Common use of Financing Clause in Contracts

Financing. (a) The Buyer shall, and shall cause the other members of the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitment, including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.

Financing. (a) Notwithstanding anything contained in this Agreement to the contrary, Buyers acknowledge and agree that Buyers’ obligations hereunder are not conditioned in any manner upon Buyers obtaining any financing. The Buyer shallfailure, for any reason, of Buyers to deliver sufficient funds to pay the Holdco Closing Consideration or the Operating Entity Closing Consideration on the Closing Date shall constitute a willful and material breach of this Agreement. In addition, for the avoidance of doubt, Buyers acknowledge and agree that the existence of any conditions contained in the Debt Commitment Letters or the Debt Financing shall cause not constitute, nor be construed to constitute, a condition to the other members consummation of the Buyer Group to, take, or cause transactions contemplated hereby. (b) Buyers shall use their commercially reasonable efforts to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of (i) arrange the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letters, including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering enter into definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) thereto on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied Letters (or upon funding will be satisfiedon terms no less favorable to the applicable Buyer), which agreements shall be in effect as promptly as practicable after the Buyer shall cause the Debt Financing Sources to fund the Debt Financingdate hereof, but in no event later than the Closing, and (iii) consummate the Debt Financing no later than the Closing (it being understood that any bridge facility described in the Debt Commitment Letters may be terminated or reduced in accordance with the terms of the applicable Debt Commitment Letter) provided that (x) the Buyers will not, and will not permit their Affiliates to, consummate any debt or equity financing that reduces or terminates the Buyer be required to do so bridge facility commitments prior to the time Closing Date unless the proceeds thereof are held in the form of cash or temporary cash investments by the relevant Buyer until the Closing is required to occur Date and (y) Holdco Buyer will not without Sellers consent permit the bridge facility commitment under the terms of this AgreementDebt Commitment Letter to be terminated because it has been reduced to $300 million unless Holdco Buyer delivers evidence to the Company that it has obtained substitute financing in an amount sufficient to permit Holdco Buyer to consummate the Transactions contemplated hereby. In the event that any portion of the Debt Financing becomes unavailable on in the terms and conditions manner or from the sources contemplated in the Debt Commitment LetterLetters, (A) Buyers shall promptly notify the Buyer Sellers and (B) Buyers shall use its their commercially reasonable best efforts to arrange to obtain as promptly as practicableany such portion from alternative sources, on terms that are not materially less favorable to from the Buyer standpoint of Buyers than the Debt Financing contemplated by such terms set forth in the Debt Commitment Letters, as applicablepromptly as practicable following the occurrence of such event, alternative sources of financing in an amount sufficient, when added including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the portion first or second sentence of this Section (b) being referred to as the “Financing Agreements”). Buyers shall (x) furnish to the Company complete, correct and executed copies of the Financing Agreements promptly upon their execution, (y) give the Company prompt notice of any material breach by any party of any of the Debt Commitment Letters, any alternative financing commitment or the Financing that is available Agreements of which Buyers become aware or any termination thereof and (z) otherwise keep the Buyer’s cash on handCompany reasonably informed of the status of Buyers’ efforts to arrange the Debt Financing (or any replacement thereof). (c) The Company shall, at the sole cost of Buyers, use its commercially reasonable efforts to, and shall cause its Subsidiaries and their respective Representatives to consummate the Transactions and pay any other amounts required to be paid use their commercially reasonable efforts to, provide all cooperation in connection with the consummation arrangement of such Debt Financing and any related financings described in the Debt Commitment Letters (the “Related Financings”) as may be reasonably requested by Buyers (provided that such requested cooperation does not unreasonably interfere with the business of the Transactions Company), including using commercially reasonable efforts to (i) participate in meetings, due diligence sessions, presentations, and sessions with rating agencies, (ii) assist with the preparation of materials for rating agency presentations, registration statements, confidential information memoranda and similar documents required in connection with the Debt Financing or Related Financings, (iii) furnish Buyers and the Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries including the Required Information, (iv) obtain customary accountant’s comfort letters and consents from the Company’s independent auditors with respect to pay the Required Information; and (v) assist with the preparation of any pledge and security documents or other definitive financing documents and facilitating the pledging of collateral as may be reasonably requested by a Buyer, provided that no obligation or pledge of the Company or its Subsidiaries under any such document or agreement shall be effective until the Closing. (d) Each Buyer shall indemnify, severally but not jointly, and hold harmless Sellers and each of their respective directors, officers, managers, employees, stockholders, representatives and Affiliates, from and against any and all Losses suffered or incurred by them in connection with such Buyer’s arrangement of its portion of the Financing, any cooperation provided pursuant to this Section 6.19 and any information utilized in connection therewith, except in the event such Losses arose out of or result from the gross negligence, fraud, willful misconduct or intentional misrepresentation of any Seller, any Company Entity or any such directors, officers, managers, employees, stockholders, representatives and Affiliates. (e) Within fifteen (15) Business Days of the date hereof, Buyers shall provide to the Sellers written notice of any Debt Obligations of the Company Entities that Buyers plan to repay in full at the Closing (which shall include any Interim Debt Obligations). The Company shall, at the sole cost of Buyers, use its commercially reasonable efforts to, and shall cause its Subsidiaries and their respective Representatives to use their commercially reasonable efforts to, provide commercially reasonable cooperation in connection with the repayment of such Debt Obligations. Buyers’ acknowledge and agree that their obligations hereunder are not conditioned in any manner upon the Company obtaining consent under any Contract with respect to a Debt Obligation. For the avoidance of doubt Buyer shall bear (i) the cost of obtaining any consents under Debt Obligations and (ii) any prepayment and other related fees and expenses (“Alternative in connection with prepayment of Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt FinancingObligations contemplated hereby.

