts to obtain the proceeds of the Financing and shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, waiver or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, remedy (x) reduces the aggregate amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amountFinancing, (y) adversely affects amends the ability of Parent to enforce its rights against other parties conditions to the Commitment Letters or drawdown of 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 Letters as Financing in effect on the date hereof or in the Definitive Agreements any material respect or (z) could reasonably be expected is adverse to prevent, impede or delay the consummation interests of the Merger and the other transactions contemplated by this Agreement; or (B) terminate Company in any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “material respect.

Financing. (a) Parent Buyer shall cause the Parents to fund the Equity Financing at the Closing pursuant to the terms and conditions of the Equity Commitment Letters. Buyer shall use its reasonable best efforts to obtain, or cause to be obtained, arrange and obtain the proceeds Financing as soon as reasonably practicable (taking into account the anticipated timing of the Financing Closing Date), on the terms and conditions not less favorable to the Buyer than those described in the Commitment LettersFinancing Commitments, including any “market flex” provisions in the Fee Letter, including using reasonable best efforts to (i) maintaining in effect the Commitment Letters, (ii) negotiating negotiate and enter into definitive agreements with respect to the Financing Commitments on terms and conditions no less favorable to the Buyer than those contemplated by the Debt Financing Commitment Letter, including any “market flex” provisions in the Fee Letter (without regard to any adverse impact on any of Buyer’s credit ratings by any rating agency) (such definitive agreements, the “Definitive Debt Financing Agreements”), (ii) consistent taking into account the anticipated timing of the Closing Date, satisfy (or obtain a waiver of) on a timely basis all conditions and comply in all material respects with its covenants under the Financing Commitments and, if applicable, the Definitive Debt Financing Agreements, (iii) consummate the Financing prior to or substantially concurrently with Closing on terms and conditions contained therein not less favorable to the Buyer than those described in the Financing Commitments (including, as necessary, the including any “market flex” provisions contained in the Fee Letter), (iv) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors Lenders and the Rollover Investors other Financing Sources to fund the Financing required on or prior to the Closing Date and (v) enforce its rights under the Financing Commitments and the Definitive Debt Financing Agreements. Other than as set forth in Section 7.7(c), prior to the Closing, Buyer shall not agree to any amendments, modifications or waivers of any condition or other provision under the Financing Commitments or Definitive Debt Financing Agreements without the prior written consent of Seller Parent if such amendment, modification or waiver would (A) reduce the aggregate amount of the Debt Financing or Equity Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing or similar fee) such that Buyer will not have sufficient cash proceeds to pay the Purchase Price and consummate the transactions contemplated by this Agreement and to pay related fees and expenses on required to be paid by the Closing Date Buyer and Parents hereunder or in connection with the consummation of the transactions contemplated by this Agreement, (including by seeking B) impose any new or additional condition, or otherwise amend, modify or expand any existing condition, to the funding or receipt of the Debt Financing or Equity Financing or (C) reasonably be expected to (x) materially delay or prevent the Closing, (y) reasonably be expected to make the funding of the Debt Financing or the Equity Financing (or satisfaction of the conditions to obtaining any of the Financing) materially less likely to occur or (z) adversely impact the ability of Buyer to enforce its rights under against the other parties to the Debt Commitment Letter or the Equity Commitment Letters or the Definitive Debt Financing Agreements; provided that (i) Buyer may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement (it being understood that the aggregate commitments of the lenders party to the Debt Commitment Letter prior to such amendment or modification (but not the aggregate commitments thereunder) may be reduced in the amount of such additional party’s commitment) and (ii) the exercise of “market flex” provisions in the Fee Letter as in effect on the date hereof shall not be deemed to constitute a modification, amendment or waiver of the Debt Commitment Letter. Buyer shall use its reasonable best efforts to maintain in effect the Financing Commitments and Definitive Agreements (subject to Buyer’s right to replace, restate, supplement, modify, assign, substitute or amend the Financing Commitments in accordance herewith) until the transactions contemplated by this Agreement are consummated. In the event that all conditions to funding the commitments contained in the event Debt Commitment Letter have been satisfied, Buyer shall use reasonable best efforts to cause the Lenders and other Persons to fund the Debt Financing required to consummate the transactions contemplated by this Agreement, pay related fees and expenses (including paying all commitment fees when due) and satisfy all requirements applicable to Buyer related to or arising out of a breach by the other parties thereto)consummation of the transactions contemplated hereby on the date of Closing. Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent Buyer shall give the Company Seller Parent prompt notice of any material breach (or threatened breach) or default (or threatened default) by any party to any Financing Commitment or the Commitment Letters Definitive Debt Financing Agreements of which Parent Buyer has become aware or any termination of any of the Financing Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “definitive agreements.

Financing. (a) Parent Subject to the terms and conditions of this Agreement, the Buyer shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and conditions described in the Commitment LettersFinancing Commitments, subject to any amendments or modifications thereto permitted by the last sentence of this Section 5.12(a), including using its reasonable best efforts to (i) maintaining maintain in effect the Commitment LettersFinancing Commitments, (ii) negotiating negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the Commitments on terms and conditions contained therein (includingtherein, as necessarysubject to any amendments or modifications thereto permitted by the last sentence of this Section 5.12(a), the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions Buyer contained in the Commitment Letters (other thanFinancing Commitments, with respect including the payment of any commitment, engagement or placement fees required as a condition to the Debt FinancingFinancing and due and payable by the Buyer, (iv) comply with its obligations under the Financing Commitments, (v) fully enforce its rights under the Financing Commitments, and (vi) consummate the Financing at or prior to the Closing. Upon reasonable request of the Seller, the availability Buyer shall provide such information as shall be reasonably necessary to keep the Seller informed on a reasonable basis and in reasonable detail of the Equity status of its efforts to arrange the Financing) have been satisfied; provided, Parent that in the event 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 Financing Commitments, the Buyer shall promptly notify the Seller and shall use its reasonable best efforts to cause arrange as promptly as practicable any such portion from alternative sources on terms and conditions no less favorable to the Lenders, Equity Investors and the Rollover Investors to fund the Financing required Buyer’s ability to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto)Rocketdyne Transactions. Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party Notwithstanding anything to the Commitment Letters of which Parent has become aware or any termination of any of contrary in this Agreement, the Commitment Letters. Parent Buyer shall not, without the prior written consent of the CompanySeller (such consent not to be unreasonably withheld or delayed), (Ai) permit amend, modify, supplement or waive any amendment or modification to, of the conditions to funding contained in the Financing Commitments or any waiver of any material other provision thereof or remedy underremedies thereunder, or replace, in each case to the Commitment Letters if extent such amendment, modification, waiversupplement or waiver would reasonably be expected to adversely affect the ability of the Buyer to timely consummate the Rocketdyne Transactions (including, by making the conditions therein less likely to be satisfied or delaying the Closing), or replacement (wii) would (i) add new (amend, modify, supplement or adversely modify waive any existing) condition of the conditions to funding contained in the Financing Commitments or otherwise adversely affect the ability any other provision thereof, or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “remedies thereunder.

Financing. (a) Parent The Purchaser shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and conditions described set forth in the Commitment LettersLetters (including any flex provisions), including by using reasonable best efforts to (i) maintaining maintain in effect the Debt Commitment Letters on the terms and conditions set forth in the Debt Commitment Letters (or on terms not materially less favorable, in the aggregate, to the Purchaser, taken as a whole (including with respect to the conditionality thereof), than the terms and conditions in the Debt Commitment Letters), (ii) negotiating negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Debt Financing Agreements”) consistent in all material respects with the on terms and conditions contained therein (includingincluding any flex provisions) not materially less favorable, as necessary, the “flex” provisions contained in the Fee Letter) oraggregate, if available, on other terms that would not adversely impact to the ability of Parent to consummate the transactions contemplated hereby and Purchaser (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, including with respect to the conditionality thereof), than those contained in the Debt FinancingCommitment Letters, (iii) ensure the availability accuracy of all representations and warranties of the Equity FinancingPurchaser set forth in the Debt Commitment Letters or Debt Financing Agreements to the extent necessary to cause the funding of the Debt Financing on the Closing Date, (iv) have been satisfiedcomply with all covenants and agreements of the Purchaser set forth in the Debt Commitment Letters or Debt Financing Agreements, Parent to the extent necessary to cause the funding of the Debt Financing on the Closing Date, (v) satisfy on a timely basis all conditions set forth in the Debt Commitment Letters or Debt Financing Agreements that are within its control, to the extent necessary to cause the funding of the Debt Financing on the Closing Date, and (vi) upon satisfaction of such conditions and the other conditions set forth in Section 6.1 and Section 6.2 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to their satisfaction or waiver), consummate the Financing at or prior to the Closing (and in any event prior to the Termination Date); provided that nothing herein shall be construed to require the Purchaser to seek specific performance or otherwise commence litigation against any Debt Financing Source. The Purchaser shall use its reasonable best efforts to cause the Lenders, Equity Investors and parties to the Rollover Investors Commitment Letters to fund on the Closing Date the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on Agreement, including borrowing notwithstanding the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements fact that any “flex” provisions in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Debt Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “are exercised.

Financing. (a) Parent and MergerSub shall use its their reasonable best efforts to obtain, or cause to be obtained, arrange and obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment LettersLetters as promptly as practicable after the date hereof, including (but subject in all respects to Section 11.13) their reasonable best efforts to (i) maintaining maintain in effect the Debt Commitment Letters, (ii) negotiating negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee LetterDebt Commitment Letters (including the flex provisions) or, if available, or on other terms that would not adversely impact the ability of no less favorable to Parent and MergerSub as to consummate the transactions contemplated hereby and conditionality, (iii) satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries MergerSub in the Debt Commitment Letters that are within their control (including by consummating the Equity Financing pursuant to obtaining the Financing. In terms of the Equity Commitment Letter), (iv) consummate the Financing at or prior to the Closing and (v) enforce their rights under the Equity Commitment Letter to the extent set forth in Section 11.13 (but not the Debt Commitment Letters as more fully described in Section 11.13); it being understood that Parent and MergerSub may seek to obtain financing in a private placement of securities pursuant to Rule 144A promulgated under the Securities Act in lieu of a portion of the Debt Financing (and references to the Debt Financing in this Section 8.03 shall be deemed to include such private placement); provided, however, that (1) Parent and MergerSub shall not release or waive the Debt Commitment Letters or the obligations of the arrangers and lenders thereunder and (2) Parent and MergerSub shall proceed with, and consummate, the financing contemplated in the Debt Financing Letters in the event that all conditions contained in such alternative private placement financing is not available. Parent shall keep the Commitment Letters (other than, Company reasonably informed with respect to all material activity concerning the status of the Debt Financing, Financing contemplated by the availability Debt Commitment Letters and shall give the Company notice of any material adverse change with respect to such Financing as promptly as practicable. Without limiting the generality of the Equity Financing) have been satisfiedforegoing, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent MergerSub shall give the Company prompt notice (x) of any material breach or material default by any party to any of the Debt Commitment Letters Letters, or any definitive agreements related to the Debt Financing, in each case of which Parent has become aware or MergerSub becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Debt Financing source with respect to any (3) material breach of Parent’s or MergerSub’s obligations under the Debt Commitment Letters or definitive agreements related to the Debt Financing, or default, termination or repudiation by any party to any of the Debt Commitment Letters or definitive agreements related to the Debt Financing or (4) material dispute between or among any parties to any of the Debt Commitment Letters or definitive agreements related to the Debt Financing or any termination provisions of any of the Debt Commitment Letters. Parent shall not, without the prior written consent of the Companyin each case, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition with respect to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub obligation to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of fund the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such to be funded at Closing and (z) of the receipt of any notice or other communication (written or verbal) on the basis of which Parent expects that a party to the aggregate funds Debt Financing will fail to fund the Debt Financing or is reducing the amount of the Debt Financing; provided that in no event shall Parent or MergerSub be under any obligation to disclose any information pursuant to clauses (1) or (2) that would be available waive the protection of attorney-client or similar privilege if such party shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. As soon as reasonably practicable, but in any event within five Business Days of the date the Company delivers to Parent or MergerSub a written request, Parent and Merger Sub at MergerSub shall provide any information reasonably requested by the Closing Company relating to any circumstance referred to in clauses (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amountx), (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “immediately preceding sentence.

Financing. (a) Parent shall use its commercially reasonable best efforts to obtaintake, or cause Merger Sub to be obtainedtake, the proceeds of all actions and to do, or cause Merger Sub to do, all things reasonably necessary, proper or advisable to arrange, and consummate in a timely manner, the Financing on the terms and conditions described in the Commitment LettersFinancing Commitments (provided that, including (i) maintaining in effect subject to the Commitment Lettersprovisions of this Section 6.14(a), (ii) negotiating definitive agreements with respect to Parent and Merger Sub may replace or amend the Debt Financing (Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the “Definitive Agreements”) consistent in all material respects with Debt Financing Commitments as of the terms and conditions contained therein (includingdate hereof, or otherwise so long as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that such replacement or amendment would not adversely impact in any material respect the ability of Parent or Merger Sub to consummate the transactions contemplated hereby hereby), including using commercially reasonable efforts to (i) maintain in effect the Financing Commitments, subject to the foregoing replacement and amendment rights, (iiiii) satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries Merger Sub to obtaining the Financing. In the event that all conditions contained Financing set forth in the Commitment Letters Financing Commitments that are within their control, (other than, iii) enter into definitive agreements with respect to thereto on the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors terms and the Rollover Investors to fund conditions contemplated by the Financing required Commitments or on other terms acceptable to Parent that would not adversely impact in any material respect the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement hereby, and (iv) consummate the Financing at or prior to pay related fees and expenses on the Closing Date, but in no event later than the Outside Date (including by seeking using commercially reasonable efforts to enforce its rights under cause the lenders and other Persons providing the Financing Commitments and Definitive Agreements in the event of a breach by the other parties theretoto provide such financing). Parent shall comply with its obligations, not and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall notcause Merger Sub not to, without the prior written consent of the Company, amend, modify or supplement (Aincluding in the definitive documents) permit (x) any amendment of the conditions or modification tocontingencies to funding contained in the Financing Commitments, or (y) any waiver other provision of any material provision or remedy underthe Financing Commitments, or replace, in either case to the Commitment Letters if extent such amendment, modification, waiver, modification or replacement (w) would (i) add new (or supplement could reasonably be expected to have the effect of materially adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect affecting the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make hereby. In the timely funding event that any portion of the Debt Financing contemplated by the Financing Commitments becomes unavailable other than due to the breach of representations and warranties or satisfaction covenants of the conditions Company or a failure of a condition to obtaining be satisfied by the Financing Company after providing notice to the Company and a reasonable opportunity to cure, Parent and Merger Sub shall notify Company and use their commercially reasonable efforts to arrange alternative financing from the same or other sources on terms not less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available beneficial to Parent and Merger Sub at (as determined in the Closing reasonable judgment of Parent), and in an amount sufficient to timely (taking into account the Outside Date) consummate the transactions contemplated hereby on the terms and conditions set forth herein. In the event all conditions applicable to the Financing Commitments (other than in connection with the Debt Financing, the availability or funding of the Equity Financing and the Rollover InvestmentFinancing) would not be sufficient to satisfy Parent’s have been satisfied, Parent and Merger Sub’s obligations Sub shall use their commercially reasonable efforts to pay cause the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger lenders and the other transactions contemplated by this Agreement; Persons providing such Financing to fund the Financing required to consummate the Merger on the Closing Date. Parent and Merger Sub shall use their commercially reasonable efforts to satisfy on or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with before the foregoing clause (A). Upon any such amendment, supplement or modification Closing all requirements of the Debt definitive agreements pursuant to which the Financing will be obtained. Parent and Merger Sub shall give the Company prompt notice of any breach by any party to the Financing Commitments of which either Parent or Merger Sub becomes aware or any termination of any of the Financing Commitments. Parent and Merger Sub shall keep the Company informed on a reasonably current basis in accordance with this Section 5.11(a), reasonable detail of the term “status of the Financing.

Financing. (a) Subject to the terms and conditions of this Agreement, Parent and Merger Subsidiary shall use its their reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all appropriate actions and to do, or cause to be done, all things reasonably necessary to arrange and obtain the Financing on a timely basis (taking into account the required timing of the Closing) on terms and conditions described not less favorable to Parent and Merger Subsidiary than those contained in the applicable Commitment LettersLetters and the Fee Letter (including any “market flex” provisions that are contained in the Fee Letter), including using reasonable best efforts to (i) maintaining to cause the Debt Financing Sources to provide the Debt Financing on the Closing Date, (ii) maintain in effect the applicable Commitment Letters (subject to Parent’s right to replace, restate, supplement, modify, assign, substitute, waive or amend the Commitment Letters in accordance herewith) and comply with its obligations under the Commitment Letters, (iiiii) negotiating enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the Commitment Letter on terms and conditions no less favorable to Parent than those contained therein in the Debt Commitment Letter and the Fee Letter (including, as necessary, the including any such “market flex” provisions contained in the Fee Letter), (iv) or, if available, satisfy on other terms that would not adversely impact a timely basis (taking into account the ability required timing of Parent to consummate the transactions contemplated hereby and (iiiClosing) satisfying or obtain the waiver of all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the applicable Commitment Letters (other than, with respect to or any definitive agreements related thereto) that are within Parent’s control and (v) consummate the Debt Financing, Financing contemplated by the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors Commitment Letters and the Rollover Investors to fund Fee Letter at or substantially concurrently with the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto)Closing. Parent shall comply provide the Company, upon reasonable request, with its obligations, such information and enforce its rights, under documentation as shall be reasonably necessary to allow the Commitment Letters in a timely and diligent mannerCompany to monitor the progress of such financing activities. Parent shall give promptly notify the Company prompt notice in writing (i) of any material breach or default by any party to any Commitment Letter or definitive agreement related thereto and (ii) of the Commitment Letters of which receipt by Parent has become aware or Merger Subsidiary or any termination of their Affiliates or Representatives of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, notice or other communication from any Person with respect to any (A) permit actual or potential breach, default, termination or repudiation by any amendment or modification to, party to any Commitment Letter or any waiver of definitive agreement related thereto or any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties financing contemplated pursuant to the Commitment Letters 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 Letters as in effect on the date hereof or any definitive agreement related thereto (including any proposal by any lender named in the Definitive Agreements Debt Commitment Letter to withdraw, terminate or make a material change in the terms of (zincluding the amount of financing contemplated by) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; Debt Commitment Letter) or (B) terminate material dispute or disagreement between or among any parties to any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon or any such amendment, supplement or modification definitive agreement related thereto expected to provide any portion of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Financing.

Financing. (a) Parent shall use its commercially reasonable best efforts to obtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including to: (i) maintaining in effect the Commitment Letters, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with on the terms and conditions contained therein contemplated by the Debt Financing Commitment (including, other than changes to such terms and conditions as necessary, a result of the “flex” exercise of any lender flex provisions contained in the Fee Letter) or, if available, on any fee letter or other terms changes that would not adversely impact reasonably be expected to materially impede the ability of Parent and Merger Sub to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to timely consummate the transactions contemplated by this Agreement in accordance with the terms hereof); (ii) satisfy on a timely basis all conditions set forth in such Debt Financing Commitment applicable to Parent and to pay related fees and expenses on the Closing Date Merger Sub that are within their control; (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements iii) in the event that all conditions to the Debt Financing Commitment have been satisfied, consummate the Debt Financing at or prior to the Closing Date; and (iv) fully enforcing the Lender’s obligations (and the rights of a breach by Parent and Merger Sub) under the other parties thereto)Debt Financing Commitment. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, Parent shall comply with use its obligationscommercially reasonable best efforts to arrange to obtain alternative bank term loan financing (“Alternative Financing Commitment”) in an amount sufficient to consummate the transactions contemplated hereby from alternative banks that customarily provide leveraged financing for transactions similar to the transactions contemplated by this Agreement on terms not materially less favorable, and enforce its rightsin the aggregate, under to Parent (as determined in the reasonable judgment of Parent) than the terms of the Debt Financing Commitment Letters in a timely and diligent manneras 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 Commitment Letters Debt Financing Commitment, of which Parent has become aware becomes aware, or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Commitment.

Financing. (a) Parent shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and conditions described in the Commitment LettersFinancing Commitments or terms that would not adversely impact the ability of Parent or Merger Sub to timely consummate the transactions contemplated hereby, including using its reasonable best efforts (i) maintaining to maintain in effect the Commitment Letters, (ii) negotiating Financing Commitments and to negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on Financing Commitments (or other terms that would not adversely impact the ability of Parent or Merger Sub to timely consummate the transactions contemplated hereby hereby), (ii) to satisfy all conditions precedent to the obligations of the parties thereunder to make the Financing in such definitive agreements available to Parent and consummate the Financing at or prior to the Closing, (iii) satisfying all conditions applicable to Parent and comply with its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund obligations under the Financing required to consummate the transactions contemplated by this Agreement Commitments and to pay related fees and expenses on the Closing Date (including by seeking iv) to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent mannerCommitments. Parent shall give the Company prompt notice upon becoming aware of any material breach by any party to of the Commitment Letters of which Parent has become aware 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 to the extent such documents contain any additional conditions precedent not set forth in the Debt Commitment Letters to the obligations of the parties thereunder to make the Financing available to Parent and consummate the Financing at or prior to the Closing (it being understood that no such document will contain any such conditions precedent that would have any of the Commitment Letterseffects described in clauses (1)-(4) of the following sentence). In connection with its obligations under this Section 5.09, Parent shall notbe permitted to amend, without modify or replace the prior written consent of Debt Commitment Letters with new Debt Commitment Letters (the Company“New Financing Commitments”), (A) 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, or replace, the Debt Commitment Letters Letter if such replacement, amendment, modification, waiver, waiver or replacement remedy (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x1) reduces the aggregate amount of the Debt Financing such below that the aggregate funds that would be available amount required to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of consummate the Merger and the other transactions contemplated by this Agreement; hereby, (2) adversely amends or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with expands the foregoing clause (A). Upon any such amendment, supplement or modification conditions to the drawdown of the Debt Financing Commitments in accordance with any respect that would make such conditions less likely to be satisfied by the End Date or that would expand the possible circumstances under which such conditions would not be satisfied by such date, (3) can reasonably be expected to delay the Closing, or (4) is otherwise adverse to the interests of the Company in any material respect; and provided, further, that nothing in this Section 5.11(a)5.09 shall be deemed to excuse, waive compliance with or modify any of the obligations set forth in the Confidentiality Agreement. In the event that all conditions to the Financing Commitments (other than, in connection with the Debt Financing, the term “availability or funding of any of the Equity Financing) have been satisfied, Parent shall, from and after the final day of the Marketing Period and subject to the satisfaction of the conditions set forth in Sections 6.01 and 6.03 hereof, use its reasonable best efforts to cause the lenders and other Persons providing such Financing to fund the Financing required to consummate 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 occur in the manner or from the sources contemplated in the Financing Commitments or generally less likely as on the date of this Agreement, Parent shall notify the

Financing. Buyer shall use reasonable best efforts to obtain the Financing on the terms described in the Financing Commitments, including using reasonable best efforts (ai) Parent to negotiate and enter into definitive agreements with respect to the Debt Commitment Letter on the terms and conditions described therein or on other terms not materially less beneficial to Buyer and not reasonably likely to result in the Closing not occurring pursuant to Section 1.3(a) (but in no event including any terms that expand the conditions precedent to the Financing), (ii) to satisfy on a timely basis all conditions applicable to Buyer set forth in the Debt Commitment Letter and the Investment Commitment Letter and (iii) to consummate the Financing at the Closing, including enforcing the obligations of the lenders and other Persons providing the Financing contemplated by the Financing Commitments to fund the Financing. Buyer shall keep the Company apprised of the status of, and any developments in, its efforts to obtain the Financing (including any breach by a party to the Financing Commitments) and shall deliver to the Company true, correct and complete copies of all definitive agreements for the Financing promptly when entered into (subject to the redaction of pricing information). In the event that any portion of the financing described in the Debt Commitment Letter becomes unavailable on the terms and conditions set forth in the Debt Commitment Letter, Buyer shall promptly notify the Company, and Buyer shall use its reasonable best efforts to obtainobtain alternative debt financing as promptly as possible following such event, or cause to be obtainedincluding from alternative financing sources, the proceeds of the Financing on the terms and conditions described not materially less favorable in the aggregate to Buyer than those in the Debt Commitment Letters, Letter and not reasonably likely to result in the Closing not occurring pursuant to Section 1.3(a) (and in no event including (i) maintaining in effect any terms that expand the Commitment Letters, (ii) negotiating definitive agreements with respect conditions precedent to the Debt debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Debt Commitment Letter) or, if available, on other terms that would not adversely impact the ability of Parent will enable Buyer to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable by this Agreement. Buyer shall not agree to Parent and its Subsidiaries or permit any amendment, supplement or other modification that reduces the total amount of the Financing or imposes any additional condition precedent to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfiedFinancing contemplated by the Debt Commitment Letter in any material respect without the Company’s written consent. The Buyer shall not, Parent and shall use its reasonable best efforts to cause the LendersInvestor not to, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party consent to the Commitment Letters of which Parent has become aware or any termination assignment of any of Credit Suisse Securities (USA) LLC’s commitments under the Debt Commitment Letters. Parent shall not, Letter without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “.