Financing. (a) The Buyer shall, and Purchaser shall cause the other members of the Buyer Group to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and doto cause, or cause to be done, all things things, in each case reasonably necessary, proper or advisable to obtain, or cause to be obtained, obtain and consummate the proceeds of the Debt Financing on the terms and conditions as described in the Debt Highly Confident Letter and, if applicable, the Equity Financing CommitmentLetter, including with respect to: using its reasonable best efforts to (i) maintaining negotiate in effect the Debt Financing Commitment good faith and complying with all obligations thereunder; (ii) negotiating, executing and delivering enter into definitive agreements with respect to the Debt Loan Financing as soon as reasonably practicable and (the “Debt Financing Agreements”A) on terms no less favorable than, and otherwise consistent with, the terms and subject to the conditions contained thereinreflected in the Highly Confident Letter, or (B) on such other terms that are acceptable in good faith to the Purchaser; (ii) if required to obtain sufficient funds to complete the transactions contemplated hereby, to negotiate in good faith and enter into one or more equity commitment agreements with respect to the Equity Financing on terms acceptable in good faith to the Purchaser; (iii) satisfying satisfy on a timely basis all conditions in the Debt definitive agreements relating to the Loan Financing Commitment and, if applicable the Equity Financing (the “Financing Definitive Agreements”) and comply with the obligations thereunder applicable to the Buyer’s obligations thereunder Purchaser and complying within its control; (iv) obtain such Third-Party consents as may be reasonably required to be obtained by the Purchaser in connection with the terms thereofFinancing, subject to the Seller’s compliance with Section 6.16(b) where applicable; provided that this covenant shall not require and (v) upon the Buyer to commence any Action against any satisfaction or waiver of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (Financing Definitive Agreements, consummate the Financing on or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time Closing; provided, however, that, notwithstanding anything to the Closing is required contrary contained herein, (1) the Purchaser shall have the right to occur under the terms of this Agreement. In the event substitute other debt or equity financing for all or any portion of the Debt Financing becomes unavailable from the same or alternative financing sources on the terms and conditions contemplated reasonably acceptable to the Purchaser in good faith; and (2) the Purchaser shall not be required to, and the Purchaser shall not be required to cause any other Person to, commence, participate in, pursue or defend any Action against or involving any of the Purchaser’s lenders or investors or other Persons that have or may have agreed to provide any portion of, or otherwise with respect to, the Financing. The Purchaser shall provide the Seller with information on a current basis with respect to (i) the status of its negotiations with respect to definitive agreements relating to the Financing, (ii) satisfaction of all conditions in the Debt Commitment Letterdefinitive agreements relating to the Financing and (iii) such other matters as the Seller may reasonably request relating to the status of the Financing. The Purchaser shall provide the Seller with an executed copy of each definitive credit agreement or equity commitment agreement relating to the Financing promptly following execution thereof in the forms as will be publicly disclosed, together with any other documents or attachments thereto to the extent they contain any material terms or conditions to the Financing not otherwise reflected in the definitive agreement. (b) During the period beginning on the date hereof and ending on the Closing Date, upon the request of the Purchaser, the Buyer Seller shall, and shall use cause its reasonable best efforts to arrange to obtain as promptly as practicableAffiliates and Representatives to, on terms that are not less favorable to cooperate reasonably with the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid Purchaser in connection with the consummation Purchaser’s financing of the Transactions transactions contemplated hereby, including by (i) providing customary information reasonably requested by the Purchaser relating to such financing; and (ii) making commercially reasonable efforts to pay all related fees obtain consents from Third Parties as reasonably necessary and expenses taking such other actions as may reasonably be requested to facilitate the granting of a security interest to the Purchaser’s lenders in the collateral as contemplated by the Loan Financing on the Closing Date; provided that (“Alternative Debt Financing”i) nothing herein shall require such cooperation from the Seller or any of its Subsidiaries to the extent that it would unreasonably interfere with the ongoing operations of the Seller and to obtainits Subsidiaries, and, when obtained, to provide and (ii) neither the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes Seller nor any of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” its Subsidiaries shall be deemed required to include expend any Alternative Debt Financing Commitment Letter funds (other than incidental amounts) or make any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect payment to any Alternative Debt Financing arranged Third Party in connection with its compliance with this Section 9.7(a6.16(b). (c) Purchaser shall, promptly upon request of the Seller, reimburse the Seller (and its Affiliates and Representatives, including the Company and its Subsidiaries) for all reasonable out-of-pocket costs incurred by the Seller, and its Affiliates and Representatives in connection with such cooperation. The Purchaser shall indemnify and hold harmless the Seller and its Affiliates and Representatives for and against any Debt Commitment Letter and Fee Letter remaining all Losses suffered or incurred by them in effect at connection with the time arrangement of the Financing except to the extent such Losses arise from any breach or noncompliance by the Seller, the Company or its Subsidiaries of any covenant or agreement in questionthis Agreement, or the gross negligence or willful misconduct of the Seller or of the Company or its Subsidiaries prior to the Closing. (d) Any information provided to the Purchaser or its Representatives in accordance with this Section 6.16 or otherwise pursuant to this Agreement shall be held by the Purchaser and the term “Debt Financing” its Representatives in accordance with, shall be deemed provided under, and shall be subject to include any such Alternative Debt Financingthe terms of, the Confidentiality Agreement.

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

Financing. (a) The Buyer Parent shall, and shall cause the other members of the Buyer Group its Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable to obtainarrange, or cause to be obtained, the proceeds of obtain and consummate the Debt Financing on the terms and conditions materially not less favorable than those described in the Debt Financing CommitmentLetters (including any flex provisions contained therein) no later than the time at which the Closing is required to occur pursuant to Section 2.3, including with respect to: including, subject in all respects to Section 6.15(d), using its reasonable best efforts to (i) maintaining (A) maintain in effect the Debt Financing Commitment Letters and complying comply with all of their respective obligations thereunder; , (iiB) negotiatingnegotiate, executing enter into and delivering deliver definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms and conditions materially no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions to those described in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence Letters (including any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions flex provisions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfiedtherein), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but so that such agreements are in effect no event will the Buyer be required to do so prior to later than the time at which the Closing is required to occur pursuant to Section 2.3 and (C) solely if the Debt Financing Sources thereunder fail to fund the Debt Financing in accordance with the terms thereof, enforce their rights under the terms Debt Letters and (ii) satisfy on a timely basis all the conditions to the Debt Financing and the definitive agreements related thereto that are in Parent’s (or its Affiliates’) control (it being understood that any condition where the failure to be so satisfied is a direct result of this Agreementthe Company’s failure to comply with Section 6.15(d) shall not be in Parent’s (or its Affiliates’) control). In Without the event prior written consent of the Company, Parent will not permit any portion amendment, supplement, replacement or modification to be made, or any waiver of any provision or remedy under, any of the Debt Letters to the extent that any such amendment, supplement, replacement or modification to be made to, or any waiver of any provision or remedy under, the Debt Letters would (i) add new conditions or expand any existing conditions to the consummation or availability of the Debt Financing becomes unavailable on the terms and conditions contemplated as compared to those in the Debt Commitment LetterLetters as of the date hereof, (ii) reduce the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing such that is the aggregate funds that would be available on the Closing Date, together with other immediately available cash resources of the Parent, would not be sufficient to pay the Merger Consideration and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions Transactions, (iii) adversely affect the ability of the Parent to enforce its rights against the Debt Financing Sources party to the Debt Letters in the event such Debt Financing Sources fail to fund the Debt Financing in accordance with the terms of such Debt Letters or (iv) reasonably be expected to prevent, materially delay or impair the consummation of the Debt Financing contemplated hereby, it being understood and agreed that in any event, Parent may, without the written consent of the Company, amend, supplement, or otherwise modify or waive its rights under any Debt Letter to pay all related fees and expenses (“Alternative i) terminate any Debt Financing”) and Letter in order to obtain, andSubstitute Debt Financing sources in lieu of the Debt Financing in accordance with the terms in Section 6.15(b) or (ii) add and appoint additional arrangers, when obtainedbookrunners, underwriters, agents, lenders and similar entities, to provide for the assignment and reallocation of a portion of the financing commitments contained therein (it being understood that the aggregate commitments of the Debt Financing Sources party to the Debt Letters prior to such amendment or modification (but not the aggregate commitments thereunder) may be reduced in the amount of such additional party’s commitment). Parent shall as promptly as practicable (and in any event within two (2) Business Days thereof) provide the Company with copies of any replacement, amendment or waiver of any Debt Letters; provided that, in the case of any fee letter (including any exhibits, schedules and annexes thereto, or any replacement, amendment or waiver thereof), the fee amounts, pricing caps and the rates, amounts and other economic terms included in the “market flex” and certain other economic terms contained therein may be redacted so long as none of such redacted provisions adversely affect the conditionality, enforceability or termination provisions of the Debt Letters or reduce the aggregate principal amount of the Debt Financing contemplated thereby. (b) Parent shall, to the extent requested by the Company from time to time, keep the Company reasonably informed on a copy ofreasonably current basis of the status of the Debt Financing and material developments with respect thereto. Parent shall as promptly as practicable after obtaining Knowledge thereof (and in any event within two (2) Business Days thereof), a new financing commitment that provides for such Alternative give the Company written notice of any (i) breach or default by Parent, its Affiliates, any Debt Financing Source party to or any other party to the Debt Letters or any definitive document related to the Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee lettersevent or circumstance, for the avoidance with or without notice, lapse of doubttime, may be redacted in the same manner as the Fee Letters) with respect or both, would give rise to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.breach or default),

Financing. (a) The Buyer shall, Acquiror and Acquiror Sub shall comply with all terms of the Commitment Letters and shall cause take all actions required on their part under the other members terms of the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letters, including without limitation, providing the Lenders with respect to: all information that they may request and entering into appropriate loan agreements or other agreements in order to obtain the Financing. (b) In the event that (i) maintaining any Lender shall notify Acquiror or Acquiror Sub that it is withdrawing or terminating the Commitment Letters or that any of the conditions to the Financing in effect the Debt Financing Commitment Letters cannot be satisfied and complying with all obligations thereunder; will not be waived or (ii) negotiating, executing and delivering definitive agreements with respect Acquiror has agreed to any amendment to the Debt Commitment Letters that establish additional conditions to the Lenders' obligations to provide the Financing or otherwise makes it more difficult for Acquiror to obtain the Financing (unless Holdings has agreed in writing that Acquiror can effect any such amendment) (each a "Funding Termination Event"), then Acquiror shall immediately notify Holdings of such Funding Termination Event. In the “Debt event all or any portion of the Financing Agreements”) becomes unavailable for any reason under the Commitment Letters, Acquiror shall use its commercially reasonable efforts to secure all or such portion of the Financing on terms no less favorable than, and otherwise consistent with, in the aggregate to Acquiror than the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to . Acquiror shall immediately notify Holdings if any Lenders shall notify Acquiror or Acquiror Sub that it is amending the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.