Financing. (a) Parent shall use its reasonable best efforts to obtaintake or cause to be taken all actions and to do, or cause to be obtaineddone, all things reasonably necessary, proper or advisable to arrange and obtain the proceeds of the Financing (including, to the extent required, the full exercise of any flex provisions) at or prior to the Closing, including using its reasonable best efforts to: (i) maintain in effect the Commitment Letters in accordance with the terms and subject to the conditions thereof, (ii) comply with its obligations under the Commitment Letters, (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions described contained in the Commitment LettersLetters as promptly as practicable after the date hereof, including but in no event later than the Closing, or on such other terms and conditions no less favorable in the aggregate to Parent and Merger Subsidiary (ias determined by Parent and Merger Subsidiary in their sole reasonable discretion) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with than the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (provided that such other thanterms would not reasonably be expected to materially delay or hinder the Closing), (iv) satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Merger Subsidiary or their respective Representatives in the Commitment Letters (or definitive agreements entered into with respect to the Debt FinancingCommitment Letters), it being understood that Parent and Merger Subsidiary may seek to obtain financing in a private placement of securities pursuant to available exemptions from the availability registration requirements of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts 1933 Act or in a public offering of securities pursuant to cause the Lenders, Equity Investors and the Rollover Investors to fund 1933 Act in lieu of all or a portion of the Financing required to consummate the transactions contemplated by this Agreement (and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition references to the Financing Commitments in this Section 8.02 shall be deemed to include such private placement or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or public offering, as applicable); provided, however, that (ii1) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would Subsidiary shall not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of release or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to waive the Commitment Letters or the Definitive Agreements as so amendedobligations of the arrangers and lenders thereunder and (2) Parent and Merger Subsidiary shall proceed with, replacedand consummate, supplemented the financing contemplated in the Commitment Letters in the event that such alternative private placement financing or otherwise modifiedpublic offering financing is not available or would materially delay or hinder the Closing, relative (v) prepare the information memoranda, preliminary and final offering memoranda or prospectuses, registration statements and other materials to be used in connection with obtaining the Financing prior to the ability anticipated date on which all of the conditions in Section 9.01 and Section 9.02 have been satisfied, to the extent reasonably practicable, and (vi) in the event that all conditions in the Commitment Letters have been satisfied, cause the lenders and any other Persons providing financing to fund the Financing at the Closing. Parent and Merger Subsidiary will fully pay, or cause to enforce its rights against such be fully paid, all commitment or other parties fees arising pursuant to the Commitment Letters as in effect on and when they become due to the date hereof or in extent they are required to be paid pursuant to the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation terms of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Letters.

Financing. (a) Parent and Acquisition Sub shall use its their commercially reasonable best efforts to obtain, or cause to be obtained, obtain the proceeds of the Financing on the terms and conditions described in the Commitment LettersLetter, Parent Consent Letter and Parent Commitment Letter and to obtain the funds contemplated by the Equity Commitment (and to contribute such funds to the Company), including using commercially reasonable efforts to (iA) maintaining in effect the Commitment Letters, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters Letter and (other than, with respect to B) satisfy on a timely basis all conditions in such definitive agreements the Debt Financing, satisfaction of which is within the availability control of the Equity Financing) have been satisfied, Parent or Acquisition Sub. Parent and Acquisition Sub shall use its their commercially reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its their respective obligations, and enforce its their respective rights, under the Commitment Letters in a timely Letter, the Parent Consent Letter and diligent mannerParent Commitment Letter and shall cause RHJI to comply with its obligations under the Equity Commitment. Parent shall give keep the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any informed on a reasonably current basis in reasonable detail of the Commitment Letters. Parent shall not, without status of its efforts to obtain the prior written consent proceeds of the Company, (A) Financing and shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, or replaceany of the Commitment Letter, the Parent Consent Letter, Parent Commitment Letters Letter or the Equity Commitment if such amendment, modification, waiverwaiver or remedy amends the conditions to the drawdown of the Financing in a manner adverse to the interests of the Company and its shareholders, in each case, in any material respect or replacement would adversely affect in any material respect the ability of Parent or the Company to effect the Financing or obtain the proceeds of the Equity Commitment. The Company shall also use commercially reasonable efforts to assist and cooperate with Parent and Acquisition Sub in connection with their efforts to obtain the proceeds of the Financing, including providing reasonably required information relating to the Company and the Company Subsidiaries to the financial institution or institutions providing the Financing and executing and delivering, and causing the Company Subsidiaries to execute and deliver, customary certificates, legal opinions (wwhich may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise) would (i) add new (or adversely modify any existing) condition other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing Commitments as may be reasonably requested by Parent in connection with the Financing; provided, however, that no obligation of the Company or otherwise adversely affect any Company Subsidiary under any such certificate, document or instrument shall be effective until the ability Effective Time and none of the Company or likelihood of Parent any Company Subsidiary shall be required to pay any commitment or Merger Sub other similar fee or incur any other liability in connection with the Financing prior to timely the Effective Time. In the event that the Financing is not available to consummate the transactions Refinancing and pay related fees and expenses of the Transactions contemplated by this Agreement or (ii) make and the timely funding of other Transaction Agreements, then Parent shall promptly notify the Debt Financing or satisfaction of the conditions Company and Parent and Acquisition Sub shall use their commercially reasonable efforts to obtaining the Financing obtain alternative financing on terms that are no less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available favorable to Parent and Merger Acquisition Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or than those set forth in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Parent Consent Letter or Parent Commitment Letter, as applicable, and in the same amounts as contemplated by the Commitment Letter is replaced in (including for working capital purposes following the Closing) or Parent Commitment Letter, as applicable (the “Alternative Financing”); provided that no such Alternative Financing shall require a manner consistent with greater cash equity commitment than that contemplated by the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Equity Commitment.

Financing. (a) Each of Parent and Merger Subsidiary shall use its commercially reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary to arrange the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters, including using commercially reasonable efforts (i) maintaining in effect to negotiate and enter into the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with thereto on the terms and conditions contained therein in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in any related fee letter) by a date no later than the Fee Letter) or, if available, on other terms date that would not adversely impact is three months from the ability of Parent to consummate the transactions contemplated hereby date hereof and (iiiii) satisfying to satisfy (or if determined advisable by Parent and Merger Subsidiary, obtain the waiver of) on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the FinancingDebt Financing within Parent’s and Merger Subsidiary’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 the Debt Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, each of Parent and Merger Subsidiary shall use its commercially reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors 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 including, to the extent commercially reasonable, by seeking taking enforcement action to cause the Financing Sources to provide the Debt Financing). Each of Parent and Merger Subsidiary shall use its commercially reasonable efforts to enforce all of its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto)Debt Commitment Letters. Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent Merger Subsidiary 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 or Merger Subsidiary has become aware or any termination of any of the Commitment LettersLetters or such definitive agreements. In the event that any portion of the Debt Financing becomes unavailable, Parent and Merger Subsidiary shall (1) use their commercially reasonable 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 and Merger Subsidiary 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 (other than any fee letters and engagement letters) pursuant to which any such alternative source shall have committed to provide Parent or the Surviving Corporation with Alternative Financing. Parent and Merger Subsidiary shall not, without the Company’s prior written consent of the Company, (Anot to be unreasonably withheld) permit any amendment or modification to, or any waiver of any material provision or remedy under, any Debt Commitment Letter or replaceany definitive agreements related thereto unless the terms of such Debt Commitment Letter or definitive agreements related thereto, the in each case as so amended, modified or waived, are substantially similar to those in such Debt Commitment Letters if Letter or definitive agreement related thereto, prior to giving effect to such amendment, modificationmodification or waiver (other than economic terms, which shall as good as or better for Parent and Merger Subsidiary 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 replacement modification (wx) would could reasonably be expected to (iI) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to Subsidiary timely consummate consummating the transactions contemplated by this Agreement or (iiII) make the timely funding of the Debt Financing or the satisfaction of the conditions to obtaining the Debt Financing less likely to occur, (xy) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing or (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (yz) adversely affects the ability of Parent or Merger Subsidiary to enforce its their rights against other parties to the Debt Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented definitive agreements relating thereto. Parent and Merger Subsidiary shall provide the Company with prompt written notice of the receipt of any notice or otherwise modified, relative other communication from any financing source with respect to the ability of Parent such financing source’s failure or anticipated failure to enforce fund its rights against such other parties to the commitments under any Debt Commitment Letters as or definitive agreement in effect connection therewith. Parent and Merger Subsidiary shall keep the Company reasonably informed on the date hereof or in the Definitive Agreements or (z) could a reasonably be expected to prevent, impede or delay the consummation current basis of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification status of its efforts to consummate the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Financing.

Financing. (a) Parent and Merger Sub shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain and to consummate the Financing on the terms and conditions described in the Commitment LettersLetter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 5.11(c), including using reasonable best efforts to (i) maintaining maintain in effect the Commitment LettersLetter, (ii) negotiating negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with on the terms and conditions contained therein (including, as necessary, including the “flex” provisions flex provisions) contained in the Fee Commitment Letter) or, if available, on other terms that would not adversely impact the ability of Parent subject to consummate the transactions contemplated hereby and any amendments or modifications thereto permitted by Section 5.11(c); (iii) satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions or Merger Sub contained in the Commitment Letters Letter and that are within Parent’s or Merger Sub’s control, including the payment of any commitment, engagement or placement or other fees required as a condition to the Financing and due and payable by Parent or Merger Sub, (other thaniv) upon the satisfaction or waiver of such conditions and the conditions set forth in Article 6, consummate the Financing on or prior to the Closing (with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing amounts required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (Merger), including by seeking to drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, (vi) comply with its obligations under the Commitment Letter and (vii) enforce its rights under the Financing Commitments and Definitive Agreements Commitment Letter in the event of a breach any failure to fund thereunder by the other parties theretoLender. If Parent or Merger Sub becomes aware of any event that makes procurement of any portion of the Financing unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Parent and Merger Sub shall promptly (and in any event within two (2) Business Days) notify the Company and shall use reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions no less favorable, in the aggregate, to Parent and Merger Sub and to the Company than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited by Section 5.11(c) (such financing, “Alternative Financing”); provided, that in the case of (A) the continuation of the asset-based lending facilities of the Parent or the Company in lieu of the asset-based lending facilities under the Commitment Letter, subject to no additional or otherwise more onerous conditions than as set forth in the Commitment Letter with respect to the asset-based lending facility contemplated thereby and/or (B) the reduction of the term loan commitments under the Commitment Letter due to the realization by Parent of the proceeds of a debt securities offering, no such notice shall be required and such actions shall not constitute an amendment or modification of the Commitment Letter, nor shall such actions be deemed to contravene this Section 5.11(a). Parent and Merger Sub shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall (A) give the Company prompt oral and written notice of any material breach or default by any party to the Commitment Letters of which Parent has become aware Letter, Alternative Financing, or definitive financing agreements related thereto, any purported termination of or repudiation by any of party to the Commitment Letters. Parent shall notLetter, without the prior written consent of the Company, (A) permit any amendment or modification toAlternative Financing, or any waiver definitive financing agreements related thereto or upon receipt of notice of any material provision dispute or remedy underdisagreement between or among the parties to the Commitment Letter, Alternative Financing, or replace, definitive financing agreements related thereto and (B) otherwise keep the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to Company reasonably informed of the Financing Commitments or otherwise adversely affect the ability or likelihood status of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations efforts to pay arrange the Merger Consideration and any fees and expenses of Financing or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Alternative Financing.

Financing. (a) Each of Parent and Acquisition Sub shall, and shall cause its Subsidiaries, and shall use its reasonable best efforts to obtaincause each of their Representatives and Affiliates to, use reasonable best efforts to take, or cause to be obtainedtaken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate the proceeds of the Financing Financing, on the terms and subject only to the conditions described set forth in the Commitment LettersFinancing Commitments or any Alternative Financing (as defined below) (including any “flex” provisions applicable to the Debt Financing), including using (and causing its Affiliates to use) their respective reasonable best efforts to: (i) maintaining comply with and maintain in full force and effect the Commitment LettersFinancing Commitments in accordance with the terms and subject to the conditions thereof, (ii) negotiating negotiate, enter into and deliver (and, as applicable, cause its Affiliates to negotiate, enter into and deliver) definitive agreements with respect to the Debt Financing (such agreements, the “Definitive Financing Agreements”) consistent in all material respects with on the terms and conditions contained therein set forth in the Financing Commitments (including, as necessary, the including any “flex” provisions contained in applicable to the Fee LetterDebt Financing) or, if available, or on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable are no less favorable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (unless, other than, than with respect to conditionality, availability and amount (solely to the extent that, after giving effect to any reduction in the aggregate amount of the Debt Financing or the net cash proceeds available from the Debt Financing (including, in each case, by changing the amount of fees or other amounts to be paid (including original issue discount), Parent would not have sufficient cash proceeds to fulfill its Funding Obligations on the Closing Date) of the Debt Financing, such terms are acceptable to Parent in its sole discretion), which Definitive Financing Agreements shall be in effect by no later than the availability Closing, (iii) satisfy, on a timely basis (taking into account the anticipated timing of the Equity FinancingMarketing Period), all conditions and covenants to the Debt Financing and the Definitive Financing Agreements related thereto to the extent within Parent’s, Acquisition Sub’s or their respective Affiliates’ control and assist in the satisfaction of all other conditions to the Debt Financing and the Definitive Financing Agreements, (iv) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors Debt Financing Sources to fund the Debt Financing required at or prior to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (Closing, including by enforcing such person’s funding obligations by seeking to enforce its specific performance (and the rights of Parent, Acquisition Sub and their Affiliates) under the Debt Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware Debt Financing Source that impedes or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new delays (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected or delay) the Closing and (v) to prevent, impede or delay the consummation of extent exercisable by the Merger and Debt Financing Sources under the other transactions contemplated by this Agreement; or (B) terminate any Debt Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with accept to the foregoing clause (A). Upon any such amendment, supplement or modification of fullest extent set forth therein all flex provisions contemplated by the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Commitment Letter.

Financing. (a) Parent The Buyer shall use its commercially reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and subject only to the conditions described in the Commitment LettersFinancing Commitments (including any flex provisions applicable thereto), including using commercially reasonable efforts to (i) maintaining negotiate definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by the Buyer in effect good faith to be reasonably necessary in connection with the funding of the Debt Financing) on substantially the terms and subject only to the conditions contained in the Debt Commitment LettersLetter and Redacted Fee Letter (or on other terms that, with respect to conditionality, are not less favorable to Buyer than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter and Redacted Fee Letter), (ii) negotiating definitive agreements with respect to satisfy or cause the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability satisfaction of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent the Buyer and its Subsidiaries Affiliates in the Financing Commitments and the definitive agreements for the Financing or, if necessary or deemed advisable by the Buyer, seek the waiver of conditions applicable to obtaining the Buyer and its Affiliates contained in such Financing Commitments or such definitive agreements for the Financing. In , (iii) maintain in full force and effect the Financing Commitments in accordance with the terms thereof, (iv) in the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) Financing Commitments have been satisfiedsatisfied or waived, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund consummate the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking instructing the Debt Financing Sources and the other Persons providing the Financing to provide such Financing) on the date on which the Closing is required to occur pursuant to Section 2.2, and (v) enforce its rights under the Financing Commitments and Definitive Agreements (including by initiating litigation in respect thereof) in the event of a any breach by or purported breach thereof. Notwithstanding anything to the other parties thereto). Parent contrary in this Agreement, nothing contained in this Section 6.14 shall comply with its obligationsrequire, and enforce its rights, under in no event shall the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any commercially reasonable efforts of the Commitment Letters. Parent shall notBuyer be deemed or construed to require, without the prior written consent of the Company, Buyer to (A) permit seek the Equity Financing from any amendment or modification source other than the counterparties to, or in any waiver amount in excess of any material provision or remedy underthat contemplated by, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by ParentCommitment, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate pay any material fees in excess of those contemplated by the Equity Financing Commitment Letter, unless such or the Debt Commitment Letter is replaced in a manner consistent with the foregoing clause and Redacted Fee Letter (Aincluding any market “flex” provisions contained therein). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “.

Financing. (a) Parent Buyer shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of (i) arrange the Financing on the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Commitment LettersFinancing Commitments, (ii) negotiating enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) orFinancing Commitments no later than the Closing, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable commence the Marketing Period as soon as reasonably practicable but in no event more than 10 days prior to Parent the Stockholders’ Meeting and its Subsidiaries to obtaining (iv) consummate the FinancingFinancing no later than the Closing. In Buyer shall promptly notify the Company in the event that all conditions contained any portion of the Financing becomes unavailable in the Commitment Letters (other thanmanner or from the sources contemplated in the Financing Commitments, and Buyer and Acquisition Sub shall use their reasonable best efforts to arrange to obtain any such portion from alternative sources, on terms that are no more adverse to the Buyer, as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the Debt Financingfirst or second sentence of this Section 6.12(a) being referred to as the “Financing Agreements”). Buyer and Acquisition Sub shall, the availability of the Equity Financing) have been satisfiedshall cause their Affiliates to, Parent and shall use its their reasonable best efforts to cause their Representatives to, comply with the Lendersterms, Equity Investors and satisfy on a timely basis the Rollover Investors to fund conditions, of the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under Commitments, any alternative financing commitments, the Financing Commitments Agreements and Definitive Agreements in the event of a breach by the other parties thereto)any related fee and engagement letters that are within its control. Parent Buyer shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall (x) give the Company prompt notice of any material breach by any party to of any of the Commitment Letters Financing Commitments, any alternative financing commitment or the Financing Arrangements of which Parent has become Buyer or Acquisition Sub becomes aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent thereof and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects otherwise keep the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could Company reasonably be expected to prevent, impede or delay the consummation informed of the Merger and status of its efforts to arrange the other transactions contemplated by this Agreement; Financing (or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (Areplacement thereof). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “.

Financing. (a) Parent shall not agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, any Financing Commitments or the definitive agreements relating to the Financing, if such amendment, supplement, modification or waiver reduces the aggregate amount of Financing or would reasonably be likely to delay or prevent the Closing or make any portion of the financing less likely to occur (provided that Parent may replace or amend the Debt Financing Commitments solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitments as of the date hereof; Parent shall promptly provide notice to the Company of such replacement or amendment) and Parent shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Financing on the terms and conditions described in the Commitment LettersFinancing Commitments, including using its reasonable best efforts to (i) maintaining in effect negotiate and enter into the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee LetterFinancing Commitments, (ii) or, if available, satisfy on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying a timely basis all conditions applicable to Parent set forth therein and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect iii) subject to the Debt Financingterms and conditions contemplated by the Financing Commitments, consummate the availability of Financing contemplated by the Equity Financing) have been satisfiedFinancing Commitments at the Closing, Parent shall use including using its reasonable best efforts to cause the Lenders, Equity Investors lenders and the Rollover Investors any other Persons providing such Financing to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on Merger at the Closing Date (including by seeking to enforce enforcing its rights under the Financing Commitments Commitments). In the event that any portion of the Debt Financing becomes unavailable on the terms and Definitive Agreements conditions set forth in the event Debt Financing Commitments, other than due to the breach of representations and warranties or covenants of the Company or a failure of a breach condition to be satisfied by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit Parent shall promptly notify the Company and shall use its reasonable best efforts to obtain any amendment or modification tosuch portion from alternative sources, or any waiver of any material provision or remedy underon terms not less favorable, or replacetaken as a whole, the Commitment Letters if such amendmentto Parent, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition that will still enable Parent to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make Agreement, as promptly as practicable following the timely funding 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 with any portion of the Debt Financing Financing. Parent shall refrain from taking, directly or satisfaction of the conditions to obtaining the Financing less likely to occurindirectly, (x) reduces the amount of the Debt Financing such that the aggregate funds any action that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation result in a failure of any of the Merger and conditions contained in the other transactions contemplated by this Agreement; Financing Commitments or (B) terminate in any Commitment Letter, unless such Commitment Letter is replaced definitive agreement related to the Financing. Parent shall keep the Company informed on a timely basis in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification reasonable detail of the Debt Financing Commitments in accordance with this Section 5.11(a), status of its efforts to obtain the term “Financing.

Financing. (a) Parent shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to obtaincause its and their respective Representatives (other than Parent’s financial advisor) to, subject to the terms of this Agreement (including Parent’s right to obtain Permitted Alternative Debt Financing), use reasonable best efforts to take, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary or advisable to arrange and obtain the proceeds of Debt Financing as soon as reasonably practicable and, in any event, not later than the Financing date the Closing is required to be effected in accordance with Section 1.3, where applicable, on the terms and conditions described (as such terms may be modified or adjusted in accordance with the terms, and within the limits, of the “flex” provisions contained in any Fee Letter) contemplated by the Debt Commitment LettersLetter, including using reasonable best efforts to: (i) maintaining in effect the Commitment Lettersnegotiate, (ii) negotiating enter into and deliver definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with Financing, where applicable, on the terms and conditions contained therein (includingas such terms may be modified or adjusted in accordance with the terms, as necessaryand within the limits, of the “flex” provisions contained in the any Fee Letter) orcontemplated by the Debt Commitment Letter (the “Definitive Debt Financing Agreements”); (ii) satisfy on a timely basis all terms, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby conditions and (iii) satisfying all conditions covenants applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other thanMerger Sub, including with respect to the payment of any commitment, engagement or placement fees, in the Debt Financing, Commitment Letter and the Definitive Debt Financing Agreements to the extent the failure to do so would result in a failure of a condition precedent to the availability of the Equity Debt Financing; (iii) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking seek to enforce its rights with respect to funding under the Debt Commitment Letter and the Definitive Debt Financing Commitments and Definitive Agreements in the event of a breach thereof by the other parties Financing Sources party thereto); and (iv) maintain in effect the Debt Commitment Letter or, if applicable, the Definitive Debt Financing Agreements until the earliest to occur of the Closing, the funding of the Debt Financing thereunder or the valid termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Parent shall comply with have the right, at any time and from time to time, to amend, restate, supplement or otherwise modify, or waive any of its obligationsrights under, the Debt Commitment Letter or any Definitive Debt Financing Agreement and/or substitute other debt financing for all or any portion of the Committed Debt Financing from the same and/or alternative financing sources (a “Permitted Alternative Debt Financing”); provided, however, that Parent shall not amend, restate, supplement or otherwise modify, or waive any provision of, the Debt Commitment Letter (including by entry into any Definitive Debt Financing Agreements), any Fee Letter or any Definitive Debt Financing Agreement, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of not substitute any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any portion of the Commitment Letters. Parent shall notDebt Financing with any Permitted Alternative Debt Financing, in each case, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modificationrestatement, waiversupplement or other modification or waiver or such substitution would (A) reduce the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or the original issue discount) to an amount below the amount needed, when taken together with all other sources of cash available to Parent, to satisfy the Financing Uses or (B) impose new or additional conditions, or replacement (w) would (i) add new (otherwise amend, modify or adversely modify expand any existing) condition conditions, to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely initial funding of the Debt Financing in a manner that would (1) delay or satisfaction of prevent the conditions to obtaining the Financing less likely to occur, (x) reduces the amount funding of the Debt Financing such that in at least the aggregate funds that would be amount needed, when taken together with all other sources of cash available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient Parent, to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of Financing Uses or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y2) adversely affects impact the ability of Parent to (aa) enforce its rights against the other parties to the Debt Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Debt Financing Agreements or (zbb) could reasonably be expected to prevent, impede timely consummate the Contemplated Transactions (it being understood that Parent or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced Sub may add financing sources in a manner consistent accordance with the foregoing clause (A). Upon any such amendment, supplement or modification terms of the Debt Commitment Letter or the Definitive Debt Financing Commitments Agreements (in accordance compliance with clause “(B)” above) and implement any “flex” provisions set forth in any Fee Letter, in each case, without the Company’s consent). For purposes of this Section 5.11(a)Agreement, the term “

Financing. (a) Parent The Company shall and shall use its reasonable best good faith efforts to obtaincause its independent auditors, or cause counsel and other representatives to be obtained, provide all reasonable and timely cooperation in connection with the proceeds arrangement of the Financing on the terms and conditions described in the Commitment LettersDebt Financing, including (i) maintaining arranging for the Chief Executive Officer, Chief Financial Officer or other necessary members of senior management or individual performing the functions customarily associated with such titles and positions of the Company who may be reasonably expected to participate in effect such cooperation, (x) to meet with rating agencies, prospective lenders and investors in presentations, meetings, road shows and due diligence sessions, (y) to provide reasonable and customary management representations to auditors and (z) to provide reasonable and timely assistance with the Commitment Letterspreparation of business projections and similar materials, (ii) negotiating definitive agreements otherwise reasonably cooperating with respect the marketing efforts of Parent and Merger Sub and their financing sources for any of the Debt Financing, (iii) upon request, furnishing Parent and Merger Sub and their financing sources with timely financial and other pertinent information regarding the Company as may be reasonably requested by Parent or Merger Sub, including all financial statements and financial data and related material (including appropriate management’s discussion and analysis) sufficient in form and content to allow compliance with the requirements of Regulation S-X and Regulation S-K under the Securities Act and the requirements of the rules of the Public Company Accounting Oversight Board of a type and in the form customarily included in private placements under Rule 144A of the Securities Act and regulations promulgated thereunder to consummate any portion of the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to any audited financial statements, the report of the Company’s auditors thereon) (the “Required Financial Information”), (iv) reasonably cooperating with Parent and Merger Sub and their financing sources (including by participating in drafting sessions) in the preparation of (A) any and all offering, information or syndication documents for or relating to any of the Debt Financing or any alternative to all or any portion thereof (“Offering Documents”), including but not limited to using commercially reasonable efforts to ensure that an offering memorandum prepared in accordance with customary practices for any offering under Rule 144A with respect to any financing that Parent and Merger Sub are seeking to obtain is prepared in a timely manner in connection with such financing, including by timely preparing and providing the Required Financial Information and any tabular, compiled, or other financial data as reasonably requested by Parent or Merger Sub in connection with the preparation of any such offering memorandum, and (B) materials for rating agency presentations, (v) reviewing and consulting with Parent and Merger Sub regarding the terms of the definitive documentation relating to the Debt Financing, (vi) providing and executing documents as may be reasonably requested by Parent or Merger Sub and reasonably acceptable to the availability Company including a certificate of the Equity FinancingChief Financial Officer of the Company with respect to solvency matters, (vii) have been satisfiedfacilitating the pledging of collateral on or after the Effective Date, and obtaining surveys and title insurance as reasonably requested by Parent shall use its reasonable best efforts to cause or Merger Sub, and (viii) obtaining (A) comfort letters from the Lendersauditors of the Company and consent from such auditors for Parent, Equity Investors Merger Sub and the Rollover Investors Company to fund use any of their audit reports of the Financing required Company (including but not limited to consummate by including such reports in any Offering Documents), and (B) customary legal opinions regarding due organization, power and authority to enter into the transactions contemplated by hereby, no conflicts, and execution and delivery and enforceability of this Agreement and the other agreements contemplated hereby, in each case subject to pay related fees customary assumptions and expenses on qualifications, as reasonably requested by Parent or Merger Sub and reasonably acceptable to the Closing Date Company and (including by seeking ix) taking all corporate actions reasonably necessary to enforce its rights under permit the consummation of the Debt Financing Commitments and Definitive Agreements in to permit the event of a breach proceeds thereof to be made available to the Company at or prior to the Closing; provided, that, all such information to be provided by the other parties thereto). Company pursuant to this Section 4.11 pursuant to a request made by Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely manner (but in any event no later than thirty (30) Business Days prior to the Closing) in accordance with the terms of this Section 4.11, shall be provided to Parent or Merger Sub (aa) in the case of Required Financial Information, at least twenty (20) Business Days prior to Closing, and diligent manner. Parent (bb) in the case of information other than Required Financial Information, as soon as reasonably practicable; and provided, further, that notwithstanding any provision to the contrary set forth herein, (1) in no event shall give the Company prompt notice of be required to pay any material breach by commitment or similar fee or incur any party cost, expense, liability or other obligations in connection with the Debt Financing prior to the Commitment Letters Effective Time; provided, however, that if the Company, in its sole discretion, pays or incurs any reasonable cost, expense, liability or other obligations in connection with the Debt Financing prior to the Effective Time, the Company shall be promptly reimbursed (and in any event no later than three (3) Business Days following receipt by Parent of which invoices with respect to such cost, expense, liability and other obligations) by Parent has become aware or any termination of any of Merger Sub for such costs, expenses, liabilities or other obligations; (2) such cooperation, in the Commitment Letters. Parent shall not, without the prior written consent good faith determination of the Company, after consultation with counsel, would not reasonably be likely to consist of or result in a breach or violation of, or a default under, any Contract in effect as of the date hereof (A) permit including any amendment financing arrangements), the certificate of incorporation or modification toby-laws of the Company or the comparable governing documents of any of its Subsidiaries, or any waiver of applicable Laws; and (3) the parties hereto agree to act in good faith to cooperate hereunder in such a manner so as to avoid any material provision or remedy under, or replace, interference with the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding normal conduct of the Debt Financing Company’s or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of its Subsidiaries’ business or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “operations.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to obtain, or cause to be obtained, (i) obtain the proceeds of the Equity Financing on the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Equity Commitment Letters, (ii) negotiating definitive agreements with respect maintain in effect the Equity Commitment Letters until the Transactions are consummated, (iii) satisfy, or cause to be satisfied, on a timely basis all conditions to the Debt closing of and funding under the Equity Commitment Letters applicable to Parent and/or Merger Sub that are within its control, (iv) consummating the Equity Financing at or prior to the Effective Time and (v) subject to ‎Section 9.08, enforcing the parties’ funding obligations and the rights of Parent and Merger Sub under the Equity Commitment Letters to the extent necessary to fund the Merger Consideration; provided that Parent and/or Merger Sub may amend or modify the Equity Commitment Letters so long as (A) the aggregate proceeds of the Equity Financing (as amended or modified) will be sufficient for Parent and the “Definitive Agreements”Surviving Corporation to pay (1) consistent the Merger Consideration and (2) any other amounts required to be paid in all material respects connection with the consummation of the Transactions upon the terms and conditions contained therein contemplated hereby and (including, as necessary, the “flex” provisions contained in the Fee LetterB) or, if available, on other terms that such amendment or modification would not adversely impact prevent, materially delay or materially impede or impair (1) the ability of Parent and Merger Sub to consummate the transactions contemplated hereby Transactions or (2) the rights and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability benefits of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights Company under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Equity Commitment Letters. Parent shall not, without deliver to the prior written consent Company true and complete copies of the Company, (A) permit any such amendment or modification to, or as promptly as practicable after execution thereof. In the event any waiver portion of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing becomes unavailable on the terms and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless conditions contemplated in the Equity Financing and/or Commitment Letters, Parent shall promptly notify the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Company.

Financing. (a) Parent The Buyer shall use its commercially reasonable best efforts to obtain, or cause to be obtained, arrange the proceeds of the Debt Financing on the terms and conditions described in the Commitment LettersLetter, including using its commercially reasonable efforts to (i) maintaining in effect the Commitment Lettersnegotiate definitive agreements with respect thereto on terms and conditions contained therein, (ii) negotiating satisfy on a timely basis all conditions applicable to the Buyer in such definitive agreements with respect that are within its control and (iii) consummate the Debt Financing at the Closing. The Buyer shall obtain the Equity Financing upon satisfaction or waiver of (A) the conditions to Closing set forth in Article VII and Article VIII and (B) the conditions to the funding of the Debt Financing (or any alternative financing) (in the “Definitive Agreements”case of clauses (A) consistent in all material respects with and (B), other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions). In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt FinancingLetter, the availability of the Equity Financing) have been satisfied, Parent Buyer shall use its commercially reasonable best efforts to cause arrange to obtain any such portion from alternative sources on terms that are not materially less beneficial to the Lenders, Equity Investors Buyer and the Rollover Investors to fund Transferred Companies as promptly as practicable following the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event occurrence of a breach by the other parties thereto)such event. Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent The Buyer shall give the Company prompt Sellers notice of any material breach by any party to the Commitment Letters of which Parent has become aware Letter or any termination of the Commitment Letter promptly upon becoming aware of any such breach or termination. The Buyer shall keep the Sellers informed on a reasonably current basis in reasonable detail of the Commitment Lettersstatus of its efforts to arrange the Financing. Parent The Buyer shall not, without the prior written consent of the Company, (A) not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Equity Funding Letter without obtaining the Sellers’ prior written consent (not to be unreasonably withheld or replacedelayed). For the avoidance of doubt, if the Debt Financing (or any alternative financing) has not been obtained, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition Buyer shall continue to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub be obligated to timely consummate the transactions Transaction on the terms contemplated by this Agreement and subject only to the satisfaction or (ii) make the timely funding of the Debt Financing or satisfaction waiver of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent set forth in Article VII and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters or Buyer’s rights under Section 11.1, regardless of whether the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability Buyer has complied with all of Parent to enforce its rights against such other parties to the Commitment Letters as in effect on the date hereof or in the Definitive Agreements or obligations under this Agreement (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with including its obligations under this Section 5.11(a6.17(a), the term “).

Financing. (a) Subject to the terms and conditions of this Agreement (including Section 6.12(d)), each of Parent and Merger Sub shall use its reasonable best efforts (taking into account the anticipated timing of the Outside Date) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Debt Financing and obtain the full amount of the proceeds of the Debt Financing as soon as reasonably practicable on the terms and conditions (including the “flex” provisions) described in the Debt Financing Letters, including using its reasonable best efforts to (i) comply with its obligations under the Debt Commitment Letter, (ii) negotiate, execute and deliver definitive agreements with respect to the Debt Commitment Letter on terms and conditions (as such terms may be modified or adjusted in accordance with the terms of, and within the limits of the flex provisions contained in, the Debt Financing Letters) no less favorable in all material respects to Parent and Merger Sub than those contained in the Debt Commitment Letter, (iii) timely prepare any offering documents, marketing materials and/or rating agency presentations required with respect to the Debt Financing and other information required under the Debt Commitment Letter, (iv) satisfy (or obtain a waiver of) all conditions applicable to, and within the control of, Parent and Merger Sub contained in the Debt Commitment Letter (including definitive agreements related thereto), (v) take all actions reasonably necessary to satisfy the pre-closing requirements set forth in the “Security” section, the “Cooperation” section and the “Third-party Reports” sections in the Term Sheet to the Debt Commitment Letter and (vi) consummate the Debt Financing at or prior to the Closing Date, subject to the terms and conditions contained herein. Notwithstanding anything to the contrary in the immediately preceding sentence, each of Parent and Merger Sub shall use its reasonable best efforts to obtaintake, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenderseach of its affiliates to take, Equity Investors and the Rollover Investors all actions necessary to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements maintain in the event of a breach by the other parties thereto). Parent shall comply with its obligationseffect, and enforce its rightsrights under, the Debt Commitment Letter (including any definitive agreements relating thereto). The exercise by Parent and Merger Sub of the right under the Commitment Debt Financing Letters in a timely and diligent manner. Parent shall give to remove assets from the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding collateral pool of the Debt Financing or satisfaction (such assets, “Excluded Assets”) shall not be deemed to be a breach of the conditions to obtaining the Financing less likely to occur, (xParent and Merger Sub’s obligations under this Section 6.12(a) reduces the amount of the Debt Financing such that if the aggregate funds that would be available to Parent Parent, Merger Sub and Partnership Merger Sub at the Closing (taking into account the Equity amount of the Debt Financing after such exclusion, any Alternative Debt Financing with respect to any of the Excluded Assets, and cash on hand and marketable securities of Parent, Merger Sub, Partnership Merger Sub, the Company and the Rollover InvestmentCompany's Subsidiaries on the Closing Date) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration Consideration, fund the reserves required to be funded at Closing in connection with the Debt Financing and any such Alternative Debt Financing and pay all fees and expenses of or payable required to be paid at the Closing by Parent, Merger Sub Sub, Partnership Merger Sub, the Company, the Operating Partnership or the Surviving Corporation unless Company Subsidiaries in connection with the Equity Financing and/or the Rollover Investment is increased by a corresponding amountMergers, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment LetterTransactions, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “and any such Alternative Debt Financing.

Financing. (a) Parent Buyer shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions, and to do, or cause to be done all things necessary to obtain the Financing on the terms and conditions described stated in the Commitment LettersLetters (including any “flex” provisions included therein), by the Closing, including (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (contemplated by the “Definitive Agreements”) consistent in all material respects with Debt Commitment Letters on the terms and conditions contained therein in the Debt Commitment Letters (including, as necessary, the including any “flex” provisions contained in the Fee Letterprovisions) or, if available, or on such other terms that and conditions acceptable to Buyer as would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware timing or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such in an amount less than that required to consummate the aggregate transactions herein (after taking into account the funds that would to be made available to Parent and Merger Sub at under the Closing Equity Commitment Letters), (iii) satisfying on a timely basis (taking into account the Equity Financing expected timing of the Closing) all the conditions and covenants applicable to Buyer obtaining the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable financing contemplated by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability extent such conditions and covenants are in Buyer’s or any Affiliate of Parent Buyer’s control and (iv) taking enforcement action (including through litigation) to enforce its rights against cause the Debt Financing Sources providing such other parties financing to comply with their obligations under the Debt Commitment Letter and, subject to the Commitment Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation terms and conditions of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any such Debt Commitment Letter, unless to fund such Commitment Letter financing. Buyer shall promptly provide Seller, upon reasonable request, with such information as shall be reasonably necessary to allow Seller to monitor the progress of such financing activities. Seller shall be entitled, upon reasonable request given in writing to Buyer at least three Business Days in advance, to consult with Buyer’s Investors and Debt Financing Sources regarding the Financing, solely to the extent that a Representative of Buyer is replaced in a manner consistent with the foregoing clause (A). Upon present during any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “consultation.

Financing. (a) Parent shall use its commercially reasonable best efforts to obtaintake, or cause Merger Sub to be obtainedtake, all actions and to do, or cause Merger Sub to do, all things reasonably necessary, proper or advisable to arrange, as soon as practicable after the proceeds of date hereof, and to consummate, concurrently with the Closing, the Financing on the terms and conditions described in the Commitment LettersFinancing Commitments (provided that, including (i) maintaining in effect subject to the Commitment Lettersprovisions of this Section 5.9(a), (ii) negotiating definitive agreements with respect to Parent and Merger Sub may replace or amend the Debt Financing (Commitments to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the “Definitive Agreements”) consistent in all material respects with Debt Financing Commitments as of the terms and conditions contained therein (includingdate hereof, or otherwise amend the Financing Commitments so long as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that such replacement or amendment would not adversely impact in any material respect the ability of Parent or Merger Sub to consummate the transactions contemplated hereby hereby), including using commercially reasonable efforts to (i) maintain in effect the Financing Commitments, subject to the foregoing replacement and amendment rights, (iiiii) satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries Merger Sub to obtaining the Financing. In the event that all conditions contained Financing set forth in the Commitment Letters Financing Commitments that are within their control (other than, with respect including by consummating the Equity Financing pursuant to the Debt Financing, the availability terms of the Equity FinancingFinancing Commitments and by assisting in the syndication or marketing of the Debt Financing contemplated by the Debt Financing Commitments) have been and (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitments or on other terms acceptable to the Parent that would not adversely impact in any material respect the ability of Parent or Merger Sub to consummate the transactions contemplated hereby. Subject to the terms and conditions contained herein, at the Closing Parent shall draw down on the Financing Commitments if the conditions to the Financing Commitments are then satisfied. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, Parent shall use its commercially reasonable best efforts to cause arrange to obtain alternative financing from alternative sources on terms not materially less beneficial to Parent and Merger Sub (as determined in the Lenders, Equity Investors and the Rollover Investors to fund the Financing required reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto)Agreement. Parent shall comply with its obligationskeep the Company reasonably apprised of material developments related to the Financing, and enforce its rights, under the Commitment Letters in shall provide a timely and diligent manner. Parent shall give the Company prompt notice copy of any each material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition agreement related to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters or Company promptly after such agreement is executed and delivered by 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “thereto.

Financing. (a) Parent shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without Without the prior written consent of the Company, (A) each of Parent and Merger Sub shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, or replace, the Debt Financing Commitment Letters if such amendment, modification, waiver, waiver or replacement (w) would or would reasonably be expected to (i) add new delay or prevent the Closing Date, (or ii) adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect impact the ability or likelihood of Parent or Merger Sub to timely consummate the transactions transaction contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (yiii) adversely affects impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Debt Financing Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative definitive agreements with respect thereto. Subject to the ability terms of the Debt Financing Commitment and this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to enforce take, or cause to be taken, all actions and to do, or cause to be done, all things within their control that are necessary to arrange the Financing on substantially the terms and conditions described in the Debt Financing Commitment (provided that Parent and Merger Sub may amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitment as of the date hereof), including using its rights against reasonable best efforts to (w) maintain in effect the Debt Financing Commitment, (x) satisfy all conditions applicable to Parent and Merger Sub to obtaining the Financing at the Closing set forth therein that are within its control, (y) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Financing Commitment or, subject to the previous sentence, on such other parties terms acceptable to Parent and Merger Sub and their Financing Sources (and provide copies thereof to the Commitment Letters as in effect on the date hereof or in the Definitive Agreements or Company) and (z) could reasonably be expected upon satisfaction of the conditions set forth in the Debt Financing Commitment, consummate the Financing at or prior to preventthe Closing. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment and such amounts are required to pay the Estimated Merger Consideration, impede or delay Parent shall promptly notify the consummation Company and shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Sub and in an amount sufficient to consummate the transactions contemplated hereby following the occurrence of such event. Parent shall promptly deliver to the Company true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Parent and Merger Sub with any portion of the Financing. Parent and Merger Sub shall use their reasonable best efforts to cause the Financing Sources providing the Financing to fund the Financing required to consummate the Merger and the other transactions contemplated by this Agreement; Agreement on the Closing Date if all conditions set forth in the Debt Financing Commitment have been satisfied or waived (B) terminate any other than the conditions that by their nature are to be satisfied at the Closing), but subject to the fulfillment or waiver of those conditions. For purposes of this Section 5.15 and Section 4.5, references to “Financing” shall include the financing contemplated by the Debt Financing Commitment Letteras permitted by this Section 5.15 to be amended, unless modified or replaced and references to “Debt Financing Commitment” shall include such Commitment Letter is replaced documents as permitted by this Section 5.15 to be amended, modified or replaced, in a manner consistent with the foregoing clause (A). Upon any each case from and after such amendment, supplement modification or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “replacement.

Financing. (ai) Parent shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions and to do, or cause to be done all things necessary to arrange, obtain and consummate the Financing on the terms and conditions described in the Commitment LettersLetters (including the exercise of so-called “flex” provisions in the related fee letter) as promptly as practicable (taking into account the timing of the Marketing Period), including using reasonable best efforts to (i) maintaining maintain in full force and effect the Commitment Letters, Letters until consummation of the Transactions (iiexcept that Parent may agree to any modification or amendment of the Commitment Letters solely as permitted pursuant to Section 6.5(b)(iii)) negotiating and to negotiate and execute definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other thanincluding any “flex” provisions applicable thereto) or on terms that are no less favorable, with in any material respect, to Parent than the terms contained in the Commitment Letters (including any “flex” provisions applicable thereto), in each case which terms shall not in any adverse respect change, expand or impose new conditions to the Debt Financing, the availability funding of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause Financing at the Lenders, Equity Investors and Closing or reduce the Rollover Investors to fund aggregate amount of the Financing required available to consummate the transactions contemplated by this Agreement and to pay related fees and expenses be funded on the Closing Date (including by seeking to enforce its rights under or materially affect the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any timing of the Commitment Letters. Parent shall notClosing Date (the “Financing Agreements”), without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the satisfy on a timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing basis (taking into account the Equity Financing and timing of the Rollover InvestmentMarketing Period) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to all conditions in the Commitment Letters and such Financing Agreements which are in their control and to consummate the Financing at or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative prior to the ability of Parent to Closing, (iii) enforce its their rights against such other parties to under the Commitment Letters as and the Financing Agreements including by taking enforcement action to cause the Financing Sources, lenders and other Persons committing to provide the Financing to comply with their obligations under the Commitment Letters and the Financing Agreements and to fund such Financing at Closing; provided, however, that Parent shall not be required to take any such enforcement action unless all conditions precedent set forth in effect on Section 7.1 and Section 7.2 have been satisfied (other than those conditions that, by their nature, are to be satisfied at the date hereof or Closing) and (iv) comply with their obligations in all material respects under the Definitive Agreements or (z) could Commitment Letters and the Financing Agreements. Parent shall keep the MLP Entities and the Xxxxxxxxx Entities reasonably be expected informed with respect to prevent, impede or delay any material developments concerning the consummation status of the Merger Financing. Parent shall provide the MLP Entities and the Xxxxxxxxx Entities, upon reasonable request, with copies of any primary material Financing Agreements and such other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless material information and documentation regarding the Financing as shall be reasonably necessary to allow the MLP Entities and the Xxxxxxxxx Entities to monitor the progress of such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “financing activities.

Financing. (a) Parent Each of Buyer, Intermediate Holdings and Merger Sub shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, 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 Financing concurrently with the Closing on the terms and conditions described in the Debt Commitment Letters, Letter (including using reasonable best efforts to (i) maintaining in effect the Commitment Lettersobtain any necessary rating agency ratings, (ii) negotiating maintain in effect the Commitments (at no additional cost or expense to, and with no adverse effect on, Buyer, Intermediate Holdings or Merger Sub), (iii) satisfy on a timely basis all conditions applicable to Buyer, Intermediate Holdings and Merger Sub to obtain the Debt Financing (including by consummating the financing contemplated by the Equity Commitment Letter) that are within their control and comply with the obligations thereunder, (iv) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the Commitment Letter on terms and conditions contained therein (including, as necessary, the including any “flex” provisions contained provisions) or on terms no less favorable to Intermediate Holdings (unless otherwise agreed by Intermediate Holdings in its sole discretion) (the “Definitive Financing Agreements”) and upon the execution thereof, deliver a copy to the Company, (v) seek to enforce its rights under the Debt Commitment Letter and the Definitive Financing Agreements in the Fee Letter) orevent of a breach by the Financing Parties that materially impedes or materially delays the Closing, if availableincluding by seeking specific performance against the parties thereto, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iiivi) satisfying with respect to any replacement commitments, satisfy on a timely basis all conditions applicable to Parent Intermediate Holdings and its Subsidiaries Merger Sub in such definitive agreements that are within their control. Buyer and Intermediate Holdings shall keep Company reasonably informed of material developments in respect of the financing contemplated by the Commitments to obtaining which it is a party in accordance with this Section 6.3. In furtherance of the Financingprovisions of this Section 6.3, the Debt Commitment Letter may be amended or superseded without the prior consent of Company to replace or add one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Commitment Letter as of the date hereof, or otherwise, provided, that in no event shall the Debt Commitment Letter be amended or superseded in a manner that would (i) expand in any way that is adverse to the Company the conditions to the Debt Financing set forth in the Debt Commitment Letter; (ii) reasonably be expected to prevent or materially delay the Closing; or (iii) reduce the aggregate amount of Debt Financing set forth in the Debt Commitment Letter (unless, in the case of this clause (iii), replaced with an amount of new equity financing on terms no less favorable to Buyer than the terms set forth in the Equity Commitment Letter). In the event that all conditions contained in to the Commitment Letters Commitments (other than, than in connection with respect to the Debt FinancingCommitment Letter, the availability of or funding pursuant to the Equity FinancingCommitment Letter) have been satisfied, Parent each of Buyer and Intermediate Holdings shall use its reasonable best efforts to cause the Lenders, Equity Investors lenders and other persons providing the Rollover Investors Commitments to fund the Financing financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses Merger on the Closing Date (including by seeking specific performance to enforce its rights under cause such lenders and other persons to fund such financing) if all conditions to closing contained in Article VII are satisfied or waived (other than those conditions that (A) by their nature are to be satisfied at the Financing Commitments Closing, but subject to the fulfillment or waiver of those conditions and Definitive Agreements in the event (B) are not satisfied solely as a result of a breach by the other parties theretoBuyer, Intermediate Holdings or Merger Sub of their respective obligations under this Agreement). Parent shall comply with its obligations, Buyer and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent Intermediate Holdings shall give the Company prompt notice of any material breach by any party of the Commitments to the Commitment Letters of which Parent has become aware or it is a party, any termination of any of the Commitment Letters. Parent shall notCommitments to which it is a party, without the prior written consent of the Company, (A) permit and any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Commitments to which it is a party not likely to be satisfied, in each case, to the extent it becomes aware of such material breach, termination or condition. If any portion of the Debt Financing Commitments or otherwise adversely affect becomes unavailable on the ability or likelihood of Parent or Merger Sub terms and conditions (including the flex provisions) set forth in the Debt Commitment Letter, Buyer and Intermediate Holdings shall use its reasonable best efforts to timely arrange alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement on terms and conditions no less favorable to Intermediate Holdings or Merger Sub (as determined in the reasonable judgment of Intermediate Holdings) than those set forth in the Debt Commitment Letter (including the flex provisions) as promptly as practicable following the occurrence of such event, but in no event later than the last day of the Marketing Period. For the avoidance of doubt, the obtaining of the financing provided for by the Commitments, or any alternative financing, is not a condition to Closing. Notwithstanding anything herein to the contrary, in no event shall Buyer, Intermediate Holdings or any Affiliate thereof be required to provide any additional equity financing in excess of the amount expressly set forth in the Equity Commitment Letter. Notwithstanding anything herein to the contrary, in no event shall Buyer, Intermediate Holdings or Merger Sub be required pursuant to this Agreement to agree to pay to the lenders, and the other Persons providing the financing set forth in the Debt Commitment Letter, any additional fees or to increase any interest rates applicable to the Debt Commitment Letter (other than pursuant to the “flex” provisions therein, if any) or agree to enter into any financial or other material covenants or agreements on terms not otherwise expressly set forth in the Debt Commitment Letter. For purposes of this Agreement, unless otherwise agreed among the parties hereto, the “Marketing Period” shall mean the first period of twenty (20) consecutive Business Days after the date hereof (A) throughout and on the last day of which (i) Intermediate Holdings shall have the Required Information that Company is required to provide to Intermediate Holdings pursuant to Section 5.7 and such information shall remain compliant at all times with applicable provisions of Regulation S-X and Regulation S-K under the Securities Act and (ii) make the timely funding of the Debt Financing or satisfaction nothing has occurred and no condition exists that would cause any of the conditions to obtaining set forth in Sections 7.1 and 7.2 (other than the Financing less likely to occur, (x) reduces the amount receipt of the Debt Financing such that the aggregate funds that would certificates referred to therein) to fail to be available to Parent and Merger Sub at satisfied assuming the Closing (taking into account the Equity Financing were to be scheduled for any time during such 20 consecutive Business Day period and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letterthroughout and on the last day of which the conditions set forth in Section 7.3 through 7.6 (excluding conditions that, unless such Commitment Letter is replaced in a manner consistent with by their nature, cannot be satisfied until the foregoing clause (A). Upon any such amendmentClosing) shall be satisfied; provided, supplement or modification that the “Marketing Period” shall not be deemed to have commenced if, prior to the completion of the Debt Financing Commitments Marketing Period, Gxxxx Xxxxxxxx LLP shall have withdrawn its audit opinion with respect to any financial statements contained in accordance with this Section 5.11(a), the term “Audited Financial Statements.