Financing. (a) The Buyer shallEach of Parent and Merger Sub shall use, and shall cause the other members of the Buyer Group toits Affiliates to use, its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be donedone (including, if necessary, enforcement of their respective rights under the Facility Agreement), all things necessary, proper or advisable to obtain, or cause to be obtained, consummate and obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentFacility Agreement, including with respect to: using (and causing their Affiliates to use) their respective reasonable best efforts to (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiatingsatisfy, executing and delivering definitive agreements with respect or cause their Representatives to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable thansatisfy, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions applicable to Parent, Merger Sub or their Representatives in such definitive agreements, and (ii) cause the lenders and any other Persons providing the Financing (the "Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources Sources") to fund the Debt Financing, but in no event will Financing at the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this AgreementEffective Time. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterFacility Agreement, the Buyer Parent and Merger Sub shall use its their respective reasonable best efforts to arrange to obtain and obtain, as promptly as practicablepracticable following the occurrence of such event, alternative financing from alternative sources, on terms that are not materially less favorable in the aggregate to Parent and Merger Sub (and their respective Affiliates) than those set forth in the Buyer than Facility Agreement as in effect on the Debt Financing contemplated by such Debt Commitment Lettersdate of this Agreement, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on handavailable, to consummate the Transactions and pay transactions contemplated by this Agreement (the "Alternative Financings"); provided, that, notwithstanding anything to the contrary in this Section 6.9 or in any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes provision of this Agreement, in no event shall Parent or Merger Sub be required to amend or waive any of the terms “Debt Commitment Letter” or conditions hereof. Parent shall deliver to the Company as promptly as practicable (and “Fee Letter” no later than two Business Days) after such execution, true and complete copies of all agreements or other arrangements pursuant to which any such alternative sources shall be deemed have committed to include provide any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financings (the "Alternative Financing Commitment Letter Agreements "). (which b) To the extent applicable and subject to the terms and conditions of this Agreement, Parent and Merger Sub shall use their respective reasonable best efforts to obtain the Alternative Financing on the terms and conditions described in the Alternative Financing Agreements. Each of Parent and Merger Sub shall use its reasonable best efforts to: (i) maintain in effect the Alternative Financing Agreements, (ii) satisfy on a timely basis all conditions in the Alternative Financing Agreements within its control, (iii) cause the financing sources for the Alternative Financing to fund the Alternative Financing at the Effective Time; and (iv) enforce its rights under the Alternative Financing Agreements. (c) Neither Parent nor Merger Sub shall permit any amendment or modification to be made to, or consent to any waiver of any provisions or remedy under, the Facility Agreement and if applicable, the Alternative Financing Agreements, if such fee lettersamendment, for modification or waiver (i) reduces the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount) contemplated in the Facility Agreement and if applicable, the Alternative Financing Agreements, (ii) imposes new or additional conditions that would reasonably be expected to (x) prevent or materially delay the ability of Parent to consummate the Merger and the other transactions contemplated hereby or (y) adversely impact the ability of the Company, Parent or Merger Sub to enforce its rights against the other parties to the Facility Agreement and if applicable, the Alternative Financing Agreements. For the avoidance of doubt, may be redacted in the same manner foregoing shall not prohibit Parent from amending the Facility Agreement to add additional lender(s) (and Affiliates of such additional lender(s)) as a party thereto. Parent shall not release or consent to the Fee Letterstermination of the obligations of any party to provide the Financing under the Facility Agreement and, if applicable, the Alternative Financing Agreements. Parent shall give the Company notice promptly (i) upon becoming aware of any breach of any material provisions of, or termination by any party to, the Facility Agreement and, if applicable, the Alternative Financing Agreements or (ii) upon the receipt of any written or oral notice or other communication from any Person with respect to any threatened breach or threatened termination by any party to the Facility Agreement and, if applicable, the Alternative Debt Financing arranged Agreements. Parent shall keep the Company reasonably informed on a reasonably current basis of the status of Parent's efforts to arrange any Alternative Financing, if applicable. (d) The Company shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its Representatives to, use their reasonable best efforts to cooperate with Parent's reasonable requests in compliance connection with the arrangement consummation and funding or draw-down of the Financing and if applicable, the Alternative Financing Agreements; provided that (i) the Company and its Affiliates (as applicable) shall not be required to pay or agree to pay any fees or reimburse any expenses or give any indemnities to any Person prior to the Effective Time and (ii) such cooperation by the Company or its Affiliates (as applicable) shall not be required to the extent such cooperation unreasonably interferes with the Company's or its Affiliates' (as applicable) on-going operations. (e) Parent shall, promptly upon termination of this Agreement, (i) reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company in connection with cooperation provided for in Section 6.9(d) and (ii) reimburse the Company and its Representatives for any and all losses suffered or incurred by it in connection with the arrangement of the Financing or, if applicable, the Alternative Financing, and any information utilized in connection therewith (other than information provided by the Company or any of its Subsidiaries). All non-public or otherwise confidential information regarding the Company and its Subsidiaries obtained by Parent, Merger Sub, its Affiliates or their respective Representatives pursuant to this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” 6.9 shall be deemed kept confidential in accordance with the terms of the Confidentiality Agreement. Parent and Merger Sub acknowledge and agree that the Company and its Affiliates and its and their respective Representatives shall not, prior to include the Effective Time, incur any such Alternative Debt Financingliability to any person under any financing that Parent and Merger Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 6.9.