Financing. (a) Parent Miami shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain, take (or cause to be obtainedtaken) all actions necessary, the proceeds of proper or advisable to arrange as promptly as reasonably practicable the Financing prior to the Closing on the terms and conditions described set forth in the Seattle Commitment LettersLetter or on such other terms that would not be prohibited by Section 7.7(b) (or, including in the event any portion of or all of the Financing pursuant to the Seattle Commitment Letter becomes unavailable, the Alternative Commitment Letter). Miami shall, and shall cause its Subsidiaries to, use reasonable best efforts to (i) maintaining comply with and maintain the Seattle Commitment Letter in effect until the Commitment Letters, (ii) negotiating initial funding of the Financing and negotiate definitive agreements with respect to thereto, on the Debt Financing terms and conditions contained therein or on such other terms that would not be prohibited by Section 7.7(b) (the “Definitive Financing Agreements”) consistent and shall deliver to Houston a copy thereof as promptly as practicable upon reasonable request (and no later than one (1) Business Day after such request); (ii) comply with the obligations that are set forth in the Seattle Commitment Letter that are applicable to Miami or any Subsidiary of Miami Table of Contents and satisfy on a timely basis all material respects conditions precedent in the Seattle Commitment Letter and the Financing Agreements that are within its control; and (iii) fully enforce the rights of the Miami Parties under the Seattle Commitment Letter and the Financing Agreements. In the event any funds in the amounts set forth in the Seattle Commitment Letter or the Financing Agreements, or any portion thereof, become unavailable on the terms and conditions contemplated in the Seattle Commitment Letter or the Financing Agreements, or it becomes reasonably likely that such funds may become unavailable on the terms and conditions set forth therein, Miami shall, and shall cause its Subsidiaries to, use reasonable best efforts to arrange to obtain promptly any such portion from the same or alternative sources, in an amount sufficient, when added to the portion of the Financing that is available, to allow Seattle to pay all of the Financing Obligations (the “Alternative Financing”) and to obtain, and, when obtained, to provide promptly to Houston a copy of, a new financing commitment that provides for such financing (the “Alternative Commitment Letter”) and negotiate definitive agreements with respect thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the FinancingAlternative Financing Agreements”). In the event that Alternative Financing is obtained, any reference in this Agreement to “Financing” shall include “Alternative Financing,” any reference to “Seattle Commitment Letter” shall include the “Alternative Commitment Letter,” any reference to “Seattle Lenders” shall include the financial institutions providing such Alternative Financing, and any reference to “Alternative Financing Agreements” shall include any definitive agreements with respect to the Alternative Commitment Letter, and all conditions contained in obligations of each party pursuant to this Section 7.7 shall be applicable thereto to the Commitment Letters (other thansame extent as such party’s obligations, as the case may be, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “.

Financing. (a) Each of Parent and Merger Subsidiary shall use its commercially reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary to arrange the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters, including using commercially reasonable efforts (i) maintaining in effect to negotiate and enter into the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with thereto on the terms and conditions contained therein in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in any related fee letter) by a date no later than the Fee Letter) or, if available, on other terms date that would not adversely impact is three months from the ability of Parent to consummate the transactions contemplated hereby date hereof and (iiiii) satisfying to satisfy (or if determined advisable by Parent and Merger Subsidiary, obtain the waiver of) on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the FinancingDebt Financing within Parent’s and Merger Subsidiary’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 the Debt Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, each of Parent and Merger Subsidiary shall use its commercially reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors 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 including, to the extent commercially reasonable, by seeking taking enforcement action to cause the Financing Sources to provide the Debt Financing). Each of Parent and Merger Subsidiary shall use its commercially reasonable efforts to enforce all of its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto)Debt Commitment Letters. Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent Merger Subsidiary 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 or Merger Subsidiary has become aware or any termination of any of the Commitment LettersLetters or such definitive agreements. In the event that any portion of the Debt Financing becomes unavailable, Parent and Merger Subsidiary shall (1) use their commercially reasonable 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 and Merger Subsidiary 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 (other than any fee letters and engagement letters) pursuant to which any such alternative source shall have committed to provide Parent or the Surviving Corporation with Alternative Financing. Parent and Merger Subsidiary shall not, without the Company’s prior written consent of the Company, (Anot to be unreasonably withheld) permit any amendment or modification to, or any waiver of any material provision or remedy under, any Debt Commitment Letter or replaceany definitive agreements related thereto unless the terms of such Debt Commitment Letter or definitive agreements related thereto, the in each case as so amended, modified or waived, are substantially similar to those in such Debt Commitment Letters if Letter or definitive agreement related thereto, prior to giving effect to such amendment, modificationmodification or waiver (other than economic terms, which shall as good as or better for Parent and Merger Subsidiary 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 replacement modification (wx) would could reasonably be expected to (iI) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to Subsidiary timely consummate consummating the transactions contemplated by this Agreement or (iiII) make the timely funding of the Debt Financing or the satisfaction of the conditions to obtaining the Debt Financing less likely to occur, (xy) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing or (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (yz) adversely affects the ability of Parent or Merger Subsidiary to enforce its their rights against other parties to the Debt Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented definitive agreements relating thereto. Parent and Merger Subsidiary shall provide the Company with prompt written notice of the receipt of any notice or otherwise modified, relative other communication from any financing source with respect to the ability of Parent such financing source’s failure or anticipated failure to enforce fund its rights against such other parties to the commitments under any Debt Commitment Letters as or definitive agreement in effect connection therewith. Parent and Merger Subsidiary shall keep the Company reasonably informed on the date hereof or in the Definitive Agreements or (z) could a reasonably be expected to prevent, impede or delay the consummation current basis of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification status of its efforts to consummate the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Financing.

Financing. (a) Each of Parent and Acquisition Sub shall, and shall cause its Subsidiaries to use its reasonable best efforts to obtain, or cause to be obtained, arrange and obtain the proceeds of the Financing on the terms and conditions described in the Commitment LettersFinancing Commitments (including any “flex” provisions applicable to the Debt Financing), including using (and causing its Subsidiaries to use) their respective reasonable best efforts to: (i) maintaining comply with and maintain in full force and effect the Commitment LettersFinancing Commitments in accordance with the terms and conditions thereof, (ii) negotiating enter into definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments (including any “flex” provisions applicable to the Debt Financing), which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Closing, (iii) satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent, Acquisition Sub or their respective Subsidiaries in the Debt Commitment Letter (or definitive agreements entered into with respect to the Debt Commitment Letter), (iv) subject to the satisfaction of all conditions set forth in the Debt Commitment Letter and all conditions to the consummation of the Closing have occurred, solely to the extent necessary, enforce its rights under the Debt Commitment Letter in the event of a breach by any Debt Financing Source that impedes or delays (or could reasonably be expected to impede or delay) the Closing and, if necessary, seek specific performance of the Financing Sources of their obligations thereunder and (v) draw down upon and consummate the Financing at or prior to the Closing. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.11 shall require, and in no event shall the reasonable best efforts of Parent or Acquisition Sub be deemed or construed to require, Parent or Acquisition Sub to seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter. Neither Parent nor its Affiliates shall agree to any amendments, supplement or other modifications to, obtain any replacement of, or grant any waivers of, any condition or other provision of the Equity Commitment Letter without the prior written consent of the Company. Neither Parent nor its Affiliates shall agree to any amendments, supplement or other modifications to, obtain any replacement of, or grant any waivers of, any condition or other provision under the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” other than pursuant to any flex provisions contained set forth in the Fee Debt Commitment Letter) orwithout the prior written consent of the Company if such amendments, if availablemodifications or waivers (i) would reduce the aggregate amount of the net proceeds of the Debt Financing (other than as a result of imposition of any original issue discount permitted to be imposed on the date hereof, but including by changing the amount of fees or other amounts to be paid (including any modification to the original issue discount as in effect on other terms the date hereof) with respect to the Debt Financing), (ii) would impose new or additional conditions or otherwise expand, amend or modify any of the conditions under the Debt Commitment Letter or (iii) that would not adversely impact or would reasonably be expected to (x) prevent, delay or impair the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors Merger and the Rollover Investors to fund the Financing required to consummate the other transactions contemplated by this Agreement and to pay related fees and expenses on or (y) adversely impact the Closing Date (including by seeking ability of Parent or Acquisition Sub to enforce its rights under against the other parties to the Financing Commitments. Prior to a termination of this Agreement in accordance with the terms of Article VIII, Parent shall not permit, release or consent to the withdrawal, termination, repudiation or rescission of the Financing Commitments or any definitive agreement with respect to the Financing and Definitive Agreements in shall not release or consent to the event termination of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, obligations of any Financing Source under the Commitment Letters Financing, in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall noteach case, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “.

Financing. (a) Parent From the date hereof until the Closing Date, the Company shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable best efforts to obtaincause the respective Representatives of the Company Group to, at the sole expense of Purchaser and Merger Sub, provide such reasonable cooperation in connection with the arrangement of the Debt Financing as is customary and may be reasonably requested by Purchaser and Merger Sub, including using commercially reasonable efforts to: (i) upon reasonable advance notice, have appropriate officers or cause members of the management team (with appropriate seniority and expertise) participate in a reasonable number of meetings, calls, due diligence sessions or presentations with prospective lenders or investors and rating agencies as are reasonably requested in connection with the completion of the Debt Financing, in each case, at reasonable times and locations to be obtainedmutually agreed, subject to customary confidentiality arrangements for a financing similar to the proceeds Debt Financing; (ii) assist with the preparation of materials for customary bank information memoranda and lender presentations (including customary authorization letters), offering memoranda, rating agency presentations, roadshow presentations and similar marketing materials reasonably requested in connection with the Merger or the Debt Financing; (iii) furnish Purchaser, Merger Sub and the Debt Financing Sources reasonably promptly with the financial information related to the Company Group necessary to satisfy the conditions set forth in paragraph 5 of the Financing on “Conditions Precedent” exhibit of each of the terms and conditions described in the Debt Commitment Letters, including the Required Financials (ithe information set forth in this Section 7.4(a), collectively, subject to the immediately following proviso, the “Required Information”); provided that (x) maintaining in effect no event, shall the Commitment LettersRequired Information be deemed to include or shall the Company otherwise be required to provide pro forma financial statements or pro forma adjustments related to the Debt Financing, (iiy) negotiating definitive agreements the Company shall not be required to provide any requested quarterly financial statements prior to forty-five (45) days after the relevant fiscal quarter end unless such financial statements are available to the Company prior thereto; and (z) any SAS 100 review by the Company’s independent auditors of the Q1 Financials shall be at the sole expense of the Purchaser and Merger Sub; provided further, that each such recipient agrees to customary confidentiality restrictions with respect to such information; (iv) assist in the preparation and negotiation of and execute and deliver as of the Closing the definitive documents evidencing, governing, security or otherwise relating to the Debt Financing (including any schedules and exhibits thereto) as may be reasonably requested by Purchaser, Merger Sub or any Debt Financing Source, including customary certificates (including a certificate of the chief financial officer of or person performing similar functions for the Company with respect to solvency matters substantially in the form attached to the Debt Commitment Letters), documents and instruments relating to guarantees and other matters ancillary to the Debt Financing as may be reasonably requested by the Debt Financing Sources; provided that no obligation of any party under such agreements shall be effective until the Closing; (v) facilitate the granting and perfection of liens and security interests in the assets of the Company and its subsidiaries required to secure the Debt Financing; (vi) cause the taking of corporate and other actions by the Company Group reasonably necessary to permit the consummation of the Debt Financing on the Closing Date and to permit the proceeds thereof to be made available to Purchaser as of the Closing, it being understood that no such corporate or other action will take effect prior to the Closing; (vii) cause the Company’s independent accountants to deliver customary comfort letters (including customary “Definitive Agreementsnegative assurance”) consistent with respect to the Company’s financial statements and pro forma financial statements (which, if provided, shall be at the sole expense of the Purchaser and Merger Sub), provide reasonable assistance to Purchaser in all material respects connection with the terms preparation of pro forma financial statements and conditions contained therein information and partake in customary accounting due diligence sessions and to provide customary consents for use of their auditor opinions in any materials relating to the Debt Financing at the expense of and as reasonably requested by Purchaser on behalf of the Debt Financing Sources; (includingviii) at least three (3) Business Days prior to the Closing Date, provide all documentation and other information about the Company as necessaryis reasonably requested by the Debt Financing Sources in writing at least ten (10) Business Days prior to the Closing Date with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act; (ix) as promptly as reasonably practicable, inform Purchaser if the Company or its Subsidiaries shall have actual knowledge of any facts that would be reasonably likely to (1) require the restatement of any financial statements comprising a portion of the Required Information in order for such financial statements to comply with GAAP or (2) result in any of the Required Information containing any untrue statement of a material fact or omitting to state any material fact necessary in order to make such Required Information not misleading in light of the circumstances under which they were made and, in the case of either clause (1) or clause (2), supplementing and/or updating such Required Information as promptly as reasonably practicable after obtaining knowledge thereof; (x) cooperate with Purchaser to obtain any corporate and/or facilities ratings required by the Debt Financing Sources; (xi) assist with the preparation of disclosure related to the Company for customary offering documentation reasonably requested by the Purchaser, Merger Sub or Debt Financing Sources in connection with the Debt Financing; and (xii) cooperate with due diligence requests of the Debt Financing Sources to the extent customary and reasonable. Notwithstanding anything in this Agreement to the contrary, the “flex” provisions contained in the Fee Letter) orCompany shall not be required to provide, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and or cause its Subsidiaries to obtaining provide, cooperation under this Section 7.4(a) that: (A) unreasonably interferes with the Financing. In ongoing business of the event Company or any of its Subsidiaries; (B) causes any representation or warranty in this Agreement to be breached; (C) causes any closing condition set forth in Article 3 to fail to be satisfied or otherwise cause any breach of this Agreement; (D) reasonably could be expected to conflict with, violate, breach or otherwise contravene (1) any Organizational Document of the Company and/or its Subsidiaries, (2) any applicable Law and/or (3) any Contract to which the Company or any of its Subsidiaries is a party; or (E) requires the Company, its Subsidiaries or their respective officers, managing members, managers or employees (other than those directors, officers, managing members, managers or employees that all conditions contained shall continue in the Commitment Letters (other thansame or similar capacity after Closing) to execute, deliver or enter into, or perform any agreement, document or instrument, including any Debt Financing Document, or adopt resolutions approving the agreements, documents and/or instruments to which the Debt Financing is obtained or pledge any collateral with respect to the Debt Financing, in each case which is not contingent upon the availability Closing or would be effective prior to the Closing. In no event shall the Company be in breach of this Agreement because of the Equity Financingfailure to deliver any quarterly financial statements prior to forty-five (45) have been satisfied, Parent days after the relevant fiscal quarter end unless available to the Company prior thereto. In no event shall use the Company or any of its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing Subsidiaries be required to consummate pay any commitment or similar fee or incur any Liability (including due to any act or omission by the transactions contemplated by this Agreement and Company or any of its Subsidiaries or any of their respective Representatives, except to pay related fees and expenses the extent such act or omission constitutes gross negligence or willful misconduct on the Closing Date (including by seeking to enforce its rights under part of such Person or is in breach of this Agreement) or expense in connection with assisting Purchaser and Merger Sub in arranging the Debt Financing Commitments and Definitive Agreements in the event or as a result of a breach any information provided by the other parties thereto). Parent shall comply with Company, any of its obligationsSubsidiaries or any of their Affiliates or Representatives, and enforce its rightsin connection therewith, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party except to the Commitment Letters extent in breach of which Parent has become aware or any termination of any of this Agreement. Notwithstanding anything to the Commitment Letters. Parent shall notcontrary in this Agreement, without the prior written consent none of the Company, (A) permit its Subsidiaries, and their respective officers, directors, equityholders, employees, accountants, legal counsel and other Representatives shall be required to take any amendment action that would subject such Person to bear any costs, fees or modification toexpenses or to pay any commitment or other similar fee or make any other payment, or incur any waiver of any material provision or remedy underother Liability, or replace, the Commitment Letters if such amendment, modification, waiver, provide or replacement (w) would (i) add new (or adversely modify agree to provide any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of indemnity in connection with the Debt Financing or satisfaction their performance of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s their respective obligations to pay the Merger Consideration under this Section 7.4 and any fees and expenses of or payable by Parentinformation utilized in connection therewith, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amountin each case, (y) adversely affects the ability of Parent to enforce its rights against other parties with respect to the Commitment Letters Company Group, that is not conditioned on, 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a)effective prior to, the term “Closing. 76

Financing. (a) Parent Prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable best efforts to obtainprovide and cause their respective Representatives (including legal and accounting advisors) to provide to Parent and Merger Sub, or cause to be obtainedat Parent’s sole expense, all cooperation reasonably requested by Parent in connection with the proceeds Financing (provided that such cooperation does not unreasonably interfere with the ongoing operations of the Financing on the terms Company and conditions described in the Commitment Lettersits Subsidiaries), including (i) maintaining participation in effect the Commitment Lettersa reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) negotiating definitive agreements assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections, pro forma financial statements and similar documents necessary, proper or advisable in connection with the Financing; provided that any such memoranda or prospectuses shall contain disclosure and financial statements with respect to the Debt Financing Company or the Surviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor, (iii) executing and delivering any pledge and security documents, credit agreements, notes, mortgages, other definitive financing documents, or other certificates or documents as may be reasonably requested by Parent (including a certificate of the “Definitive Agreements”chief financial officer of the Company or any Subsidiary with respect to solvency matters as of the Effective Time), (iv) consistent reasonably facilitating the pledging of collateral effective on or after the Effective Time (including cooperation in all material respects connection with the terms pay-off of existing indebtedness (if requested by Parent) and conditions contained therein the release of related Liens), (includingv) furnishing Parent and its Financing sources with such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent, as necessaryincluding all financial statements, pro forma financial information and other information of the “flex” provisions contained type required by Regulation S-X (other than Rule 3-10 of 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 Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent Securities Act to consummate the transactions offerings of debt securities contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to by the Debt FinancingFinancing Commitments, assuming that such offerings(s) were consummated at the availability same time during the Company’s fiscal years as the offerings(s) of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions debt securities contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Debt Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification toCommitments, or any waiver of any material provision or remedy under, or replace, as otherwise required in connection with the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Debt Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate and the transactions contemplated by this Agreement or as otherwise necessary in order to receive customary “comfort” (iiincluding “negative assurance” comfort) make from independent accountants in connection with the timely funding offering(s) of debt securities contemplated by the Debt Financing or satisfaction Commitments (all such information in this clause (v) (“Required Financial Information”), including execution and delivery of the conditions to obtaining the Financing less likely to occurcustomary representation letters in connection with bank information memoranda, offering documents, private placement memoranda and other similar documents, (xvi) reduces the amount of the Debt Financing such that the aggregate funds that would be available providing assistance to Parent and Merger Sub at in connection with the satisfaction of the conditions set forth in the Debt Financing Commitments, (vii) obtaining accountants’ comfort letters and consents, legal opinions, surveys and title insurance as reasonably requested by Parent, (viii) providing monthly financial information within twenty-five (25) days of the end of each month prior to the Closing Date that is of the same nature and scope as the monthly financial information that the Company prepared on a monthly basis prior to the date of this Agreement, (ix) taking into all actions reasonably necessary to (A) permit the prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, and (B) if required in connection with the Debt Financing, establish bank and other accounts and blocked account agreements and lock box arrangement in connection with the Equity Financing foregoing, (x) if required in connection with the Debt Financing, obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which the Rollover Investment) would not be sufficient Company or any Subsidiary is a party and to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by arrange discussions among Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against and their financing sources with other parties to the Commitment Letters or the Definitive Agreements as so amendedmaterial leases, replacedencumbrances and contracts and (xi) taking all corporate actions, supplemented or otherwise modified, relative subject to the ability occurrence of Parent the Closing, reasonably necessary to enforce its rights against such other parties to the Commitment Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay permit the consummation of the Merger Debt Financing and to permit the proceeds thereof, together with cash on hand from operations of the Company and its Subsidiaries, to be made available to the Surviving Corporation immediately following the Effective Time; provided that neither of the Company nor any of its Subsidiaries will be required to pay any commitment or other transactions contemplated similar fee or incur any other liabilities that is not simultaneously reimbursed by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced Parent in a manner consistent connection with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments prior to the Effective Time. The Company will periodically update any such Required Financial Information to be included in accordance an offering document to be used in connection with this Section 5.11(asuch Debt Financing in order to ensure that such Required Financial Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. Parent shall indemnify and hold harmless the Company, any of its Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than historical information provided by the Company or any of its Subsidiaries). The Company shall have the right to consent to the use of its and its Subsidiaries’ logos in connection with the Debt Financing (such consent not to be unreasonably withheld, the term “delayed or conditioned). Table of Contents

Financing. (a) Parent shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of (i) arrange the Financing on the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Commitment LettersFinancing Commitments, (ii) negotiating enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) orFinancing Commitments, if availablewhich agreements shall be in effect as promptly as practicable after the date hereof, on other terms that would not adversely impact but in no event later than the ability of Parent to consummate the transactions contemplated hereby Closing, and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining consummate the FinancingFinancing no later than the last day of the Marketing Period. In the event that all conditions contained any portion of the Financing becomes unavailable in the Commitment Letters manner or from the sources contemplated in the Financing Commitments, (other thanA) Parent shall immediately notify the Company and (B) Parent and Merger Sub shall use their reasonable best efforts to arrange to obtain any such portion from alternative sources, on terms that are no more adverse to the Company, as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the Debt Financingfirst or second sentence of this Section 7.9(a) being referred to as the “Financing Agreements”). Parent and Merger Sub shall, the availability of the Equity Financing) have been satisfiedshall cause their Affiliates to, Parent and shall use its their reasonable best efforts to cause their Representatives to, comply with the Lendersterms, Equity Investors and satisfy on a timely basis the Rollover Investors to fund conditions, of the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under Commitments, any alternative financing commitments, the Financing Commitments Agreements and Definitive Agreements in any related fee and engagement letters. Any material breach of the event of Financing Commitments, the Financing Agreements, any alternative financing commitment and any related fee and engagement letter by Parent or Merger Sub shall be deemed a breach by the other parties theretoParent of this Section 7.9(a). Parent shall comply with its obligations(x) furnish complete, correct and enforce its rightsexecuted copies of the Financing Agreements promptly upon their execution, under the Commitment Letters in a timely and diligent manner. Parent shall (y) give the Company prompt notice of any material breach by any party to of any of the Commitment Letters Financing Commitments, any alternative financing commitment or the Financing Arrangements of which Parent has become or Merger Sub becomes aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent thereof and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could otherwise keep the Company reasonably be expected to prevent, impede or delay the consummation informed of the Merger and status of its efforts to arrange the other transactions contemplated by this Agreement; Financing (or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (Areplacement thereof). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “.

Financing. (a) Each of Parent and Merger Sub shall use its use, and shall cause their Affiliates to use, their reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Commitment LettersFinancing, including using reasonable best efforts to (i) maintaining in effect the Commitment Letters, (ii) negotiating negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iiiii) satisfying to satisfy (or cause its Affiliates to satisfy) on a timely basis all conditions conditions, and otherwise comply with all terms, applicable to the Parent and its Subsidiaries to obtaining the FinancingMerger Sub (or their Affiliates) in such definitive agreements. In the event that all any portion of the Financing becomes unavailable on the terms and conditions contained contemplated in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfiedFinancing Commitments, Parent and Merger Sub shall promptly notify the Company and shall use its their reasonable best efforts to cause arrange to obtain any such portion from alternative sources as promptly as practicable following the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event occurrence of a breach by the other parties thereto)such event. Parent shall comply 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 its obligations, and enforce its rights, under any portion of the Commitment Letters in a timely and diligent mannerFinancing. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware Financing Commitments or any termination of the Financing Commitments. Each of Parent and Merger Sub shall refrain (and shall use its reasonable best efforts to cause its Affiliates to refrain) from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the Commitment Lettersconditions contained in the Financing Commitments or in any definitive agreement related to the Financing. Parent shall not, without keep the prior written consent Company informed on a reasonably current basis in reasonable detail of the Company, (A) status of its efforts to arrange the Financing. Parent and Merger Sub may agree to or permit any amendment material amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability definitive agreements relating to the Financing and may obtain financing in substitution of all or likelihood 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 or and Merger Sub shall continue to timely be obligated to consummate the transactions Merger on the terms contemplated by this Agreement and subject only to the satisfaction or (ii) make the timely funding of the Debt Financing or satisfaction waiver of the conditions set forth in Sections 6.1 and 6.2 of this Agreement and to obtaining the Financing less likely to occurParent’s rights under Section 7.1, (x) reduces the amount regardless of the Debt Financing such that the aggregate funds that would be available to whether Parent and Merger Sub at the Closing have complied with all of their obligations under this Agreement (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s including their obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with under this Section 5.11(a5.11), the term “.

Financing. (a) Parent Each of the Sponsor Entities shall use use, and shall cause its Affiliates to use, reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of 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 Commitment LettersFinancing Commitments, including including, in the case of the Debt Financing, reasonable best efforts (i) maintaining in effect to negotiate and enter into the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, Debt Financing Commitments (or on other terms acceptable to FinCos, provided such terms do not contain any conditions to funding on the Closing Date that are not set forth in the Debt Financing Commitments and would not adversely impact otherwise reasonably be expected to impair or delay the ability consummation of Parent the Debt Financing), (ii) to consummate satisfy (or cause its Affiliates to satisfy) on a timely basis all conditions applicable to the transactions contemplated hereby Sponsor Entities (or their Affiliates) set forth therein that are within the control of any of the Sponsor Entities (or such Affiliates) and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to consummate the Debt FinancingFinancing contemplated by the Debt Commitment Letter at the Closing, the availability of the Equity Financing) have been satisfied, Parent shall use including using its reasonable best efforts to cause the Lenders, Equity Investors lenders and the Rollover Investors other persons providing such Debt Financing to fund the Debt Financing required to consummate the Merger at the Closing (including by taking enforcement action to cause such lenders and other persons providing such Debt Financing to fund such Debt Financing). In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Financing Commitments, FinCos shall promptly notify the Company, and the Sponsor Entities 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 the Sponsor Entities to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements that are not less favorable in the event of a breach aggregate (as determined by FinCos in their reasonable judgment) to the other parties thereto). Parent shall comply with its obligations, Sponsor Entities and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party than those contained in the Debt Financing Commitments. FinCos shall deliver to the Commitment Letters Company true and complete copies of which Parent has become aware or all agreements (excluding any termination of any of the Commitment Letters. Parent shall notfee letters and engagement letters which, without the prior written consent of the Companyby their terms are confidential, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition except to the Financing Commitments or otherwise adversely affect extent any such letters contain conditions to the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding consummation of the Debt Financing or satisfaction of the conditions (including pursuant to obtaining the Financing less likely so-called “flex” provisions)) pursuant to occur, (x) reduces the amount of the Debt Financing which any such that the aggregate funds that would be available alternative source shall have committed to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub provide FinCos or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation with any portion of the Merger and Debt Financing. In the other transactions contemplated by this Agreement; event that (i) all or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced portion of the high yield financing described in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments has not been consummated, (ii) all closing conditions contained in accordance with this Section 5.11(a), the term “Article VI shall have been satisfied or waived (other

Financing. (a) Prior to the Closing, Parent and Merger Sub shall use its their reasonable best efforts to obtainobtain the Financing, or cause to be obtained, the proceeds of the Financing including entering into definitive agreements with respect thereto on the terms and conditions described set forth in the Commitment Letters, including Financing Commitments or such other terms as may be acceptable to Parent in its sole discretion (i) maintaining in effect provided that the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the same or more favorable terms and conditions contained therein (including, as necessary, the “flex” provisions contained than those set forth in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent Financing Commitments shall be deemed acceptable to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the FinancingParent). In the event that all any portion of the Financing becomes unavailable so as not to enable Parent and Merger Sub to proceed with the Transactions in a timely manner, Parent and Merger Sub shall use their reasonable best efforts to arrange to obtain alternate financing from alternative sources on terms and conditions contained acceptable to Parent in its sole discretion (provided that the same or more favorable terms than those set forth in the Commitment Letters (other thanFinancing Commitments shall be deemed acceptable to Parent) as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the Debt Financing, first or second sentence of this Section 6.9(a) being referred to as the availability “Definitive Financing Agreements”); provided that nothing in this Section 6.9(a) shall be deemed to require Baxx xo provide a greater amount of equity financing than is contemplated by the Equity Financing) have been satisfiedCommitment. Parent and Merger Sub shall, Parent shall cause their Affiliates to, and shall use its their reasonable best efforts to cause their Representatives to, comply with the Lenders, Equity Investors terms and satisfy on a timely basis the Rollover Investors to fund conditions of the Financing required to consummate Commitments, the transactions contemplated by this Agreement Definitive Financing Agreements, any alternate financing commitment and to pay any related fees fee and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto)engagement letters. Parent shall comply with its obligations(i) furnish complete, correct and enforce its rightsexecuted copies of the Definitive Financing Agreements to the Company promptly upon their execution, under the Commitment Letters in a timely and diligent manner. Parent shall (ii) give the Company prompt notice of any material breach by any party to of any of the Commitment Letters Financing Commitments, any alternate financing commitment or the Definitive Financing Agreements of which Parent has become or Merger Sub becomes aware or any termination of any thereof and (iii) otherwise at the reasonable request of the Commitment Letters. Parent shall not, without Company inform the prior written consent Company of the Company, status of its efforts to arrange the Financing (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (Areplacements thereof). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “.

Financing. (a) Parent and Merger Sub shall not, without the prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) of the Company (approved by the Company Board), amend, modify or supplement (including in the definitive documents) (i) any of the material conditions or contingencies to funding contained in the Financing Commitments or (ii) any other material provision of the Financing Commitments, in either case to the extent such amendment, modification or supplement would reasonably be expected to adversely affect or delay the ability of Parent or Merger Sub to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby. Parent shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary or advisable to (i) satisfy on a timely basis all material terms, conditions, representations and warranties applicable to Parent set forth in the proceeds Financing Commitments that are within its control; (ii) maintain in effect the Financing Commitments, negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitments or on other terms acceptable to Parent not less favorable to Parent and Merger Sub and not in violation of this Section 6.09; (iii) consummate the Financing at the Closing; and (iv) enforce its material rights under the Financing Commitments. Parent will furnish correct and complete copies of all such definitive agreements (excluding any fee letters or ancillary documents which, by their terms, are confidential) to the Company promptly upon their execution. If any portion of the Debt Financing becomes unavailable on the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfiedabove, Parent shall use its reasonable best efforts to cause obtain alternative debt financing (the Lenders, Equity Investors “Alternative Financing”) from alternative sources (on terms and conditions that are no less favorable to Parent than the Rollover Investors to fund terms and conditions as set forth in the Financing required Commitment Letter) in an amount sufficient to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto)Agreement. Parent and Merger Sub shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give keep the Company prompt notice promptly apprised of material developments relating to the Financing, including any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties document relating to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Financing.

Financing. (a) Parent The Purchaser shall, and shall cause each of its Affiliates to, use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and conditions described in the Commitment LettersFinancing Commitment, including using its best efforts to (i) maintaining in effect comply with its obligations under the Commitment LettersFinancing Commitment, (ii) negotiating maintain in effect the Financing Commitment, (iii) negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the Commitment on terms and conditions contained therein (including, as necessary, no less favorable to the “flex” provisions Purchaser than those contained in the Fee LetterFinancing Commitment, (iv) orsatisfy on a timely basis all conditions applicable to the Purchaser contained in the Financing Commitment (or any definitive agreements related thereto), if availableincluding the payment of any commitment, engagement or placement fees required as a condition to the Financing, (v) enforce all of its rights under the Financing Commitment (or any definitive agreements related thereto) and (vi) consummate the Financing at or prior to the Closing Date (it being understood that it is not a condition to the Closing under this Agreement, nor to the consummation of the transactions contemplated hereby, for the Purchaser to obtain the Financing or any alternative financing). The Purchaser shall keep the Seller informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Financing (including providing the Seller with copies of all definitive agreements and other terms that would not documents related to the Financing). The Purchaser shall give the Seller prompt notice upon becoming aware of any breach by any party of either of the Financing Commitment or any termination of the Financing Commitment. The Purchaser shall not, without the prior written consent of the Seller, amend, modify, supplement or waive any of the conditions or contingencies to funding contained in the Financing Commitment (or any definitive agreements related thereto) or any other provision of, or remedies under, the Financing Commitment (or any definitive agreements related thereto), in each case to the extent such amendment, modification, supplement or waiver could reasonably be expected to have the effect of (A) adversely impact affecting the ability of Parent the Purchaser to timely consummate the transactions contemplated hereby and by this Agreement or (iiiB) satisfying amending, modifying, supplementing or waiving the conditions or contingencies to the Financing in a manner materially adverse to the Seller. In the event all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Financing Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent the Purchaser shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors Lender to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking taking enforcement action to enforce its rights under cause the persons providing the Financing Commitments to fund such Financing). In the event that any portion of the Financing becomes unavailable, the Purchaser shall notify the Seller and Definitive Agreements use its best efforts to arrange alternative financing from the same or other sources on terms and conditions not materially less favorable in the event aggregate to the Purchaser than those contained in the Financing Commitment as of a breach by the other parties thereto). Parent shall comply with its obligationsdate hereof, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub an amount sufficient to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger terms and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “conditions set forth herein.

Financing. (a) Parent shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and do, or cause to be done, all things necessary or advisable to obtain the proceeds of the Debt Financing on the terms and conditions described in herein and to consummate the Commitment Letters, including Debt Financing on the Closing Date. Such actions shall include the following: (i) maintaining in effect the Commitment Letters, ; (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms participation by senior management of Parent in, and conditions contained therein (including, as necessaryassistance with, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability preparation of Parent to consummate the transactions contemplated hereby rating agency presentations and meetings with rating agencies; (iii) causing the Equity Financing to be consummated upon satisfaction of the applicable Financing Conditions at the time the Closing is required to occur pursuant to Section 2.3; (iv) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and Merger Sub in the Debt Commitment Letter; (v) negotiating, executing and delivering Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms acceptable to Parent and its Subsidiaries to obtaining the Financing. In Financing Sources; and (vi) in the event that the conditions set forth in Section 7.2 (except for delivery of certificates and other deliverables pursuant to Section 7.2(a)(iii) and Section 7.2(e), all conditions contained in of which shall have been capable of being delivered on the Commitment Letters date the Closing should have occurred pursuant to Section 2.3) and the Financing Conditions (other than, with respect than those to the Debt Financing, the availability of the Equity Financingbe satisfied at funding) have been satisfied or, upon Closing and funding, respectively, would be satisfied, Parent shall use its reasonable best efforts and the Closing is required to occur pursuant to Section 2.3, cause the Lenders, Equity Investors and the Rollover Investors financing providers to fund the Financing required in an amount equal to consummate the transactions contemplated by Required Amount (less the amount of any cash on hand which is to be applied in accordance with this Agreement and to pay related fees and expenses on the Closing Date (including by seeking Agreement). Parent shall use reasonable best efforts to enforce its rights under the Commitment Letters and Debt Financing Commitments and Definitive Agreements Documents, in the event case of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent mannerFinancing Failure Event. Parent shall give the Company prompt notice of any material breach, repudiation, or threatened (in writing) breach by any party to of the Commitment Letters (including any Financing Failure Event) of which Parent has become aware or its Affiliates becomes aware; provided, however, that in no event will Parent or such Affiliate be under any termination obligation to disclose any information that is subject to attorney-client or similar privilege if Parent or such Affiliate cannot disclose such information in a way that would not waive such privilege. In the event that Parent or an Affiliate do not provide access or information in reliance on the preceding sentence, such Person shall provide notice to the Company that such access or information is being withheld and such Person shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not waive such privilege. Merger Sub and Parent shall keep the Company reasonably informed on a current basis of the status of their efforts to consummate the Debt Financing. Without limiting its other obligations under this Section 6.10(a), if a Financing Failure Event occurs Parent shall (i) use reasonable best efforts to, as promptly as practicable, obtain alternative debt financing in the Required Amount (less the amount of the Equity Financing and cash on hand permitted to be applied to the Required Amount under this Agreement) from the same or other sources and which do not include terms and conditions to the consummation of such alternative debt financing that are materially less favorable (taken as a whole) to Parent and Merger Sub than the terms and conditions set forth in the Debt Commitment Letter (including the “flex” provisions of the Fee Letter); provided, however, for the avoidance of doubt, Parent shall not be required to execute any alternative Debt Commitment Letter (and related documents) or arrange for such alternative debt financing (x) on terms and conditions (including the “flex” provisions of any related fee letter) which are materially less favorable (taken as a whole) unless otherwise determined by Merger Sub and Parent in their sole discretion, (y) having economic or conditionality terms less favorable than those set forth in the Debt Commitment Letter (after giving effect to the “flex” provisions) provided on the date of this Agreement or (z) pay any fees in excess of those contemplated by the Debt Commitment Letter, including the “flex” provisions of the Commitment Lettersrelated fee letters (whether to secure waiver of any conditions contained therein or otherwise) and (ii) promptly provide the Company with a true and complete copy of a new financing commitment. Parent shall not, without the prior written consent of the Company, : (Ai) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Debt Commitment Letters Letter if such amendment, modification, waiver, waiver or replacement remedy (w) would (i) add adds new conditions (or adversely modify modifies any existing) condition existing conditions in a manner adverse to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Parent, Merger Sub to timely consummate or the Company or the transactions contemplated by this Agreement hereby) to the consummation of all or (ii) make the timely funding any portion of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occurFinancing, (x) reduces the amount of the Debt Financing such that (together with the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account proceeds of the Equity Financing and any cash on hand permitted to be applied to the Rollover InvestmentRequired Amount under this Agreement) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay below the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amountRequired Amount, (y) adversely affects the ability of Merger Sub or Parent to enforce its their rights against other parties to the Debt Commitment Letters or the Definitive Agreements Letter as so amended, replaced, supplemented or otherwise modified, relative to the ability of Merger Sub and Parent to enforce its their rights against such other parties to the Debt Commitment Letters Letter as in effect on the date hereof or in the Definitive Agreements or (z) taking into account the expected timing of the Marketing Period, could otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby (provided, however, that, for the avoidance of doubt, Parent may amend the Debt Commitment Letter to add lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement, if the addition of such parties, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the availability of the Debt Financing or the consummation of the contemplated transactions); or (ii) terminate the Debt Commitment Letter unless it is replaced, prior to or concurrently with the termination, with a new commitment that, were it structured as an amendment to the existing Debt Commitment Letter, would satisfy the requirements of this Section 6.10(a) (including the limitations on assignment set forth in this Section 6.10(a). Parent shall promptly deliver to the Company copies of any such amendment, modification, waiver or replacement. Neither Parent nor any of its Affiliates shall amend, modify, supplement, restate, substitute or replace the Equity Commitment Letters, other than to increase the amount of the funding commitment thereunder. Parent shall not consent to any assignment of rights or obligations under the Commitment Letters without the prior written approval of the Company, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.10 shall require, and in no event shall reasonable best efforts of Parent or Merger Sub be deemed or construed to require, Parent or Merger Sub to seek equity financing from any source other than those counterparty to, in any amount in excess of, or on other terms and conditions different from, the Equity Commitment Letters. Upon the request of the Company, Parent shall use reasonable best efforts to confirm (y) 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 (z) that neither it nor its financing sources are aware of any event or condition that could reasonably be expected to prevent, impede or delay result in the consummation failure of a Financing Condition. Parent represents that the Merger and Asset Contribution (as defined in the other transactions contemplated by Debt Commitment Letter) has occurred prior to the date of this Agreement; , and Parent agrees that it shall not, directly or (B) terminate indirectly, take any Commitment Letter, unless action such Commitment Letter is replaced that the condition set forth in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification Section 3 of Exhibit D of the Debt Financing Commitments Commitment Letter as and to the extent relating to the Asset Contribution (as defined in accordance with this Section 5.11(a), the term “Debt Commitment Letter) shall not be satisfied.

Financing. (a) Each of Parent and Merger Sub shall use its reasonable best efforts to obtain, or cause arrange and to be obtained, consummate the proceeds Debt Financing as soon as reasonably practicable after the date of the Financing this Agreement on the terms and conditions described in the Commitment LettersLetter, including which shall include using reasonable best efforts to (i) maintaining in effect the Commitment Letters, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the thereto on terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, or on other terms not reasonably expected to be materially adverse to the Company (the “Financing Agreements”), (ii) satisfy on a timely basis all conditions in such definitive agreements that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby are within its control, and (iii) satisfying all conditions applicable to Parent enforce its rights under the Commitment Letter and its Subsidiaries to obtaining the FinancingFinancing Agreements. In the event that all any portion of the Debt Financing becomes unavailable on the terms and conditions contained contemplated in the Commitment Letters (other thanLetter and/or the Financing Agreements, with respect to the Debt Financing, the availability each of the Equity Financing) have been satisfied, Parent and Merger Sub shall use its reasonable best efforts to cause arrange to obtain promptly any such portion from alternative sources in an amount sufficient, when added to the Lendersportion of the Debt Financing that is available, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement Transactions (“Alternative Financing”) and to pay related fees obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for financing on terms not materially less favorable in the aggregate to each of Parent and expenses Merger Sub and in an amount that is sufficient, when added to the portion of the Debt Financing that is available, to consummate the Transactions (the “Alternative Financing Commitment Letter”). To the extent applicable, each of Parent and Merger Sub shall use its reasonable best efforts to arrange and to consummate the Alternate Financing as soon as reasonably practicable on the Closing Date terms and conditions described in the Alternative Financing Commitment Letter, which shall include using reasonable best efforts to (including by seeking to w) negotiate definitive agreements with respect thereto on terms and conditions contained therein (the “Alternative Financing Agreements”), (x) satisfy on a timely basis all conditions in such definitive agreements within its control and (y) enforce its rights under the Alternative Financing Commitments Commitment Letter and Definitive Agreements in the event Alternative Financing Agreements. Each of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent Merger Sub shall give the Company prompt notice promptly upon becoming aware of any material breach or threatened material breach by any party to of the Equity Funding Letter, the Commitment Letters Letter and/or the Financing Agreements and, if applicable, the Alternative Financing Commitment Letter and/or the Alternative Financing Agreements, and each of which Parent has become and Merger Sub shall give the Company notice promptly upon becoming aware of any termination or threatened termination of the Equity Funding Letter, the Commitment Letter and/or the Financing Agreements and, if applicable, the Alternative Financing Commitment Letter and/or the Alternative Financing Agreements. Parent and Merger Sub 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. Parent and Merger Sub shall be permitted to amend, modify, supplement, restate, substitute or replace the Commitment Letter or any termination of Alternative Financing Commitment Letter or the Equity Funding Letter or any Financing Agreement or any Alternative Financing Agreement provided that any such amendment, modification, supplement, restatement, substitution, alteration, or replacement that could reasonably be expected to materially impair, delay or prevent the consummation of the Commitment Letters. Parent Transactions shall not, without require the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition . Notwithstanding anything to the Financing Commitments or otherwise adversely affect the ability or likelihood of contrary herein, neither Parent or nor Merger Sub shall have any obligation to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties prior to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Target Closing Date.

Financing. (a) Parent ShoulderUp and Holdings shall use reasonable best efforts to consummate a PIPE Financing on the terms and satisfy all conditions to the PIPE Financing that are within its control. The Company shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause its Representatives to, cooperate with ShoulderUp, Holdings and their Representatives in connection with the Lendersmatters specified in this Section 7.16, Equity Investors including, without limitation, to satisfy all conditions to the PIPE Financing that are within its control. If reasonably requested by the Company, ShoulderUp and Holdings shall, to the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its extent it has such rights under the Financing Commitments and Definitive Agreements in the event of a applicable PIPE agreements, waive any breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach representation, warranty, covenant or agreement of the applicable PIPE agreements by any party PIPE investor to the Commitment Letters of which Parent has become aware or any termination of any of extent necessary to cause the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining closing of the PIPE Financing less likely to occurset forth in the applicable PIPE agreements and solely for the purpose of consummating the Closing, provided that (i) any such waiver may be subject to, and conditioned upon, the Closing occurring and the substantially concurrent funding of such PIPE Financing, (xii) reduces subject to, and condition upon, the amount Closing occurring substantially concurrent funding of the Debt PIPE Financing, the Company also waives any such breach to the extent the Company is a third party beneficiary of the provision that was so breached, (iii) any such waiver shall be subject to the rights of the placement agent, as applicable, under such applicable PIPE agreement with respect to such waiver. Any PIPE Financing shall be subject to approval by the Company (which approval shall not be unreasonably withheld) within 10 days of receipt of PIPE Financing terms; provided that, without limiting the forgoing, the Company shall not be required to approve PIPE Financing on terms that it reasonably believes are not market terms and, even if the PIPE Financing is deemed to be on market terms, the Company may still withhold approval if it reasonably believes such PIPE Financing would likely materially adversely effect the future business, financial condition, or results of operation of the Company. If the Company or its Representatives introduce ShoulderUp to any investor that participates in a PIPE Financing, then no investment banking or other fees shall be payable with respect to such portion of the PIPE Financing and ShoulderUp shall ensure that the aggregate funds that would be available to Parent and Merger Sub at the Closing engagement letter with Xxxxx & Company (taking into account the Equity Financing and the Rollover Investmentor any successor banker) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by includes this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “covenant.

Financing. (a) Parent shall Buyer will use its reasonable best efforts to obtaintake or to cause to be taken, all actions, and to do or cause to be obtaineddone, all things necessary, proper or advisable to close the proceeds of the Buyer Financing on the terms and conditions described in the Commitment LettersBuyer Financing Commitments by the date upon which the Closing Date is contemplated to occur in accordance with Section 4.1 (provided and to the extent that Buyer has not otherwise obtained funds sufficient to pay the Purchase Price through other sources of funds and provided that Buyer may replace or amend the Buyer Financing Commitments after consultation with Parent and Seller but only if the terms of such replacement or amended Buyer Financing Commitments, including (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (includingconditionality, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the Buyer’s ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on or the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification toAsset Purchase Agreement, or any waiver otherwise prevent, impact or delay the consummation of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of Asset Purchase Agreement), including paying the Debt commitment fees arising under the Buyer Financing or satisfaction of Commitments as and when such fees become due and payable during the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect period beginning on the date hereof or and ending on the Closing Date, and using reasonable best efforts to (i) 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 obtain the Buyer Financing. In the event any portion of the Buyer Financing becomes unavailable on the terms and conditions contemplated in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Buyer Financing Commitments and Buyer has not otherwise obtained other sources of funds, Buyer will use reasonable best efforts to obtain alternative financing from alternative sources by the date upon which the Closing Date is contemplated to occur in accordance with this Section 5.11(a), 4.1. Buyer will give prompt notice to Seller and Parent of any material breach of the term “Buyer Financing Commitments of which Buyer becomes aware or any termination of the Buyer Financing Commitments or any Buyer Financing. Buyer will keep Seller and Parent informed on a regularly current basis in reasonable detail of the status of the Buyer Financing.

Financing. (a) If Parent and Merger Company determine to seek financing (through loans from financial institutions and/or the issuance or sale of debt securities, or otherwise) in connection with the Merger and the other Transactions (the “Debt Financing”), each of Parent and Merger Company shall use its their respective commercially reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of the Financing on the terms all actions and conditions described in the Commitment Lettersdo, or cause to be done, all things necessary to arrange such Debt Financing, including using commercially reasonable efforts to (i) maintaining in effect negotiate and enter into definitive agreements (each, a “Debt Financing Agreement”) with respect to such Debt Financing on terms that will not prevent or materially impair the Commitment Lettersability of Parent or Merger Company to satisfy their respective obligations under this Agreement or consummate the Merger or other Transactions, (ii) negotiating definitive agreements with respect to if executed, maintain in effect the Debt Financing (the “Definitive Agreements”) consistent Agreements in all material respects accordance with the terms thereof and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, satisfy on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying a timely basis all conditions applicable to Parent and Merger Company (and any Affiliate thereof other than the Company and its Subsidiaries to obtaining Subsidiaries) in the Financing. In the event that Debt Financing Agreements and otherwise comply with its obligations thereunder, (iii) assuming all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) Financing Agreements have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors financing sources and the Rollover Investors other persons providing Debt Financing to fund on the Closing Date the Debt Financing in the amount required to consummate the transactions contemplated by this Agreement Transactions and to pay related fees (iv) enforce the parties’ funding obligations (and expenses on the Closing Date (including by seeking to enforce its rights of Parent and Merger Company) under the Financing Commitments and Definitive Agreements in Documents to the event of a breach by extent necessary to fund the other parties thereto)Merger Consideration. Parent and Merger Company shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give keep the Company prompt notice informed on a reasonably current basis in reasonable detail of any material breach by any party the status of its decision with respect to and, if applicable, efforts to arrange the Debt Financing and shall deliver to the Commitment Letters Company as promptly as practicable (and no later than two (2) Business Days) after such execution, true and complete copies of which Parent has become aware all Debt Financing Agreements, except for customary engagement letters or any termination of any of such contracts or other arrangements that do not impact the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding conditionality of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Financing.