Financing. (a) The Buyer shall, and shall cause the other members of the Buyer Group to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, as promptly as possible, all things necessary, proper advisable or desirable to (i) satisfy on a timely basis all terms, conditions, representations and warranties applicable to Buyer set forth in the Commitment Letters (including any flex provisions) (or, if deemed advisable by Buyer, seek a waiver of conditions applicable to obtainBuyer contained in the Commitment Letters) (and, for the avoidance of doubt, this clause (i) shall have no effect where the failure to satisfy such terms, conditions, representations and warranties results directly from the Sellers’ failure to furnish the Required Information or breach of their obligations hereunder in a manner that would cause the condition in Section 10.2 not to be satisfied), (ii) maintain in effect the Commitment Letters through the Closing Date (as such may be amended, supplemented, modified and replaced in accordance with the terms hereof), (iii) negotiate and enter into Debt Financing Documents and enforce its rights under the Debt Commitment Letters (other than pursuant to any Action taken prior to the satisfaction or waiver of the conditions set forth in Article X and Article XI hereunder) and (iv) upon satisfaction of the conditions set forth in the Commitment Letters, consummate the Financing at the Closing; provided, however, that, if all or any portion of funds in the amounts and on the terms set forth in the Debt Commitment Letters become, or cause would be reasonably expected to be obtainedbecome, the proceeds of the Debt Financing unavailable to Buyer on the terms and conditions described in the Debt Financing Commitment, set forth therein (including with respect to: (iany “flex” provisions related thereto) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources such portion is reasonably required to fund the Debt Financingtransactions contemplated by this Agreement and all fees, but in no event will the expenses and other amounts contemplated to be paid (or caused to be paid) by Buyer be required pursuant to do so prior to the time the Closing is required to occur under the terms of this Agreement. In , in each case other than as a result of a breach by Sellers of any representation, warranty or covenant contained in this agreement in a manner that would cause the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterSection 10.1 or Section 10.2 not to be satisfied, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, substitute alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Financing”) for all or such portion of such funds to the extent so unavailable, (i) in amounts and otherwise on terms and conditions no less favorable to Buyer than as set forth in the applicable Debt Commitment Letter and (ii) that does not expand upon the conditions precedent or contingencies to funding the Financing on the Closing Date as set forth in the applicable Debt Commitment Letter or Debt Financing Commitment Letter”)Documents with respect to the Alternative Financing; provided, further, that, if Buyer proceeds with Alternative Financing, it shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Section 8.5 as with respect to the Debt Financing. For the purposes avoidance of this Agreementdoubt, references to the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include such document as permitted or required by this Section 8.5 for such Alternative Financing from the time of such substitution. (b) Buyer shall provide prompt written notice of (i) any Alternative Debt Financing Commitment Letter material breach or default (or any fee letter referred event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to in such Alternative Debt give rise to any material breach or default) by Buyer under the Commitment Letters, or to the knowledge of Buyer, any other party to the Commitment Letters or definitive agreement related thereto and (ii) receipt by Buyer of any written notice or other written communication from any party to the Commitment Letters with respect to any actual or threatened material breach, default, termination or repudiation by any party to the Commitment Letters or any definitive agreement related thereto or any provision of the Financing or any definitive agreement related thereto (including any proposal by any Financing Source to withdraw, terminate, reduce the amount of financing necessary to consummate the transactions contemplated hereby or materially delay the timing of the financing contemplated by Commitment Letters). Buyer shall not consent to (i) any replacement, amendment or waiver of any provision or remedy under any Commitment Letter (which such fee lettersincluding, for the avoidance of doubt, may any provision of any fee letter or engagement letter related thereto) without Sellers’ prior written consent if such replacement, amendment or waiver (A) reduces the aggregate amount of the Financing (including by changing the amount of fees to be redacted paid or original issue discount thereof, unless, in the same case of the Debt Commitment Letters, any such change is matched from Alternative Financing to the extent required or permitted pursuant to Section 8.5(a)), unless such portion is not reasonably required to fund the transactions contemplated by this Agreement or (B) imposes new or additional conditions precedent or changes the conditions precedent to the Financing or otherwise changes the terms of the Financing, in each case, in a manner that would reasonably be expected to delay in any material respect or prevent the Closing or make the funding of the Financing materially less likely to occur or adversely impact in any material respect Buyer’s ability to enforce its rights under any such Commitment Letter or to consummate the transactions contemplated hereby (for the avoidance of doubt, it is understood that, subject to the limitations set forth in this Section 8.5, Buyer may amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities, but if and only if the addition of such additional parties, individually or in the aggregate, and together with any amendments or modifications to such Debt Commitment Letter in connection therewith, would not result in the occurrence of a modification to such Commitment Letter prohibited by this clause (i)) and (ii) termination of such Commitment Letter prior to the Closing Date (unless, in the case of the Debt Commitment Letter, Buyer has arranged for Alternative Financing to the extent permitted or required by Section 8.5(a)). Buyer shall provide to Sellers copies of any commitment letter associated with a replacement Financing or Alternative Financing as well as any amendment or waiver of any Commitment Letter. For the Fee Letters) with respect avoidance of doubt, references to any Alternative Debt Financing arranged “Commitment Letter” shall include as such Commitment Letter is modified in compliance accordance with this Section 9.7(a8.5(b) (and any Debt Commitment Letter and Fee Letter remaining in effect at from the time in question) and the term “Debt Financing” shall be deemed to include any of such Alternative Debt Financingmodification.