Financing. (a) Parent and Acquisition Sub shall use its their commercially reasonable best efforts to obtain, or cause to be obtained, obtain the proceeds of the Financing on the terms and conditions described in the Commitment LettersLetter, Parent Consent Letter and Parent Commitment Letter and to obtain the funds contemplated by the Equity Commitment (and to contribute such funds to the Company), including using commercially reasonable efforts to (iA) maintaining in effect the Commitment Letters, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters Letter and (other than, with respect to B) satisfy on a timely basis all conditions in such definitive agreements the Debt Financing, satisfaction of which is within the availability control of the Equity Financing) have been satisfied, Parent or Acquisition Sub. Parent and Acquisition Sub shall use its their commercially reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its their respective obligations, and enforce its their respective rights, under the Commitment Letters in a timely Letter, the Parent Consent Letter and diligent mannerParent Commitment Letter and shall cause RHJI to comply with its obligations under the Equity Commitment. Parent shall give keep the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any informed on a reasonably current basis in reasonable detail of the Commitment Letters. Parent shall not, without status of its efforts to obtain the prior written consent proceeds of the Company, (A) Financing and shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, or replaceany of the Commitment Letter, the Parent Consent Letter, Parent Commitment Letters Letter or the Equity Commitment if such amendment, modification, waiverwaiver or remedy amends the conditions to the drawdown of the Financing in a manner adverse to the interests of the Company and its shareholders, in each case, in any material respect or replacement (w) would (i) add new (adversely affect in any material respect the ability of Parent or adversely modify any existing) condition the Company to effect the Financing or obtain the proceeds of the Equity Commitment. The Company shall also use commercially reasonable efforts to assist and cooperate with Parent and Acquisition Sub in connection with their efforts to obtain the proceeds of the Financing, including providing reasonably required information relating to the Company and the Company Subsidiaries to the financial institution or institutions providing the Financing and executing and delivering, and causing the Company Subsidiaries to execute and deliver, definitive agreements with respect to the Financing Commitments and customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise) or otherwise adversely affect other documents and instruments relating to guarantees, the ability pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by Parent in connection with the Financing; provided, however, that no obligation of the Company or likelihood any Company Subsidiary under any such certificate, document or instrument shall be effective until the Effective Time and none of Parent the Company or Merger Sub any Company Subsidiary shall be required to timely pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time. In the event that the Financing is not available to consummate the transactions Refinancing and pay related fees and expenses of the Transactions contemplated by this Agreement or (ii) make and the timely funding of other Transaction Agreements, then Parent shall promptly notify the Debt Financing or satisfaction of the conditions Company and Parent and Acquisition Sub shall use their commercially reasonable efforts to obtaining the Financing obtain alternative financing on terms that are no less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available favorable to Parent and Merger Acquisition Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or than those set forth in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Parent Consent Letter or Parent Commitment Letter, as applicable, and in the same amounts as contemplated by the Commitment Letter is replaced in (including for working capital purposes following the Closing) or Parent Commitment Letter, as applicable (the "Alternative Financing"); provided that no such Alternative Financing shall require a manner consistent with greater cash equity commitment than that contemplated by the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Equity Commitment.

Financing. Buyer will use commercially reasonable efforts (ataking into account the size and nature of the Contemplated Transactions) Parent to enter into definitive agreements providing for the financing of the Contemplated Transactions and related expenses, including substitution of the letters of credit referred to in Section 2.5(b)(vi), containing terms substantially similar to those set forth in the commitment letters referred to in Section 4.6 or such other terms as are reasonably satisfactory to Buyer, and to obtain on the Closing Date the financing contemplated by such definitive financing agreements; provided, however, that Buyer shall use its reasonable best efforts not be in breach of this Section 6.4 if and to obtainthe extent that such breach is a result of the Acquired Company's failure to comply with the provisions of Section 5.7. Indemnification, Exculpation and Insurance From the Closing Date until the third anniversary of the Closing Date, Buyer shall, or shall cause the Acquired Company to, indemnify, defend and hold harmless, to be obtainedthe fullest extent permitted under any applicable Legal Requirement and to the same extent such Persons are indemnified as of the date hereof by the Acquired Company, the proceeds individuals who on or prior to the Closing Date were directors, officers or employees of the Financing on Company or any of the terms and conditions described in Purchased Subsidiaries (collectively, the Commitment Letters, including (i"Indemnitees") maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to all acts or omissions by them in their capacities as such or taken at the Debt Financing (request of the “Definitive Agreements”) consistent in all material respects with Acquired Company at any time prior to the terms and conditions contained therein (includingClosing Date; provided, as necessary, that no indemnification shall be made to any Indemnitee to the “flex” provisions contained in the Fee Letter) or, if available, on other terms extent it is determined by a court of competent jurisdiction that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other thansuch Indemnitee did not, with respect to the Debt Financingmatter subject to indemnification hereunder, act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the availability best interests of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts Acquired Company. Buyer agrees that all rights of the Indemnitees to cause the Lenders, Equity Investors indemnification and the Rollover Investors exculpation from liabilities for acts or omissions occurring at or prior to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including as provided in the respective Organizational Documents of the Acquired Company as now in effect of the Acquired Company shall survive the Closing Date until the third anniversary of the Closing Date and shall continue in full force and effect during such time in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees in the aggregate, unless such modification is required by seeking any Legal Requirement. Prior to enforce the Closing, Selling Shareholder shall, at its rights sole cost and expense, purchase an extended reporting period endorsement under the Financing Commitments Company's existing directors' and Definitive Agreements officers' liability insurance coverage for the Acquired Company's directors and officers in a form acceptable to the event Company which shall provide such directors and officers with coverage for three years following the Closing of a breach not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors' and officers' liability insurance coverage presently maintained by the other parties thereto)Company. Parent shall comply with its obligationsThe provisions of this Section 6.5: (i) are intended to be for the benefit of, and enforce its rightsshall be enforceable by, each Indemnitee, his or her heirs and his or her representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. The obligations of Buyer under the Commitment Letters this Section 6.5 shall not be terminated or modified in such a timely and diligent manner. Parent shall give the Company prompt notice of manner as to adversely affect any material breach by any party Indemnitee to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, whom this Section 6.5 applies without the prior written consent of the Company, affected Indemnitee (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such it being expressly agreed that the aggregate funds that would be available Indemnitees to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with whom this Section 5.11(a6.5 applies shall be third party beneficiaries of this Section 6.5), the term “.

Financing. (a) Parent shall use its reasonable best efforts to obtaintake and shall cause its Subsidiaries and Representatives to use their reasonable best efforts to take, or cause to be obtainedtaken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds Financing, including to (i) satisfy on a timely basis (taking into account the anticipated timing of the Financing on the Marketing Period) all terms and conditions described applicable to Parent and the Borrower set forth in the Equity Commitment LettersLetter and the Debt Commitment Letters (including definitive agreements related thereto and, to the extent required by the Debt Commitment Letter, any “flex” terms contained in the Fee Letter), respectively, that are to be satisfied by it to consummate the Financing at or prior to the Closing, including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing, (iii) maintaining maintain in full force and effect the Commitment Letters, (ii) negotiating negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other thanwhich, with respect to the bridge facility documentation, shall not be required until reasonably necessary in connection with the funding of the Debt Financing) with respect thereto on the terms and conditions contemplated by the Debt Commitment Letters (other than modifications to terms as are acceptable to Parent and which do not contain any Prohibited Modifications), (iii) comply with its obligations under the availability Commitment Letters, (iv) [reserved] and (v) consummate the Financing at or prior to the Closing; provided, however, that if funds in the amounts and on the conditions set forth in the Debt Commitment Letter, in whole or in part, become unavailable to Parent or the Borrower regardless of the Equity Financing) have been satisfiedreason therefor, Parent shall (A) promptly as reasonably practicable (and, in any event, within three (3) Business Days thereof) notify the Company in writing of such unavailability and the reason therefor and (B) use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligationsefforts, and enforce cause each of its rightsSubsidiaries and Representatives to use their reasonable best efforts, under to arrange and obtain, as promptly as practicable following the Commitment Letters occurrence of such event, alternative debt financing (the “Alternative Financing”) in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, amounts (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces after taking into consideration the amount of the Financing that is available) equal to or greater than the Required Amount and which does not include any Prohibited Modifications; provided, that if Parent or any of its Subsidiaries proceeds with Alternative Financing, it shall be subject to the same obligations with respect to the Alternative Financing as set forth in this Section ‎6.5 with respect to the Debt Financing such and all references in this Agreement to the Debt Financing (other than with respect to representations in this Agreement made by Parent that speak as of the aggregate funds that would date hereof) shall be available deemed to Parent and Merger Sub at also refer to the Closing (taking into account the Equity Alternative Financing and provide the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses Company with drafts of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters or the Definitive Agreements as so amendedpromptly upon such request. Upon receipt of commitments with respect to any Alternative Financing by Parent or any of its Subsidiaries, replaced, supplemented or otherwise modified, relative Parent shall promptly provide to the ability Company copies of Parent to enforce its rights against such other parties to the Commitment Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger commitment letter and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “related fee letter.

Financing. (a) Parent Buyer shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the proceeds of the Financing (including, to the extent required, the full exercise of any flex provisions) at or prior to the Closing, including using its reasonable best efforts to: (i) maintain in effect the Commitment Letter in accordance with the terms and subject to the conditions thereof, (ii) comply with its obligations under the Commitment Letter, (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions described contained in the Commitment Letters, including Letter or on such other terms and conditions no less favorable in the aggregate to Buyer (ias determined by Buyer in its reasonable discretion) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with than the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Commitment Letter) or, if available, on which in no event shall include such other terms or conditions that would not adversely impact or delay in any material respect the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required Buyer to consummate the transactions contemplated by this Agreement and or the Financing, (iv) satisfy, or cause its Representatives to pay related fees and expenses satisfy, on a timely basis, all conditions applicable to Buyer or its Representatives in the Closing Date Commitment Letter (including by seeking or definitive agreements entered into with respect to enforce its rights under the Commitment Letter), it being understood that Buyer may seek to obtain financing in a private placement of securities pursuant to available exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or in a public offering of securities pursuant to the Securities Act in lieu of all or a portion of the Financing Commitments (and Definitive Agreements references to the Financing in this Section 5.15(a) shall be deemed to include such private placement or public offering, as applicable); provided, however, that (1) Buyer shall not release or Broadcom and Cypress Semiconductor Confidential waive the Commitment Letter or the obligations of the arrangers and lenders thereunder and (2) Buyer shall proceed with, and consummate, the financing contemplated in the Commitment Letter in the event of a breach by that such alternative private placement financing or public offering financing is not available or would delay or hinder the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters Closing in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party respect, (v) prepare the information memoranda, preliminary and final offering memoranda or prospectuses, registration statements and other materials to be used in connection with obtaining the Financing prior to the Commitment Letters of anticipated date on which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction all of the conditions in Section 8.2 have been satisfied, to obtaining the extent reasonably practicable, and (vi) in the event that all conditions in the Commitment Letter have been satisfied, cause the lenders and any other Persons providing financing to fund the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Closing.

Financing. (a) Parent The Company shall use its commercially reasonable best efforts to obtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described cooperate with Parent in the Commitment Letters, including (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent its efforts to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained financing in the Commitment Letters (other than, connection with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement Agreement. Such commercially reasonable efforts shall include, to the extent reasonably requested by Parent and at Parent’s expense, (a) providing direct contact between prospective lenders and the officers and directors of the Company and its Subsidiaries, (b) providing information to pay related fees Parent for its preparation of any confidential information memoranda, preliminary offering memoranda, financial information and expenses on other materials to be used in connection with obtaining such financing, (c) cooperation with the Closing Date marketing efforts of Parent and its financing sources for such financing, including reasonable participation in management presentation sessions, “road shows” and sessions with rating agencies, (d) providing assistance in obtaining any consents of third parties necessary in connection with such financing, (e) providing assistance in extinguishing existing indebtedness of the Company and its Subsidiaries and releasing Liens securing such indebtedness, in each case to take effect at, or proximate to, the Effective Time, (f) cooperation with respect to matters relating to pledges of collateral to take effect at, or proximate to, the Effective Time in connection with such financing, (g) assisting Parent in obtaining legal opinions to be delivered in connection with such financing, (h) assisting Parent in securing the cooperation of the independent accountants of the Company and its Subsidiaries, including by seeking with respect to enforce its rights under the Financing Commitments and Definitive Agreements in the event delivery of a breach by the other parties thereto). Parent shall comply with its obligationsaccountants’ comfort letters, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new providing the financial information necessary for the satisfaction of the obligations and conditions set forth in the commitment letter relating to such financing within the time periods required thereby. Notwithstanding anything to the contrary contained in, or implied by, this Section 6.13, neither the receipt of financing by the Parent or the PH Sub (or adversely modify any existingaffiliate thereof), nor the approval by the Parent or PH Sub (nor any Affiliate thereof) of, or satisfaction with, the terms of any such financing shall be a condition to the Financing Commitments or otherwise adversely affect obligation of the ability or likelihood of Parent or Merger and the PH Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s perform their obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by under this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “.

Financing. (a) Each of Parent and Merger Sub shall, and shall cause each of the Parent Representatives to, use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions, and use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to arrange, and close concurrently with the proceeds of the Financing Closing, debt financing on the terms and conditions described in the Debt Commitment LettersLetters and/or any Alternative Financing (including obtaining rating agency approvals, including (i) maintaining in effect the Commitments, satisfying on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the financing contemplated by the Commitments (including by consummating the financing contemplated by the Equity Commitment LettersLetter at or prior to the Closing), (ii) negotiating and entering into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the Commitment Letters on terms and conditions contained therein (includingor with respect to any Alternative Financing, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) 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 Subsidiaries efforts to arrange the terms of, and satisfy the conditions contemplated by, the financing contemplated by the Commitments in accordance with this Section 6.13 and shall not, and shall not permit Merger Sub to, agree or permit any cancellation, amendment, supplement or other modification to be made to, or any waiver of any provision or remedy under, the Commitments without obtaining the Financingprior written consent of the Company Board (other than any amendment, supplement or other modification to the Debt Commitment Letters (x) adding additional lenders thereto or (y) resulting in terms that are no less beneficial to Parent or Merger Sub (including with respect to conditionality) and that would not reasonably be expected to prevent, delay or impede the consummation of the financing contemplated by the Commitments or the transactions contemplated by this Agreement; provided that no such amendment, supplement or waiver reduces the amount of the financing available thereunder). Parent shall give the Company Board prompt notice (and in any event within three Business Days) of any material breach by any party to the Commitments, any termination of any of the Commitments 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 Commitments, to the extent it becomes aware of such breach, termination, circumstance, event or condition. In the event that all or any portion of the debt financing contemplated by the Debt Commitment Letters becomes unavailable on the terms and conditions contained set forth in the Debt Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfiedLetters, Parent shall use its reasonable best efforts to cause arrange, as promptly as reasonably practicable following the Lendersoccurrence of such event but no later than the last day of the Marketing Period, Equity Investors and the Rollover Investors to fund the Financing required alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement and on terms that are no less beneficial to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub (including with respect to timely consummate conditionality) and on terms that would not reasonably be expected to prevent, delay or impede the consummation of any remaining financing contemplated by the Commitments or the transactions contemplated by this Agreement or (ii) make the timely funding “Alternative Financing”). In the event that on the last day of the Debt Financing Marketing Period (a) all or satisfaction any portion of the conditions to obtaining high yield debt financing described in the Financing less likely to occurDebt Commitment Letters has not been consummated, (xb) reduces the amount all of the Debt Financing such closing conditions contained in Article 7 shall have been satisfied or waived (other than those conditions that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would by their nature will not be sufficient to satisfy Parent’s satisfied until the Closing) and Merger Sub’s obligations to pay (c) the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or bridge financing described in the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Debt Commitment Letters (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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Alternative Financing Commitments obtained in accordance with this Section 5.11(a6.13) is available on the terms and conditions described in the Debt Commitment Letters (or such Alternative Financing), then Parent shall borrow under and use, or shall cause Merger Sub to borrow under and use, the term proceeds of such bridge financing (or such Alternative Financing), in lieu of the high yield financing described in the Debt Commitment Letters no later than the last day of the Marketing Period. For the avoidance of doubt, if the financing provided for by the Commitments 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 and the provisions of Section 8.5, regardless of whether Parent and Merger Sub have complied with all of their other obligations under this Agreement (including their obligations under this Section 6.13). For purposes of this Agreement, “Marketing Period” shall mean the first period of 20 consecutive days ending on a Business Day following the Stockholder Approval throughout which (i) Parent has received the Required Financial Information, provided that if the financial statements contained in the Required Financial Information available to Parent on the first day of any such 20-day period are as of a date that is equal to the number of days specified in paragraph (g) of Rule 3-12 of Regulation S-X with respect to the Company, or more, prior to any date during such 20-day period, then the Marketing Period shall not commence until Parent has received Required Financial Information containing financial statements that are as of a date that is less than the number of days specified in paragraph (g) of Rule 3-12 of Regulation S-X with respect to the Company on each date during such 20-day period, and (ii) the conditions set forth in Sections 7.1 shall be satisfied and nothing has occurred and no condition exists such that the closing conditions set forth in Section 7.2 (other than the receipt of the certificates or affidavit referred to in Section 7.2.3 and Section 7.2.4) would fail to be satisfied as of any day (assuming such day were the Closing Date) during such period. In no event shall the Marketing Period commence prior to September 4, 2007.

Financing. (a) Parent shall use its reasonable best efforts to obtain, obtain funds sufficient to fund the Aggregate Estimated Cash Consideration and the other Required Amounts on or cause prior to the date upon which the Merger is required to be obtainedconsummated pursuant to the terms hereof. In furtherance and not in limitation of the foregoing, Parent shall use reasonable best efforts to obtain the proceeds of the Financing on the terms and conditions not less favorable in any material respect than those described in the Commitment LettersLetter (including, as necessary, the market flex provisions contained in any related fee letter) or, subject to the Prohibited Financing Modifications, on other terms reasonably acceptable to Parent, as promptly as practicable but in any event on or prior to the date upon which the Merger is required to be consummated pursuant to the terms hereof to the extent the proceeds thereof are required to pay the Aggregate Estimated Cash Consideration and the other Required Amounts, including by (i) maintaining in effect the Commitment LettersLetter, (ii) negotiating and entering into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent on terms not less favorable in all any material respects with respect than the terms and conditions contained therein in the Commitment Letter (including, as necessary, the “flex” market flex provisions contained in the Fee Letterany related fee letter) or, if availablesubject to the Prohibited Financing Modifications, on other terms that would not adversely impact the ability of Parent reasonably acceptable to consummate the transactions contemplated hereby Parent, and (iii) satisfying on a timely basis all conditions in the Commitment Letter and the Definitive Agreements that are applicable to Parent and complying with its Subsidiaries to obtaining obligations thereunder. Parent shall enforce its rights under the FinancingCommitment Letter and the Definitive Agreements in a timely and diligent manner. In Without limiting the generality of the foregoing, in the event that all conditions contained in the Commitment Letters Letter or the Definitive Agreements (other than, with respect to than the Debt Financing, the availability consummation of the Equity FinancingMerger) have been satisfied, Parent shall use its reasonable best efforts to cause the LendersDebt Financing Sources to comply with their respective obligations thereunder, Equity Investors and the Rollover Investors including to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking promptly commencing a litigation proceeding against any breaching Debt Financing Source or other financial institution to enforce compel such Debt Financing Source or breaching institution or institutions to provide its rights under portion of the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall or otherwise comply with its obligations, and enforce its rights, obligations under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware Letter or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “.

Financing. (a) Parent Ainge shall, and shall cause its Affiliates to (subject to Ainge’s right to obtain Permitted Alternative Financing), use its reasonable best efforts to obtain, take (or cause to be obtainedtaken) all actions necessary, proper or advisable to arrange and consummate the Direct Sales Financing (together with the Newco Financing and any Permitted Alternative Financing, the proceeds “Financings”) as promptly as reasonably practicable after the date of the Financing this Agreement on the terms and conditions described which are within its control in the Direct Sales Commitment LettersLetter. Ainge shall, including and shall cause its Affiliates to, (subject to Ainge’s right to obtain Permitted Alternative Financing in accordance with the conditions herein) (i) maintaining use reasonable best efforts to comply with and maintain in effect the Direct Sales Commitment Letters, (ii) negotiating Letter and negotiate and execute definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with thereto, on the terms and conditions contained therein therein, which terms and conditions shall not expand upon the conditions to Closing or other contingencies to the funding (including, including any “Marketing Period”) on the closing date of the Financings as necessary, set forth in the Direct Sales Commitment Letter or reduce the committed amount (the “flex” provisions contained Direct Sales Financing Agreements”) and shall deliver to Fox a copy thereof as promptly as reasonably practicable; (ii) satisfy on a timely basis all conditions in the Fee Letter) or, if available, on other terms Direct Sales Commitment Letter and the Direct Sales Financing Agreements that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and are within its control; (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligationsDirect Sales Financing Lenders, and fully enforce its rights, rights to funding under the Direct Sales Commitment Letters Letter and the Direct Sales Financing Agreements; and (iv) use reasonable best efforts to draw upon and consummate the Direct Sales Financings prior to or substantially contemporaneously with the Merger. In the event any funds in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to amounts set forth in the Direct Sales Commitment Letters of which Parent has become aware Letter or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification toDirect Sales Financing Agreements, or any waiver of any material provision portion thereof, become unavailable on the terms and conditions contemplated in the Direct Sales Commitment Letter or remedy underthe Direct Sales Financing Agreements, or replace, it becomes reasonably likely that such funds may become unavailable on the Commitment Letters if such amendment, modification, waiver, or replacement terms and conditions set forth therein (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood in each case other than on account of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces any Permitted Alternative Financing having been obtained or (y) the commitments under the Direct Sales Commitment Letter being replaced (without reduction) with commitments set forth in the Direct Sales Financing Agreements), Ainge shall, and shall cause its Affiliates, to use reasonable best efforts to arrange to obtain as promptly as reasonably practicable any such portion from alternative sources, including, subject to Section 5.15(c) on terms that shall not expand the conditions or other contingencies to the funding (including any “Marketing Period”), from those set forth in the Direct Sales Commitment Letter or reduce the committed amount, in an amount sufficient, when added to the portion of the Direct Sales Financing that is available, to finance the amount set forth in the Direct Sales Commitment Letter (the “Alternative Direct Sales Financing”) and to obtain, and, when obtained, to provide promptly to Fox a copy (with any fee letter redacted in a customary manner to the extent required by the applicable financing sources) of, a new financing commitment that provides for financing in an amount that is sufficient, when added to the portion of the Debt Direct Sales Financing such that is available, to finance the amount set forth in the Direct Sales Commitment Letter (the “Alternative Direct Sales Commitment Letter”); provided, however, that in no event shall Ainge be required to pay any fees or any interest rates applicable to the Direct Sales Financing materially in excess of those contemplated by the Direct Sales Commitment Letter or otherwise agree to other terms and conditions (including market flex) that are materially less favorable in the aggregate funds that would to Ainge than those in the Direct Sales Commitment Letter as in effect as of the date hereof. To the extent an Table of Contents Alternative Direct Sales Commitment Letter is obtained, the provisions in this Section 5.15(a) shall apply to such Alternative Direct Sales Commitment Letter. For the avoidance of doubt, if the Direct Sales Financing or the Alternative Direct Sales Financing, as applicable, is available and all conditions to Closing set forth in Sections 6 and 7 have been satisfied or waived or will be available to Parent and Merger Sub satisfied or waived at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient Marketing Period shall have ended, Ainge shall, subject to satisfy ParentAinge’s and Merger Sub’s obligations right to pay obtain Permitted Alternative Financing, use reasonable best efforts to take all actions necessary to incur the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub indebtedness provided under the Direct Sales Financing or the Surviving Corporation unless Alternative Direct Sales Financing, as applicable. Notwithstanding the Equity foregoing, nothing in the Direct Sales Financing and/or or the Rollover Investment is increased by a corresponding amountAlternative Direct Sales Financing shall prevent, (y) adversely affects restrict or limit the ability of Parent any party hereto to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of consummate the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Exchange.

Financing. (a) Parent shall use its reasonable best efforts to obtain, or cause to be obtained, arrange the proceeds of the Debt Financing on the terms and conditions described in the Commitment LettersLetter, including using its reasonable best efforts to (i) maintaining in effect the Commitment Letters, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the thereto on terms and conditions contained therein (includingincluding agreeing to any requested changes to the commitments thereunder in accordance with the related flex provisions), as necessary, the “flex” provisions contained in the Fee Letter(ii) or, if available, satisfy on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying a timely basis all conditions applicable to Parent in such definitive agreements that are within its control and its Subsidiaries (iii) consummate the Debt Financing at the Closing. Parent shall obtain the Equity Financing upon satisfaction or waiver of the conditions to obtaining Closing set forth in Section 6.1 and Section 6.2 (other than those conditions that by their nature are to be satisfied at the FinancingClosing, but subject to the satisfaction or waiver of those conditions). In the event that all any portion of the Debt Financing becomes unavailable on the terms and conditions contained contemplated in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfiedLetter, Parent shall promptly (and in any event within one Business Day) notify the Company of such unavailability and the reasons therefore and shall use its reasonable best efforts to cause arrange to obtain any such portion from alternative sources on terms that are not materially less beneficial to Parent as promptly as practicable following the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event occurrence of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent mannersuch event. Parent shall give the Company prompt notice of any material breach by any party to of the Commitment Letters of which Parent has become aware Letter or any termination of any of the Commitment LettersLetter. Parent shall not, without keep the prior written consent Company informed on a reasonably current basis in reasonable detail of the Company, (A) 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 material provision or remedy under, the Commitment Letter without obtaining the Company’s prior written consent. Parent shall provide notice to the Company promptly upon receiving the Debt Financing and shall furnish correct and complete copies of the definitive agreements with respect thereto to the Company promptly upon their execution. Parent shall not permit any amendment or replacemodification to be made to, or any waiver of any provision or remedy under, the Commitment Letters Equity Funding Letter without obtaining the Company’s prior written consent. For the avoidance of doubt, if such amendment, modification, waiver, or replacement (w) would (i) add new the Debt Financing (or adversely modify any existingalternative financing) condition has not been obtained, Parent shall continue to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub be obligated to timely consummate the transactions Merger on the terms contemplated by this Agreement and subject only to the satisfaction or (ii) make the timely funding of the Debt Financing or satisfaction waiver of the conditions to obtaining the Financing less likely Closing set forth in Section 6.1 and Section 6.2 and to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s rights under Section 7.2 and Merger Sub’s Section 7.3, regardless of whether Parent has complied with all of its other obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, under this Agreement (y) adversely affects the ability of Parent to enforce including its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with obligations under this Section 5.11(a5.17(a), the term “).

Financing. (a) Parent shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of obtain the Financing on the terms and conditions described in the Commitment LettersFinancing Commitments or terms more favorable to Parent, including using its reasonable best efforts (i) maintaining in effect the Commitment Letters, (ii) negotiating to negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with thereto on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee LetterFinancing Commitments, (ii) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying satisfy all conditions applicable to Parent and in such definitive agreements, including receipt of a solvency opinion, (iii) to comply with its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund obligations under the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date Commitments, (including by seeking iv) to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligationsCommitments, and enforce its rights, under (v) to consummate the Commitment Letters in a timely and diligent mannerFinancing at or prior to the Closing. Parent shall give the Company prompt notice upon becoming aware of any material breach by any party to of the Commitment Letters of which Parent has become aware Financing Commitments or any termination of any of the Commitment LettersFinancing Commitments. Parent shall not, without keep the prior written consent Company informed on a reasonably current basis and in reasonable detail of the Companystatus of its efforts to arrange the Financing and provide to the Company copies of all material 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 to amend, modify or replace the Financing Commitments with new Financing Commitments, including through co-investment by or financing from one or more other additional parties (A) the “New Financing Commitments”), provided 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, (i) the Equity Commitment Letter unless Parent obtains the Company’s consent, or replace, (ii) the Debt Commitment Letters if such replacement (including through co-investment by or financing from one or more other additional parties), amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to waiver reduces the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding aggregate amount of the Debt Financing or satisfaction of adversely amends or expands the conditions to obtaining the Financing less likely to occur, (x) reduces the amount drawdown of the Debt Financing such that the aggregate funds in any respect that would make such conditions materially less likely to be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of satisfied or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could that can reasonably be expected to prevent, impede or materially delay the consummation Closing. 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 promptly as practicable any such portion from alternative sources on terms and conditions no less favorable to Parent or Merger Sub. The Company shall provide, and shall cause its Subsidiaries, and shall cause each of its and their respective 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; or 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, (ii) participating in meetings, drafting sessions and due diligence sessions in connection with the Financing, (iii) assisting in the preparation of (A) any offering documents for any of the Debt Financing, and (B) terminate any Commitment Lettermaterials for rating agency presentations, unless such Commitment Letter is replaced including execution and delivery of customary representation letters reasonably satisfactory in a manner consistent form and substance to the Company in connection with bank information memoranda, (iv) reasonably cooperating with the foregoing clause (A). Upon marketing efforts for any such amendment, supplement or modification of the Debt Financing Commitments (including consenting to the use of the Company’s and its Subsidiaries’ logos), (v) executing and delivering (or obtaining from its advisors), and causing its Subsidiaries to -48- TABLE OF CONTENTS (continued) Page execute and deliver (or obtain from its advisors), customary certificates (including a certificate of the principal financial officer of the Company or any Subsidiary with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Debt Financing), 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, (vi) entering into one or more credit or other agreements on terms satisfactory to Parent and that are reasonably requested by Parent in connection with the Debt Financing immediately prior to the Effective Time, (vii) as promptly as practicable, furnishing Parent and its Financing sources with all financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent of a type generally used in connection with a syndicated bank financing as well as an offering pursuant to Rule 144A of the Securities Act of 1933 as applicable to Parent, (viii) using its reasonable best efforts to provide monthly financial statements (excluding footnotes) within 30 days of the end of each month prior to the Closing Date, in the form customarily prepared by management prior to the date hereof, (ix) taking all actions necessary in connection with the pay off of existing indebtedness and the release of related Liens (including, without limitation, the prepayment of the Company’s existing Notes on or prior to the Closing Date), and (x) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing and the direct borrowing or incurrence of all of the proceeds of the Debt Financing, by the Surviving Corporation immediately following the Effective Time; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreement, 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 pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time. Upon the valid termination of this Agreement, other than in accordance with Sections 7.1(d)(i) or 7.1(d)(ii), Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket third party costs incurred by the Company in connection with this Section 5.11(a), the term “5.10.

Financing. Parent has delivered to the Company true and complete fully executed copies of the commitment letter, dated as of June 6, 2010 among Parent, HoldCo, Deutsche Bank Securities Inc., Nomura International plc, Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas, HSBC Securities (aUSA) Parent shall use its reasonable best efforts Inc., Xxxxxx Xxxxxxx Senior Funding, Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch and HSBC Bank plc and including all exhibits, schedules, annexes and amendments to obtainsuch agreement in effect as of the date of this Agreement (other than fee letters and engagement letters) (the “Commitment Letter”), or cause pursuant to be obtainedwhich and subject to the terms and conditions thereof each of the parties thereto (other than Parent), have severally agreed and committed to provide the debt financing set forth therein, the proceeds of which may be used to consummate the Financing on Merger and pay the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing Required Amounts (the “Definitive AgreementsFinancing”) consistent in all material respects with ). The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the terms date of this Agreement and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions respective commitments contained in the Commitment Letters Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the date of this Agreement, Parent has not entered into any side letters or other Contracts related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Commitment Letter (other thanthan the fee letters and engagement letters referred to in the Commitment Letter). As of the date of this Agreement, with respect the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Parent and, to the Debt Knowledge of Parent, the other parties thereto, subject to the Bankruptcy and Equity Exception. There are no conditions precedent to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Letter. As of the date of this Agreement, Parent has no Knowledge of facts or circumstances that would cause any conditions precedent to the Financing not to be satisfied on a timely basis. The net proceeds contemplated from the Financing, together with the Specified Financial Resources, will, in the aggregate, be sufficient for the satisfaction of all of Parent’s obligations under this Agreement, including the payment of any amounts required to be paid pursuant to Article II, Article III and Section 6.05, and the payment of any debt required to be repaid in connection with the Merger (whether of Parent or of the Company or any of their respective Subsidiaries) and of all fees and expenses reasonably expected to be incurred in connection herewith (the “Required Amounts”). Assuming the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause has as of the Lenders, Equity Investors and date hereof Specified Financial Resources sufficient for the Rollover Investors to fund the Financing required to consummate the transactions contemplated by satisfaction of all of Parent’s obligations under this Agreement and to pay related fees and expenses specifically referenced in the immediately preceding sentence. As of the date of this Agreement, no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default), in each case, on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event part of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent mannerLetter or, to the Knowledge of Parent, any other parties thereto under any term or condition of the Commitment Letter. Parent shall give has fully paid all fees required to be paid prior to the Company prompt notice date of any material breach by any party this Agreement pursuant to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall notLetter, without the prior written consent of the Companyand will pay, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on after the date hereof or in the Definitive Agreements or (z) could reasonably be expected to preventhereof, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless all such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “fees as they become due.

Financing. (a) Parent shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment LettersLetter, including using reasonable best efforts to (i) maintaining in effect the Commitment Letterssatisfy, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if availablerespects, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying a timely basis all conditions applicable to Parent and its Subsidiaries Merger Sub to obtaining the Debt Financing set forth therein, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letters (including the flex provisions related to the Debt Financing) or on other terms acceptable to Parent (to the extent not more conditional than those provided in the Debt Commitment Letters), and (iii) consummate the Debt Financing at or prior to Closing. In the event that all any portion of the Debt Financing becomes unavailable on the terms and conditions contained contemplated in the Debt Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfiedLetter, Parent shall use its reasonable best efforts to cause arrange to obtain alternative financing from alternative sources in an amount sufficient, when combined with the Lenders, funds under the Equity Investors Commitment Letters and the Rollover Investors unrestricted and freely available cash and short-term investments of the Company and the Company Subsidiaries (excluding, for avoidance of doubt, any cash which cannot be distributed, contributed or otherwise delivered to fund the Financing required Company in accordance with applicable Laws, including those relating to solvency, adequate surplus and similar capital adequacy tests), to consummate the transactions contemplated by this Agreement on terms and conditions not materially less favorable to pay related fees Parent in the aggregate and expenses on in no event less favorable as to pricing and other economic terms (as determined in the Closing Date (including by seeking to enforce its rights under good faith reasonable judgment of Parent) than the Debt Financing Commitments and Definitive Agreements as promptly as practicable following the occurrence of such event but no later than the last day of the Marketing Period. For the avoidance of doubt, in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware that (x) all or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding portion of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would structured as high yield financing has not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amountbeen consummated, (y) adversely affects all closing conditions contained in Section 7 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the ability of Parent Closing, provided that nothing has occurred and no conditions exist that would cause those conditions to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or not be satisfied) and (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions bridge facilities contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such the Debt Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments alternative bridge financing obtained in accordance with this Section 5.11(a6.8(a)) are available on the terms and conditions substantially as described in the Debt Commitment Letter (or replacements thereof as contemplated by this Section 6.8(a)), then Parent shall cause the term “proceeds of such bridge financing to be used to replace such high yield financing no later than the last day of the Marketing Period. For purposes of this Agreement, "

Financing. (a) Each of Parent shall and Merger Sub will use its reasonable best efforts to obtain, or cause to be obtained, arrange the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letters, Letter in a timely manner including using reasonable best efforts to (i) maintaining in effect the Commitment Letters, (ii) negotiating negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with thereto on the terms and conditions contained therein therein, (including, as necessary, the “flex” provisions contained in the Fee Letterii) or, if available, satisfy on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying a timely basis all conditions applicable to Parent in such definitive agreements that are within its control and (iii) timely comply with its Subsidiaries obligations and satisfy on timely basis all conditions under the Debt Commitment Letter at Closing and the definitive agreements with respect thereto, assuming this Agreement has not been duly terminated pursuant to obtaining the FinancingSection 10.2. In the event that all conditions contained in to the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) and all conditions in Section 8.1 have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors lenders and the Rollover Investors other Persons to fund the Debt Financing and Equity Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses Merger on the Closing Date (including by seeking to enforce its rights under Date. In the event any portion of the Debt Financing Commitments becomes unavailable on the terms and Definitive Agreements conditions contemplated in the event of a breach by the other parties theretoDebt Commitment Letters (so long as this Agreement has not otherwise been duly terminated pursuant to Section 10.2). , Parent shall comply use its reasonable best efforts to arrange to obtain alternative financing (the “Alternative Financing”), including from alternate sources, as promptly as practicable following the occurrence of such event. In furtherance of the provisions of this Section 7.12(a), the Debt Commitment Letter may be amended, restated, supplemented or otherwise modified or superseded to add or replace one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Commitment Letter as of the date hereof, to increase the amount of indebtedness or otherwise replace one or more facilities with its obligationsone or more new facilities or modify one or more facilities to replace or otherwise modify the Debt Commitment Letter, or otherwise in manner not less beneficial in the aggregate to Parent and enforce its rightsthe Merger Sub (as determined in the reasonable judgment of Parent), under (the “New Debt Commitment Letters”), provided that the New Debt Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would not (i) add new (or adversely modify any existing) condition amend the conditions to the Debt Financing Commitments or otherwise so as to adversely affect impact the ability or likelihood of Parent or the Merger Sub to timely consummate the transactions contemplated by this Agreement hereby or the likelihood of consummation of the transactions contemplated hereby; or (ii) make reduce the timely funding aggregate amount of the available Debt Financing or satisfaction (unless, in the case of the conditions to obtaining the Financing less likely to occurthis clause (ii), (x) reduces the replaced with an amount of new equity financing on terms no less favorable in any material respect to the Debt Financing such that Company and the aggregate funds that would be available to Parent and Merger Sub at Representative than the Closing (taking into account terms set forth in the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of Commitment Letter or payable by Parent, Merger Sub one or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties more new debt facilities pursuant to the Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative new debt facilities pursuant to the ability of Parent to enforce its rights against such other parties to the New Debt Commitment Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (ALetters). Upon any and from and after each such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a)event, the term “

Financing. (a) Parent Until the earlier to occur of the Closing or the termination of this Agreement pursuant to Section 7.3, the Company shall use its commercially reasonable best efforts (and the Company shall cause each of its Subsidiaries to use their commercially reasonable efforts) to provide Purchaser, and shall use each of their respective commercially reasonable efforts to obtain, or cause its representatives to be obtained, provide Purchaser reasonable cooperation requested by Purchaser in connection with any financing related to the proceeds consummation of the Financing on the terms and conditions described in the Commitment Letterstransactions contemplated by this Agreement, including using commercially reasonable efforts to (i) maintaining reasonably assist Purchaser and the Debt Financing Sources with the preparation of customary materials for rating agency presentations, information memoranda, lender and investor presentations and similar documents required in effect connection with the Commitment Letters, (ii) negotiating definitive agreements with respect Debt Financing and executing customary authorization letters in connection therewith authorizing the distribution of information to the Debt Financing Sources or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or securities; (ii) furnish Purchaser, on a reasonably timely basis, the “Definitive Agreements”Required Financial Information, (iii) consistent enter into and deliver, as of the Closing Date, any definitive financing documents, security documents and any reasonable and customary certificates, documents or instruments in all material respects connection with the terms Debt Financing as are, in the good faith determination of the persons executing such agreements and conditions contained therein certificates, accurate, in each case subject to the occurrence of the Closing and the authorization by such Paragon Company’s post-Closing board of directors; (includingiv) reasonably facilitate the pledge of collateral and other matters in connection with the Debt Financing (including cooperation with payoff and release of liens relating to existing indebtedness (including by delivery of drafts of any debt payoff letters), and pledging or granting security interests in, and otherwise granting liens on their respective assets pursuant to any definitive security documents, as necessaryof the Closing Date, in each case subject to the occurrence of the Closing and the authorization by such Paragon Company’s post-Closing board of directors; and (v) provide all documentation and other information that the Debt Financing Sources have reasonably determined is required by United States regulatory authorities under applicable “flexknow your customer” provisions contained and anti-money laundering rules and regulations, including the Patriot Act, in each case, at least three business days prior to the Fee LetterClosing Date, to the extent reasonably requested in writing at least ten (10) orbusiness days prior to the Closing. The Company shall be deemed to be in compliance with this Section 6.6, if availableand Purchaser shall not allege that any Seller Party or Paragon Company is or has not been in compliance with this Section 6.6, on other terms that would unless Purchaser provides prompt written notice of the alleged failure to comply specifying in reasonable detail specific steps to cure such alleged failure in a commercially reasonable and practical manner consistent with this Section 6.6, which failure to comply has not adversely impact been cured within five (5) Business Days from receipt of such written notice. Notwithstanding anything to the ability contrary in this Agreement but without regard to the Company’s obligations to use commercially reasonable efforts to cause its representatives to provide Purchaser reasonable cooperation requested by Purchaser in connection with any financing related to the consummation of Parent to consummate the transactions contemplated hereby by this Agreement, none of Seller, any Paragon Company or any officer or employee of any of the foregoing, shall be required to (A) provide or prepare, and Purchaser shall be solely responsible for, the preparation of pro forma financial information, including pro forma costs savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financing information, (iiiB) satisfying all conditions applicable pay any commitment or other similar fee, (C) provide or pay for Regulation S-X compliant financial statements, provided, however, Sellers will authorize its auditors to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained communicate with Purchaser in the Commitment Letters connection therewith, (D) approve any document or other than, with respect matter related to the Debt Financingfinancing or incur any liability of any kind (or cause their agents or representatives to incur any liability of any kind) prior to the Closing, (E) enter into any agreement or commitment in connection with any financing related to the availability consummation of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and which would be effective prior to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event or provide any certification or opinion of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Seller or any Paragon Company prompt notice of any material breach by any party which would be effective prior to the Commitment Letters of which Parent has become aware Closing, (F) provide or pay for any termination certificate, comfort letter or opinion of any of the Commitment Letters. Parent shall notits agents or representatives, without the prior written consent of the Companyprovided, however, Sellers will authorize its auditors to communicate with Purchaser in connection therewith, (AG) permit provide access to or disclose any amendment information to Purchaser or modification toits agents or representatives to the extent such disclosure would jeopardize the attorney-client privilege, attorney work product protections or similar protections or violate any waiver of applicable Law or Contract, (E) take any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) action that would (i1) add new (cause any representation or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by warranty in this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions any Transaction Document to obtaining the Financing less likely to occurbe breached, (x2) reduces the amount cause any director, officer or employee of the Debt Financing such that the aggregate funds that would be available Seller or any Paragon Company to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and incur any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amountpersonal liability, (y3) adversely affects conflict with the ability Governing Documents of Parent to enforce its rights against other parties to the Commitment Letters Seller or the Definitive Agreements as so amendedany Paragon Company or any Law, replaced, supplemented or otherwise modified, relative to the ability of Parent to enforce its rights against such other parties to the Commitment Letters as in effect on the date hereof or (4) result in the Definitive Agreements contravention of, or (z) that could reasonably be expected to preventresult in a violation or breach of, impede or delay a default under, any Contract, (F) prepare separate financial statements for any individual Paragon Company or change any fiscal period, or (G) authorize any corporate or similar entity action prior to the Closing; provided, however, the Company hereby consents to the use of any Paragon Company financial information, financial statements or other information by the Purchaser and its Affiliates between the date of this Agreement and the Closing Date that is necessary or may be useful in connection any financing of Purchaser related to the consummation of the Merger and the other transactions contemplated by this Agreement; provided that Purchaser shall indemnify, defend and hold Seller and the Paragon Companies harmless with respect to any Loss arising out of or (B) terminate resulting from any Commitment Letter, unless such Commitment Letter is replaced use or disclosure by any direct or indirect recipient thereof for any purpose other than in a manner consistent connection with the foregoing clause (A). Upon any such amendment, supplement or modification financing of Purchaser related to the consummation of the Debt Financing Commitments in accordance with transactions contemplated by this Section 5.11(a), the term “Agreement.

Financing. (a) Each of Parent and Merger Sub shall use use, and cause its Affiliates to use, its reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and to do, or cause to be done (including, if necessary, enforcement of their respective rights under the proceeds of Facility Agreement), all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Commitment LettersFacility Agreement, including using (and causing their Affiliates to use) their respective reasonable best efforts to (i) maintaining satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Merger Sub or their Representatives in effect the Commitment Letterssuch definitive agreements, and (ii) negotiating definitive agreements with respect to cause the lenders and any other Persons providing the Financing ("Debt Financing (Sources") to fund the “Definitive Agreements”) consistent in all material respects with Financing at the Effective Time. In the event any portion of the Financing becomes unavailable on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained contemplated in the Fee Letter) orFacility Agreement, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent Merger Sub shall use its their respective reasonable best efforts to cause arrange and obtain, as promptly as practicable following the Lendersoccurrence of such event, Equity Investors alternative financing from alternative sources, on terms not materially less favorable in the aggregate to Parent and Merger Sub (and their respective Affiliates) than those set forth in the Rollover Investors Facility Agreement as in effect on the date of this Agreement, in an amount sufficient, when added to fund the portion of the Financing required that is available, to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on (the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto"Alternative Financings"). Parent shall comply with its obligations; provided, and enforce its rightsthat, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party notwithstanding anything to the Commitment Letters contrary in this Section 6.9 or in any other provision of which Parent has become aware or any termination of any of the Commitment Letters. Parent this Agreement, in no event shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub be required to timely consummate the transactions contemplated by this Agreement amend or (ii) make the timely funding waive any of the Debt Financing terms or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to hereof. Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties shall deliver to the Commitment Letters Company as promptly as practicable (and no later than two Business Days) after such execution, true and complete copies of all agreements or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative other arrangements pursuant to the ability of Parent to enforce its rights against such other parties to the Commitment Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon which any such amendment, supplement or modification of alternative sources shall have committed to provide any such Alternative Financings (the Debt "Alternative Financing Commitments in accordance with this Section 5.11(aAgreements "), the term “.

Financing. (a) Parent shall The Purchaser hereby agrees to use its reasonable best efforts to obtain, or cause to be obtained, arrange the proceeds financing in respect of the Financing Acquisition provided for in the Current Commitment Letter on the terms set forth therein, including, without limitation, using its reasonable best efforts (i) to satisfy the terms, conditions, representations and warranties set forth in the Current Commitment Letter, (ii) enter into definitive agreements with respect thereto on the terms and conditions described contemplated by the Current Commitment Letter and (iii) enforcing its rights under the Current Commitment Letter and any such definitive agreements. The Purchaser shall provide Pearson as promptly (but in any event within two Business Days of the execution thereof) as possible true, complete and correct copies of any Current Commitment Letters and any amendments thereto and any such definitive agreements. For the avoidance of doubt, in the event (a) all or any portion of the financing contemplated by the Current Commitment Letters, including (i) maintaining in effect the Commitment LettersLetter structured as a high yield financing has not been consummated, (iib) negotiating definitive agreements with respect alternative financing on terms not materially less beneficial to the Debt Financing Purchaser than the terms set forth in the Current Commitment Letter is not available to the Purchaser, (c) all conditions to Closing set forth in Sections 9.1 and 9.2 (other than those conditions set forth in Section 9.2 that by their nature will be satisfied at the “Definitive Agreements”Closing, including, for purposes of this clause, the conditions set forth in Sections 9.2(d) consistent in all material respects with and 9.2(j), provided that the Sellers are ready, willing and able to satisfy those conditions) have been satisfied or waived, and (d) the bridge facilities contemplated by the Current Commitment Letter are available on the terms and conditions contained therein (includingset forth therein, then the Purchaser shall use the proceeds of such bridge financing to replace such high yield financing. The Purchaser shall keep Pearson reasonably apprised as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability status of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause financing arrangements for the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligationsAcquisition, and enforce its rights, under shall promptly notify the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice Sellers if it becomes aware of any material breach by any party to the Commitment Letters of which Parent has become aware fact or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) circumstance that could make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and contemplated financing unavailable for any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “reason.

Financing. (a) Parent Prior to the Closing Date, the Company shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable provide to Parent and Merger Sub, and shall cause each of its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other thanuse its reasonable best efforts to provide, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent and shall use its reasonable best efforts to cause its Representatives, including legal and accounting, to provide, in each case at Parent’s sole expense and on a timely basis, all cooperation reasonably requested by Parent that is necessary, proper or advisable in connection with the Lendersarrangement of any financing of Parent or any of its Subsidiaries undertaken for the purpose of funding the Merger (the “Available Financing” it being understood that for purposes of this Section 5.18, Equity Investors for the avoidance of doubt, Available Financing shall include any offering of debt securities or incurrence of loans for such purpose). Such cooperation shall include, but not be limited to: (i) furnishing Parent and Merger Sub, as promptly as reasonably practicable following Parent’s request, with such pertinent and customary information, other than 75 financial information, regarding the Rollover Investors Acquired Companies as may be reasonably requested in writing by Parent and (x) necessary to fund obtain the Available Financing or (y) as is customary for the arrangement or marketing of the Available Financing (including information to be used in the preparation of one or more information packages regarding the business and operations of the Acquired Companies); (ii) furnishing all financial statements and other financial data and financial information of the Acquired Companies, including as is necessary to enable Parent to prepare any required pro forma financial statements, that is, in either case, reasonably requested in writing by Parent and necessary to consummate obtain the transactions contemplated Available Financing (the information, financial statements and other financial data and financial information referred to in clause “(i)(x)” above and this “(ii)” shall mean the “Required Information”); (iii) participating in a reasonable number of meetings (including one-on-one meetings with the parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and purchasers of, the Available Financing and senior management, with appropriate seniority and expertise, of the Company), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Available Financing; (iv) assisting with the preparation of materials for rating agency presentations, bank information memoranda and similar documents required in connection with the Available Financing; (v) using commercially reasonable efforts to obtain surveys and title insurance reasonably requested by this Agreement Parent; (vi) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Available Financing and to pay related fees permit the proceeds thereof to be made available to the Surviving Corporation or the Surviving Company, as applicable, immediately after the Effective Time; (vii) executing and expenses on delivering any pledge and security documents (subject to occurrence of the Closing Date Effective Time) and legal opinions, closing certificates and documents as may be reasonably requested by Parent (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event delivery of a breach by solvency certificate of the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give chief financial officer of the Company prompt notice and insurance certificates with customary endorsements); (viii) using commercially reasonable efforts to cause accountants to consent to the use of their reports in any material breach by any party relating to the Commitment Letters Available Financing; (ix) assisting in (A) the negotiation, preparation and execution of which Parent has become aware one or any termination more credit agreements, indentures, purchase agreements, currency or interest hedging agreements and/or (B) the amendment of any of the Commitment Letters. Acquired Company’s currency or interest hedging agreements, in each case, on terms that are reasonably requested by Parent shall notin connection with the Available Financing; provided, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver that no obligation of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “76

Financing. (a) Parent shall use its commercially reasonable best efforts to obtain, or cause to be obtained, the proceeds of (a) arrange the Financing on the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Financing Commitment Letters, (iib) negotiating enter into definitive agreements with respect to the Debt Financing thereto (the “Definitive Agreements”that are customary for financings of this type) consistent in all material respects with on the terms and conditions contained therein in the Financing Commitment Letters, which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Effective Time, and (including, as necessary, c) consummate the “flex” provisions Financing no later than the Effective Time in accordance with the terms contained in the Fee Letter) orFinancing Commitment Letters; provided that Parent may agree to or permit any amendment, if available, on other terms modification or waiver of the Financing Commitment Letters that would not, or would not reasonably be expected to, (i) materially adversely impact (A) the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (B) the likelihood of consummation of the transaction contemplated by this Agreement or (ii) make expand upon the timely funding of conditions precedent to the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of as set forth in the Debt Financing such Commitment Letters; provided, further, that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties shall promptly deliver to the Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability Company copies of Parent to enforce its rights against such other parties to the Commitment Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement modification or modification waiver following the execution of the same. In the event that any portion of the Financing becomes unavailable in the manner or from the sources contemplated in the Financing Commitment Letters, (1) Parent shall promptly notify the Company and (2) Parent shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources (“Alternative Debt Financing”), on terms that are not materially less favorable from the standpoint of Parent and Merger Subsidiary than the terms and conditions set forth in the Financing Commitment Letters, as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first or second sentence of this Section 8.04 being referred to as the “Financing Agreements”). Parent and Merger Subsidiary shall, and shall cause their respective Representatives to, use commercially reasonable efforts to comply with the terms, and satisfy on a timely basis the conditions, in each case those that are within their control, of the Financing Commitment Letters, any Alternative Debt Financing, the Financing Agreements and any related fee and engagement letters. Parent shall keep the Company reasonably informed of the status of its efforts to arrange the Financing (or any replacement thereof). Parent shall give the Company prompt written notice, in any event within forty-eight (48) hours of Parent’s knowledge, of any actual breach, default, expiration, termination or repudiation of any Debt Financing Commitments in accordance with this Section 5.11(a), the term “Commitment by any party thereto of which Parent becomes aware.