Financing. (a) The Buyer shall, and Assignee shall cause the other members of the Buyer Group to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange, obtain, or cause to be obtained, the proceeds of and consummate the Debt Financing on the terms and conditions described in the Debt Financing Commitment, including with respect to: Commitment Letter on or prior to the Closing Date. Such actions shall include (i) maintaining in full force and effect the Debt Financing Commitment and complying Letter in the form provided to Assignor concurrently with all obligations thereunder; the execution of this Agreement, (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties conditions precedent and covenants to the Debt Financing Commitment or applicable to Assignee that are to be satisfied by Assignee, (iii) negotiating, executing, and delivering definitive documents (“Debt Financing Documents”) that reflect the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions terms contained in the Debt Commitment Letter have been satisfied (including, as necessary, agreeing to any requested changes to the commitments thereunder in accordance with any “flex” provisions contained in the Debt Commitment Letter or upon funding will be satisfiedany related fee letter), in each case which terms shall not in any respect materially expand on the Buyer shall cause conditions to the funding of the Debt Financing Sources to fund Proceeds at the Closing or reduce the aggregate amount of the Debt FinancingFinancing Proceeds available to be funded on the Closing Date, but (iv) promptly commencing the syndication activities contemplated by the Debt Commitment Letter, if any, (v) drawing the full amount of the Debt Financing Proceeds, and (vi) fully enforcing its rights under the Debt Commitment Letter and the Debt Financing Documents in no event will order to consummate the Buyer be required to do so Debt Financing at or prior to the time Closing. Assignee shall not, and shall not permit any of its Affiliates or representatives to, without the Closing is required prior written consent of Assignor, take or fail to occur take any action or enter into any transaction that could reasonably be expected to materially impair, delay or prevent the consummation of the Debt Financing contemplated by the Debt Commitment Letter except as waived by lender. Assignee shall comply with all of its obligations under each of the terms Debt Financing Documents. Assignee shall not permit or consent to (i) any amendment, supplement or modification to be made to the Debt Commitment Letter if such amendment, supplement or modification would materially (a) change, expand or impose new conditions precedent to the funding of this Agreement. In the event any Debt Financing Proceeds from those set forth therein on the date hereof; (b) change the timing of the funding of the Debt Financing Proceeds thereunder or reasonably be expected to impair, delay or prevent the availability of all or a portion of the Debt Financing becomes unavailable Proceeds or the consummation of the transactions contemplated by this Agreement; (c) reduce the aggregate cash amount of the Debt Financing Proceeds (including by changing the amount of fees to be paid or original issue discount of the Debt Financing (except as set forth in any “flex” provisions existing on the terms and conditions date hereof)); or (d) otherwise adversely affect the ability of Assignee to consummate the transactions contemplated by this Agreement or the timing of the Closing; (ii) any waiver of any provision or remedy under the Debt Commitment Letter (other than a condition to funding in favor of the lenders thereunder); or (z) early termination of the Debt Commitment Letter. Notwithstanding the foregoing, in no event shall the Buyer shall use its reasonable best efforts to arrange failure of Assignee to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion all or any part of the Debt Financing that is available and Proceeds prior to or on the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” Closing Date shall be deemed permitted to include any Alternative Debt Financing Commitment Letter delay or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for impair the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt FinancingClosing.

Financing. (a) The Buyer shall, Parent and the Purchaser shall cause the other members of the Buyer Group to, 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 obtain, or cause to be obtained, the proceeds of arrange and obtain the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letter, including with respect to: using commercially reasonable efforts to (ia) maintaining maintain in effect the Debt Financing Commitment Letter and complying with all obligations thereunder; (ii) negotiating, executing negotiate and delivering enter into definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; reflected in the Debt Commitment Letter or on other terms reasonably acceptable to Parent and the Purchaser, (iiib) satisfying satisfy on a timely basis all material conditions applicable to Parent and the Purchaser in such definitive agreements that are within their control, (c) consummate the Debt Financing Commitment applicable at such time or from time to the Buyer’s time as is necessary for Purchaser to satisfy its obligations thereunder and complying with the terms thereof; provided that under this covenant shall not require the Buyer to commence any Action against any of the other parties to Agreement (d) enforce its rights under the Debt Financing Commitment Letter; provided, however, that Parent or Purchaser shall have the definitive documentation right to substitute alternative financing for the Debt Financing, if any, Commitment Letter with respect thereto. In a different letter or a letter from alternative lenders so long as such substitute letter is subject to financing conditions that are at least as favorable to Parent and Purchaser as the event that all financing conditions contained set forth in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this AgreementLetter. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterLetter for any reason, Parent and the Buyer Purchaser shall use its their commercially reasonable best efforts to arrange to obtain as promptly as practicable, alternative financing on terms that are not no less favorable to the Buyer Purchaser than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, from alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide as promptly as practicable following the Company with a copy of, a new financing commitment that provides for occurrence of such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”)event. For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted Parent’s and the Purchaser’s obligation to consummate the Offer, the Merger and the other transactions contemplated by this Agreement are not (and shall not be) subject to any financing condition. (b) In the period between the date of this Agreement and the Effective Time, upon request of Parent, the Company shall, and shall use commercially reasonable efforts to cause its Subsidiaries, and its and their Affiliates and Representatives to, reasonably cooperate with Parent in connection with its financing of the transactions contemplated in this Agreement, including using commercially reasonable efforts to (i) participate in meetings and road shows, if any; (ii) provide information reasonably requested by Parent relating to such financing; (iii) assist in the same manner as preparation of offering memoranda, private placement memoranda, prospectuses and similar documents of Parent; and (iv) obtain the Fee Lettersconsent of, and customary comfort letters from, Ernst & Young, LLP (including by providing customary management letters and requesting legal letters to obtain such consent) if necessary or desirable for Parent’s use of the Company’s financial statements. Parent shall promptly, upon request by the Company, reimburse the Company for all documented out-of-pocket expenses incurred by the Company or its Affiliates or Representatives in connection with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingcooperation.