Financing. (a) Prior to Closing, each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing or any Substitute Debt Financing as promptly as possible (taking into account the anticipated timing of the Marketing Period) following the date of this Agreement (and, in any event, no later than the time at which the Closing is required to occur pursuant to Section 2.2), including using its reasonable best efforts to obtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including (i) maintaining (A) maintain in effect the Commitment LettersDebt Letters and to comply with its obligations under the Debt Letters to the extent the failure to comply with such obligations would adversely impact the amount or, taking into account the expected timing of the Marketing Period, the availability of the Debt Financing at the Closing, (iiB) negotiating negotiate, enter into and deliver definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with reflecting the terms and conditions contained therein in the Debt Letters (including, as necessary, the including any “market flex” provisions applicable thereto) or on terms that, taken as a whole, are no less favorable in the aggregate to Parent than the terms contained in the Fee Letter) orDebt Letters (including any “market flex” provisions applicable thereto), if available, on other terms so that would not adversely impact such agreements are in effect no later than the ability of Parent time at which the Closing is required to consummate the transactions contemplated hereby occur pursuant to Section 2.2 and (iiiC) satisfying enforce their rights under the Debt Letters and (ii) satisfy on a timely basis (or obtain the waiver of) all the conditions and covenants applicable to Parent or Merger Sub in the Debt Financing and its Subsidiaries the definitive agreements related thereto that are to obtaining be satisfied by Parent or Merger Sub in Parent’s or Merger Sub’s control (other than those conditions that by their nature are to be satisfied at the FinancingClosing, but subject to the satisfaction or waiver of such conditions at the Closing). In the event that all conditions contained set forth in the Commitment Letters (other thanSection 8.1 and Section 8.2 have been satisfied or waived or, with respect to the Debt Financingupon funding shall be satisfied or waived, the availability of Parent and Merger Sub shall obtain the Equity Financing) have been satisfied, Parent shall Financing contemplated by the Equity Commitment Letter and use its their reasonable best efforts to cause the Lenders, Equity Investors and Persons providing the Rollover Investors Debt Financing (the “Debt Financing Parties”) 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 seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party at or prior to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition Effective Time with respect to shares to be paid for pursuant to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Merger.

Financing. (a) Parent shall use its commercially reasonable best efforts to obtaintake, or cause Merger Sub to be obtainedtake, all actions and to do, or cause Merger Sub to do, all things reasonably necessary, proper or advisable to arrange, as soon as practicable after the proceeds of date hereof, and to consummate, concurrently with the Closing, the Financing on the terms and conditions described in the Commitment LettersFinancing Commitments, including using commercially reasonable efforts to (i) maintaining maintain in effect the Commitment LettersFinancing Commitments, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, satisfy on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying a timely basis all conditions applicable to Parent and its Subsidiaries Merger Sub to obtaining the Financing. In the event that all conditions contained Financing set forth in the Commitment Letters Financing Commitments that are within their control (other than, with respect including by consummating the Equity Financing pursuant to the Debt Financing, the availability terms of the Equity FinancingFinancing Commitments and by assisting in the syndication or marketing of the Debt Financing contemplated by the Debt Financing Commitments) have been and (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitments. Subject to the terms and conditions contained herein, at the Closing Parent shall draw down on the Financing Commitments if the conditions to the Financing Commitments are then satisfied. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, Parent shall use its commercially reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors arrange to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses obtain alternative financing from alternative sources on the Closing Date (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing terms not materially less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available beneficial to Parent and Merger Sub at (as determined in the Closing reasonable judgment of Parent) in an amount sufficient to make the Required Payments. Parent shall keep the Company reasonably apprised of material developments related to the Financing and shall provide to the Company (taking into account i) a copy of each material agreement related to the Financing promptly after such agreement is executed and delivered by the parties thereto and (ii) such other information as the Company may reasonably request in connection with the Financing. For the avoidance of doubt, if the conditions set forth in Sections 8.01 and 8.02 of this Agreement are satisfied or waived, Parent and Merger Sub shall be obligated to consummate the Transactions on the terms contemplated by this Agreement regardless of whether the Equity Financing and the Rollover Investment) would not has been or can be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “obtained.

Financing. (a) Parent shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, the proceeds of all actions and do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Commitment LettersLetter, including using reasonable best efforts to: (i) maintaining maintain in effect the Commitment LettersLetter, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if availablesatisfy, on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying a timely basis, all conditions applicable to Parent and its Subsidiaries Merger Sub to obtaining the Financing set forth therein (including the payment of any commitment, engagement or placement fees required as a condition to the Financing), (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including the flex provisions related to the Financing) or on other terms reasonably acceptable to Parent (to the extent the other terms would not adversely affect the ability of Parent or Merger Sub to timely consummate the transactions contemplated hereby), and (iv) consummate the Financing at or prior to Closing. In the event that all any portion of the Financing becomes unavailable on the terms and conditions contained contemplated in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfiedLetter, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors arrange to fund the Financing required obtain alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement on terms and conditions not materially less favorable to pay related fees and expenses on Parent in the Closing Date aggregate (including by seeking to enforce its rights under as determined in the good faith reasonable judgment of Parent) than the Financing Commitments and Definitive Agreements as promptly as practicable following the occurrence of such event but in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent mannerall cases at or prior to Closing. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters Letter of which Parent has become or Merger Sub becomes aware or any termination of any of the Commitment LettersLetter. Parent shall not, without keep the prior written consent Company informed on a reasonably current basis in reasonable detail of the Company, (A) permit any amendment or modification to, or any waiver status of any material provision or remedy under, or replace, its efforts to arrange the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Financing.

Financing. (a) Parent Prior to the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Company shall cause the appropriate officers and employees thereof, to use its reasonable best efforts to obtain, or cause to be obtained, cooperate in connection with the proceeds arrangement of the Financing on the terms and conditions described in the Commitment LettersPIPE Investment as may be reasonably requested by Parent, including by (i) maintaining participating in effect the Commitment Lettersa reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with investors at mutually agreeable times and locations and upon reasonable advance notice, (ii) negotiating definitive agreements reasonably assisting with respect the preparation of customary materials for actual and potential participants in the PIPE Investment, offering documents, private placement memoranda, prospectuses and similar documents required in connection with the PIPE Investment (which shall not include pro forma financial information), (iii) providing financial statements and such other financial information regarding the Company as applicable, that is readily available or within its possession and as is reasonably requested in connection with the PIPE Investment, (iv) taking or appointing a representative of the Company to take all corporate actions, subject to the Debt Financing occurrence of the Closing, reasonably requested by the Company to permit the consummation of the PIPE Investment and the issuance of shares of Parent Common Stock immediately following the Closing, (v) reasonably assisting Parent to satisfy the “Definitive Agreements”) consistent conditions set forth in all material respects any document executed in connection with the terms PIPE Investment and conditions contained therein (including, as necessary, the “flex” provisions contained vi) otherwise reasonably cooperating in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent Parent’s efforts to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining PIPE Investment For the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability avoidance of the Equity Financing) have been satisfieddoubt, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required to not consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date an PIPE Investment for gross proceeds in excess of $500,000,000 (including by seeking to enforce its rights under the Financing Commitments and Definitive Subscription Agreements in the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any existing as of the Commitment Letters. Parent shall not, date of this Agreement) or on terms materially different than those contained in such Subscription Agreements without the prior written consent of the Company, (A) permit and any amendment or modification to, or any waiver of any material provision or remedy under, or replace, such excess proceeds shall be raised on substantially the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition same terms as those applicable to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding PIPE Investment as of the Debt Financing or satisfaction date of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “.

Financing. (a) Parent and Sub shall use its their reasonable best efforts and do all things necessary or advisable to obtainobtain the Financing as soon as reasonably practicable and, or cause in any event, not later than the date the Closing is required to be obtainedeffected in accordance with Section 1.02, the proceeds of the Financing on the terms and conditions (including, to the extent applicable, the “flex” provisions) described in the Financing Commitments (for purposes of this Section 5.07, the Financing Commitments and the Debt Commitment LettersLetter shall include any Fee Letter), including using reasonable best efforts to (i) maintaining in effect the Commitment Letters, (ii) negotiating enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with on the terms and conditions contained therein (includingas such terms may be modified or adjusted in accordance with the terms of the Debt Commitment Letter, as necessary, and within the limits of the “flex” provisions contained in the any Fee Letter) or, if available, contemplated by the Debt Commitment Letter or on such other terms that acceptable to Parent and the applicable Debt Financing Sources so long as such other terms would not (x) delay or prevent the Closing, (y) adversely impact or delay in any respect the likelihood of the funding of the Debt Financing or the Equity Financing (or satisfaction of the conditions to obtaining any of the Financing) or (z) adversely impact the ability of Parent or Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Equity Commitment Letter or the Definitive Debt Financing Agreements (in each case, in accordance with their terms) or the ability of Parent or Sub to timely consummate the transactions contemplated hereby (the “Definitive Debt Financing Agreements”), (ii) satisfy on a timely basis all terms, conditions and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained in the Commitment Letters (other thancovenants, including with respect to the payment of any commitment, engagement or placement fees, applicable to Parent or Sub in the Financing Commitments and the Definitive Debt FinancingFinancing Agreements that are in Parent’s and Sub’s control to satisfy, the availability of the Equity Financing(iii) have been satisfied, Parent shall use its reasonable best efforts to consummate (and cause the Lenders, Equity Investors and the Rollover Investors Financing Sources to fund consummate) the Financing required at or prior to consummate the transactions contemplated by this Agreement Closing and to pay related fees and expenses on the Closing Date (including by seeking to iv) enforce its their rights under the Financing Commitments and the Definitive Debt Financing Agreements. Prior to the Closing, Parent and Sub shall not agree to any amendments or modifications to, or grant any waivers of, any condition or other provision under the Financing Commitments or the Definitive Debt Financing Agreements without the prior written consent of the Company (which consent will not be unreasonably withheld, conditioned or delayed); provided that, without the Company’s consent, Parent and Sub may (1) agree to any amendments, restatements, modifications or waivers to the Debt Commitment Letter or the Definitive Debt Financing Agreements if such amendment, restatement, modification or waiver would not (and would not be reasonably expected to) (A) reduce the aggregate amount of the Debt Financing or Equity Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing or similar fee) unless, in the event case of any reduction in the amount of the Debt Financing, the Equity Financing is increased by a breach by corresponding amount (and vice versa), (B) impose new or additional conditions, or otherwise expand or adversely amend any conditions, to the receipt of the Debt Financing or Equity Financing, (C) delay or prevent the Closing, (D) adversely impact the likelihood of the funding of the Debt Financing or the Equity Financing (or satisfaction of the conditions to obtaining any of the Financing) or (E) adversely impact the ability of Parent or Sub to enforce its rights against the other parties theretoto the Debt Commitment Letter or the Equity Commitment Letter or the Definitive Debt Financing Agreements or the ability of Parent or Sub to timely consummate the transactions contemplated hereby (clauses (A), (B), (C), (D) and (E), collectively, the “Prohibited Financing Amendments”); and (2) amend, restate, supplement or otherwise modify the Debt Commitment Letter or the Definitive Debt Financing Agreements to add lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement (but not make any other changes), but only if the addition of such additional parties, individually or in the aggregate, would not result in the occurrence of a Prohibited Financing Amendment. Parent and Sub shall use their reasonable best efforts to maintain in effect the Financing Commitments (including any Definitive Debt Financing Agreements) until the Closing occurs (provided, that the foregoing shall not limit Parent’s or Sub’s right to amend, restate, modify or waive the terms of the Debt Commitment Letter or the Definitive Debt Financing Agreements in accordance with the immediately preceding sentence). Prior to Closing, neither Parent nor Sub shall comply with its obligations, and enforce its rights, release or consent to the termination of the obligations of the Debt Financing Sources under the Debt Commitment Letters in a timely and diligent manner. Parent shall give Letter or the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, Definitive Debt Financing Agreements without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “.

Financing. (a) Prior to the date hereof, Parent shall use its reasonable best efforts to obtain, or cause to be obtained, has provided the proceeds Company with a description of the Financing on the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing potential debt financing (the “Definitive AgreementsDebt Financing”) consistent and equity issuance, including the potential equity issuance of Parent Preferred Stock as described in all material respects Section 1.8 (the “Equity Financing” and together with the terms and conditions contained therein (including, as necessaryDebt Financing, the “flex” provisions contained Financing”) it may incur in the Fee Letter) or, if available, on other terms that would not adversely impact the ability of Parent order to raise proceeds to be used to consummate the transactions contemplated hereby by this Agreement. From the date of this Agreement until the earlier of the Closing Date and (iii) satisfying all conditions applicable the Termination Date, the Company agrees to Parent use reasonable best efforts to timely provide, and to use reasonable best efforts to cause its Subsidiaries (other than Oncor Entities, subject to obtaining Section 6.20) and their respective officers and employees to timely provide, reasonable cooperation in connection with the arrangement of the Financing. In the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied; provided that, Parent shall use its reasonable best efforts to provide the Company with notice of any information needed by Parent as soon as reasonably practicable. The Company’s reasonable best efforts contemplated by this Section 6.21 include the following: (i) assisting with the preparation of customary materials for rating agencies and rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, together with procuring customary authorization letters authorizing the distribution of information to prospective lenders or investors (which customary authorization letters shall be required notwithstanding the reasonable best efforts standard required of the Company above); (ii) furnishing (x) all information and data reasonably requested by Parent to prepare all pro forma financial statements required to be prepared, or otherwise customary in connection with, the Financings registered on Form X-0, Xxxx X-0 or other available Form (as applicable) and (y) all financial statements and financial data of the type and form required to be prepared in accordance with Regulation S-X and Regulation S-K under the Securities Act for offerings of the debt and/or equity securities (as the case may be) contemplated in the respective Financings registered on Form X-0, Xxxx X-0 or other available Form (as applicable) under the Securities Act, including all information required to be incorporated therein; provided, that, if no registration statement is required to be filed for each of the Financings, for each such Financing, such information, data, financial statements and financial data shall be furnished to the extent customary to consummate the Financing (subject to exceptions customary for a private Rule 144A offering) and, for the avoidance of doubt, would not require financial information otherwise required by Rule 3-10 and Rule 3-16 of Regulation S-X or “segment reporting” and any Compensation Discussion and Analysis or executive compensation information required by Item 402 of Regulation S-K; (iii) furnishing Parent and the lenders and investors for such Financing or their respective Affiliates promptly, and in any event no later than three (3) Business Days prior to an Early Financing Date (as defined below) or the Closing Date, as applicable, with all documentation and other information which any lender or investor providing or arranging the Financing has reasonably requested, including under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act in each case to the extent such request is made at least ten (10) Business Days prior to the Early Financing Date or the Closing Date, as applicable; (iv) providing customary management representation letters to the independent accountants and using reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors Company’s independent auditors to fund cooperate in connection with the Financing (including providing accountant’s comfort letters and consents to use their audit reports from the Company’s independent auditors to the extent required in connection with such Financing); (v) obtaining customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Parent in connection with the repayment of indebtedness of the Company and its Subsidiaries (other than Oncor Entities) as necessary to consummate the transactions contemplated by this Agreement or the Plan of Reorganization; and (vi) otherwise cooperating with Parent to pay related fees and expenses on the Closing Date (including by seeking satisfy any express conditions precedent to enforce its rights under the Financing Commitments and Definitive Agreements in within the event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent control of the Company, provided in each case (A) permit such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, (B) neither the Company nor any amendment of its Subsidiaries shall be required to pay any commitment or modification toother similar fee or incur any other liability or obligation in connection with the Financing prior to the Closing Date, (C) other than customary authorization letters, none of the Company, its Subsidiaries or their respective officers, directors, or employees shall be required to execute or enter into or perform any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition agreement with respect to the Financing Commitments that is not contingent upon the Closing or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available effective prior to Parent and Merger Sub at the Closing Date, (taking into account D) Persons who are on the Equity Financing board of directors or the board of managers (or similar governing body) of the Company and any of its Subsidiaries prior to the Rollover Investment) would Closing Date in their capacity as such shall not be sufficient required to satisfy Parent’s pass resolutions or consents to approve or authorize the execution of the Financing, and Merger Sub’s obligations (E) none of the Company or its Subsidiaries or their respective officers, directors, or employees shall be required to pay execute any solvency certificate in connection with the Merger Consideration and Financing. Nothing contained in this Section 6.21(a) or otherwise shall require the Company or any fees and expenses of or payable by Parentits Subsidiaries, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties prior to the Commitment Letters Closing, to be an issuer or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative other obligor with respect to the ability of Parent to enforce its rights against such other parties to the Commitment Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Financing.

Financing. (a) Parent acknowledges and agrees that (i) its obligations pursuant to this Agreement are not subject in any respect to any financing or similar contingency or to the availability of the financing contemplated by the Debt Financing or any Alternative Financing, and (ii) none of the Sellers, the Seller Representative and the Company, on behalf of themselves and any of their respective Affiliates have any responsibility for the Debt Financing, other than as explicitly set forth in Section 5.8(f). Parent shall use its reasonable best efforts to obtaintake, or cause to be obtainedtaken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the proceeds of Debt Financing at the Financing Closing on the terms and conditions described set forth in the Debt Commitment LettersLetter, including using its reasonable best efforts to: (i) maintaining comply with and maintain in effect the Debt Commitment LettersLetter, (ii) negotiating negotiate and enter into definitive agreements with respect thereto, (iii) comply with and perform the obligations applicable to it pursuant to such Debt Commitment Letter, (iv) draw down on and consummate the Debt Financing (which will include agreeing to consummate the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the Debt Financing even if any “flex” provisions contained rights in the Fee LetterDebt Commitment Letter are exercised to their maximum extent) orif the conditions to the availability of the Debt Financing have been satisfied or waived, if availableincluding using its reasonable best efforts to enforce its rights under the Debt Commitment Letter and the definitive documentation governing the Debt Financing and cause the Debt Financing Sources to fund the Debt Financing at the Closing, on other terms provided, however, that would Parent shall not adversely impact be required to commence or pursue litigation, and the ability of Sellers and the Company shall not have the right to compel Parent to consummate commence or pursue litigation, to enforce the transactions contemplated hereby obligations of the Debt Financing Sources to fund the Debt Financing, and (iiiv) satisfying satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that all conditions contained it in the Debt Commitment Letters (other than, with respect to Letter and such definitive agreements. If any portion of the Debt Financing, the availability of the Equity Financing) have been satisfiedFinancing expires or terminates or otherwise becomes unavailable, Parent shall use its reasonable best efforts to cause arrange for and obtain as promptly as practicable following the Lenders, Equity Investors and occurrence of any such event alternative debt financing (the Rollover Investors to fund the Financing required “Alternative Financing”) in an amount sufficient to consummate the transactions contemplated by this Agreement Contemplated Transaction and to pay related fees and expenses and perform all of its obligations hereunder on the Closing Date terms and conditions that are not materially less favorable or more onerous (including by seeking to enforce its rights under the Financing Commitments and Definitive Agreements imposition of new conditions or expansion of existing conditions), in the aggregate, than those set forth in the Debt Commitment Letter, but in no event of a breach by the other parties thereto). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of any of the Commitment Letters. Parent shall not, without the prior written consent of the Company, (A) permit any amendment or modification to, or any waiver of any material provision or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (i) add new (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds manner that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (y) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to preventmaterially impede, impede materially delay or delay prevent the consummation of the Merger and Contemplated Transactions, it being understood that if Parent proceeds with any Alternative Financing, Parent shall be subject to the other transactions contemplated by same obligations with respect to such Alternative Financing as set forth in this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent Agreement with the foregoing clause (A). Upon any such amendment, supplement or modification of respect to the Debt Financing Commitments in accordance with this Section 5.11(a), the term “Financing.

Financing. (a) Subject to the terms and conditions of this Agreement, Parent shall use its commercially reasonable best efforts to obtain, or cause to be obtained, obtain the proceeds of the Debt Financing on the terms and conditions (including “market flex” provisions) described in the Commitment LettersDebt Financing Commitment, including using its commercially reasonable efforts to (i) maintaining in effect comply with its obligations under the Debt Financing Commitment Lettersand any definitive agreements related thereto (the “Debt Financing Documents”), (ii) negotiating definitive agreements maintain in effect the Debt Financing Commitment, (iii) negotiate and enter into Debt Financing Documents on a timely basis on terms and conditions (including the “market flex” provisions) contained in the Debt Financing Commitment or otherwise not materially less favorable with respect to conditionality to Parent in the aggregate than those contained in the Debt Financing Commitment, (the “Definitive Agreements”iv) consistent in all material respects with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, satisfy on other terms that would not adversely impact the ability of Parent to consummate the transactions contemplated hereby and (iii) satisfying all conditions applicable to Parent and its Subsidiaries to obtaining the Financing. In the event that a timely basis all conditions contained in the Debt Financing Commitment Letters (other thanthat are applicable to Parent and within its control, with respect including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing, Financing and (v) if all conditions to the availability of the Equity Financing) Debt Financing Commitment have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders, Equity Investors and the Rollover Investors to fund the Financing required Commitment Parties to consummate the transactions contemplated by this Agreement and Debt Financing at or prior to pay related fees and expenses on the Closing Date (including by seeking it being understood that it is not a condition to enforce its rights Closing under this Agreement for Parent to obtain the Financing Commitments and Definitive Agreements in the event of a breach by the other parties theretoDebt Financing). Parent shall comply with its obligations, and enforce its rights, under the Commitment Letters in a timely and diligent manner. Parent shall give the Company prompt notice upon having knowledge of any material breach by any party to Commitment Party under the Commitment Letters of which Parent has become aware Debt Financing Documents or any termination of any of the Commitment LettersDebt Financing Documents. Other than as set forth in this Section 6.16, Parent shall not, without the prior written consent of the Company, (A) permit amend, modify, supplement or waive any amendment of the conditions or modification tocontingencies to funding contained in the Debt Financing Documents or any other provision of, or any waiver of any material provision or remedy remedies under, or replacethe Debt Financing Documents (other than in accordance with the “market flex” provisions), in each case to the Commitment Letters if extent such amendment, modification, waiver, supplement or replacement (w) would waiver (i) add new would reasonably be expected to have the effect of (or adversely modify any existing) condition to the Financing Commitments or otherwise adversely affect the ability or likelihood of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement or (ii) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (x) reduces the amount of the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the Closing (taking into account the Equity Financing and the Rollover Investment) would not be sufficient to satisfy Parent’s and Merger Sub’s obligations to pay the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation unless the Equity Financing and/or the Rollover Investment is increased by a corresponding amount, (yA) adversely affects affecting the ability of Parent to enforce its rights against other parties to the Commitment Letters 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 Letters as in effect on the date hereof or in the Definitive Agreements or (z) could reasonably be expected to prevent, impede or delay the consummation of timely consummate the Merger and the other transactions contemplated by this Agreement; or (B) terminate any Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the foregoing clause (A). Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 5.11(a), the term “other