Financing. (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Purchaser’s obligations hereunder are not conditioned in any matter upon Purchaser obtaining any financing. The Buyer shallfailure, for any reason, of Purchaser to deliver sufficient funds to pay the Initial Purchase Price on the Closing Date shall constitute a willful and material breach of this Agreement. In addition, for the avoidance of doubt, Purchaser acknowledges and agrees that the existence of any conditions contained in the Commitment Letters or the Financing shall cause not constitute, nor be construed to constitute, a condition to the other members consummation of the Buyer Group totransactions contemplated hereby; it being acknowledged, takehowever, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, that the proceeds foregoing does not impact the rights of the Debt Parties to rely on the conditions to the Closing set forth in this Agreement. (b) Purchaser shall use its reasonable best efforts to (i) arrange the Bridge Financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letter, including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiatingto the extent the funding thereunder is required to finance the transactions contemplated hereby, executing and delivering enter into a definitive agreements agreement with respect to the Debt Financing (the “Debt Financing Agreements”) thereto on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; in the Commitment Letter in no event later than the Closing, and (iii) satisfying on a timely basis all conditions in consummate the Debt Bridge Financing Commitment applicable or other financing sufficient to permit the Buyer’s obligations thereunder Company to pay the Initial Purchase Price and complying with such other amounts payable by it pursuant to this Agreement (the terms thereof; provided that this covenant shall not require “Financing”) no later than the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect theretoClosing. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Bridge Financing becomes unavailable on in the terms and conditions manner or from the sources contemplated in the Debt Commitment Letter, the Buyer (A) Purchaser shall immediately notify Seller and (B) Purchaser shall use its reasonable best efforts to arrange to obtain as promptly as practicableany such portion from alternative sources, on terms that are not less favorable materially more adverse to the Buyer than the Debt Financing contemplated by such Debt Commitment LettersCompany or Seller, as applicablepromptly as practicable following the occurrence of such event, alternative sources of financing in an amount sufficient, when added including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the portion first or second sentence of this Section 4.12(b) being referred to as the “Financing Agreements”). Purchaser shall (x) furnish to Seller complete, correct and executed copies of the Debt Financing Agreements promptly upon their execution, (y) give Seller prompt notice of any material breach by any party of the Commitment Letter, any alternative financing commitment or the Financing Arrangements of which Purchaser becomes aware or any termination thereof and (z) otherwise keep Seller reasonably informed of the status of Purchaser’s efforts to arrange the Financing. (c) Purchaser acknowledges and agrees that is available Seller and the Buyer’s cash on hand, to consummate the Transactions Company and pay their respective Affiliates and employees have no responsibility for any other amounts required to be paid financing that Purchaser may raise in connection with the consummation transactions contemplated hereby; provided, however, that Seller has agreed to cooperate with Purchaser as set forth in Section 4.12(d). (d) The Company and the Seller shall, and shall cause the Subsidiaries of the Transactions Company to, use commercially reasonable efforts to cause their officers, employees, representatives and advisors to, provide such cooperation as may be reasonably requested by Purchaser in connection with the Financing and the consummation thereof, including (i) participating in a reasonable number of due diligence sessions (including without limitation accounting and legal diligence sessions); (ii) assisting in reviewing prospectuses, confidential bank memoranda, offering memoranda and similar documents; (iii) providing as promptly as reasonably practicable to pay all related fees Purchaser and expenses its financing sources the information set forth on Schedule 4.12(d) (the “Alternative Debt FinancingRequired Information”) and (iv) providing authorization letters to obtain, and, when obtained, the Lenders authorizing the distribution of information to provide other prospective lenders and containing a customary representation to the arrangers of the Bridge Financing contemplated by the Commitment Letter that the information concerning the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (and its Subsidiaries contained in any confidential information memorandum contemplated by the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that the actions of the Company in the foregoing clauses (i) through (iv) do not (A) unreasonably interfere with the ongoing operations of Seller or the Company or any fee letter referred of the Subsidiaries of the Company or (B) require Seller or the Company or any of the Subsidiaries of the Company to in such Alternative Debt Financing Commitment Letter (which such fee letterspay any out-of-pocket fees or expenses, for or incur any liability, prior to the avoidance of doubt, may be redacted in Closing that are not simultaneously reimbursed or indemnified by the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt FinancingPurchaser.

Financing. Purchaser shall (ai) The Buyer shall, and shall cause use commercially reasonable efforts to ensure that the other members of the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letter are fulfilled on or before September 30, including with respect to: (i) maintaining in effect the Debt Financing Commitment 2001 and complying with all obligations thereunder; (ii) negotiatingpromptly inform the Company in writing (a "FINANCING NOTICE") if at any time (A) the Commitment Letter ceases to be in full force and effect, executing and delivering definitive agreements with respect (B) Purchaser becomes aware of any fact, occurrence or condition that would cause the Commitment Letter to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against be terminated or ineffective or any of the other parties conditions therein not to be met, unless Purchaser reasonably believes that any such fact, occurrence or condition may be cured by Purchaser or waived by the lender thereunder within thirty (30) calendar days of the date on which Purchaser became aware of such fact, occurrence or condition, or (C) Purchaser believes that the funding pursuant to the Debt Commitment Letter in the full amount of the Financing is not likely to occur. Notwithstanding anything to the contrary contained in this Agreement, in the event that Purchaser is able to obtain Financing from a financing source other than pursuant to the Commitment Letter on terms at least as favorable and no more burdensome to the Company than the terms contained in the Commitment Letter, Purchaser may terminate the Commitment Letter in favor of a new commitment letter and Financing from such new or alternative financing source (a "New Commitment Letter"), provided that Purchaser shall not have the definitive documentation for right to terminate the Debt FinancingCommitment Letter in favor of a New Commitment Letter if such termination would delay the consummation of the Merger past October 15, if any, with respect thereto2001. In the event that all conditions contained in Purchaser shall terminate the Debt Commitment Letter have been satisfied (or upon funding will in favor of a New Commitment Letter, references in this Agreement to the Commitment Letter shall be satisfied)replaced with references to the New Commitment Letter such that Purchaser's obligations with respect to delivering a Financing Notice shall apply to such New Commitment Letter, the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but and in no event will shall the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion replacement of the Debt Financing becomes unavailable on Commitment Letter for a New Commitment Letter limit the terms and conditions contemplated Company's termination rights in the Debt Commitment Letter, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”)Article X hereof. For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in any termination of the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee in favor of a New Commitment Letter remaining in effect at the time in question) and the term “Debt Financing” accordance with Section 8.13 shall be deemed to include any such Alternative Debt Financingnot constitute a breach of this Agreement.

Financing. (a) The IDB Buyer acknowledges and agrees that Seller and its Affiliates and its and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, any financing that IDB Buyer may raise in connection with the transactions contemplated by this Agreement and that IDB Buyer shall indemnify and hold harmless Seller and its Affiliates and its and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing (including any claims asserted by the Financing Sources) and any information utilized in connection therewith. (b) IDB Buyer shall, and shall cause the other members of the Buyer Group its Representatives and Affiliates to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtainarrange and consummate the Debt Financing as soon as reasonably practical after the date of this Agreement, or cause but in any event prior to be obtained, the Closing and to obtain the proceeds of the Debt Financing on the terms and conditions conditions, taken as a whole (including the flex provisions) described in the Debt Financing CommitmentCommitment Letter, including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering all such documents and instruments as may be reasonably required thereunder, including definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) financing on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause "Debt Financing Documents") and: (i) complying with and maintaining in effect the Debt Financing Sources to fund and the Debt FinancingCommitment Letter, negotiating and entering into definitive Debt Financing Documents with respect thereto (and maintaining in effect and complying with the terms thereof) on the terms and conditions (as such terms may be modified or adjusted in accordance with the terms of, and within the limits of, any "flex" provisions set forth in the Debt Commitment Letter (including as specified in any Fee Letter provided pursuant to Section 3.11)) no less favorable, taken as a whole, to IDB Buyer than those contained in the Debt Commitment Letter, which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Closing Date; provided, however, that, without limiting the foregoing, in no event shall any of the Debt Financing Documents (nor shall any amendment, supplement, waiver or other modification thereto be reasonably expected to): (A) reduce the aggregate amount of the Debt Financing provided for in the Debt Commitment Letter (including by changing the amount of fees or original issue discount contemplated by the Debt Commitment Letter other than, solely with respect to original issue discount, as expressly set forth therein unless after giving effect to the maximum amount of any such deduction, the aggregate net proceeds from the Debt Financing are and will be sufficient in amount to provide IDB Buyer with the funds necessary to consummate the transactions contemplated hereby and to satisfy its obligations under this Agreement, including to pay the Purchase Price, and the payment of all fees, costs and expenses to be paid by IDB Buyer related to the transactions contemplated by this Agreement, including such fees and expenses relating to the Debt Financing); (B) expand the conditions or other contingencies to the receipt or funding of the Debt Financing beyond those expressly set forth in the Debt Commitment Letter, amend or modify any of such conditions or other contingencies in a manner adverse to IDB Buyer or Seller (including by making any such conditions or other contingencies less likely to be required satisfied) or impose any new or additional condition or other contingency to do so prior the receipt or funding of the Debt Financing; (C) contain terms (other than those terms expressly set forth in the Debt Commitment Letter that would reasonably be expected to (1) prevent, impede or delay the consummation of the transactions contemplated by this Agreement or the Debt Commitment Letter or the date on which the Debt Financing would be obtained, or (2) make the funding of Debt Financing less likely to occur; (D) adversely impact the ability of IDB Buyer to enforce its rights against the Financing Sources; or (E) impose obligations on Seller and its Affiliates; (ii) satisfying, or causing its Representatives to satisfy, as promptly as practicable and on a timely basis all conditions to the Debt Financing contemplated by the Debt Commitment Letter and Debt Financing Documents relating thereto (including by paying any commitment, engagement or placement or other fees that become due and payable under or with respect to the Debt Commitment Letter or Debt Financing Documents); (iii) accepting (and complying with) to the fullest extent all "market flex" provisions contemplated by the Debt Commitment Letter and the Debt Financing Documents; (iv) obtaining all rating agency approvals necessary to obtain the Debt Financing; (v) enforcing its rights under the Debt Commitment Letter and Debt Financing Documents in the event of a breach by the Financing Sources under the Debt Commitment Letter and Debt Financing Documents relating thereto; and (vi) causing the Financing Sources and any other Persons providing Debt Financing to fund the Debt Financing in immediately available funds at the time the Closing is required to occur under pursuant to the terms and conditions hereof. (c) IDB Buyer shall not agree to or permit any amendment, supplement or other modification or replacement of, or grant any waiver of any condition, remedy or other provision under, the Debt Commitment Letter or the Debt Financing Documents without the prior written consent of Seller if such amendment, supplement, modification, replacement or waiver would or would reasonably be expected to (i) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees or original issue discount contemplated by the Debt Commitment Letter other than, solely with respect to original issue discount, as expressly set forth therein unless after giving effect to the maximum amount of any such deduction, the aggregate net proceeds from the Debt Financing are and will be sufficient in amount to provide IDB Buyer with the funds necessary to consummate the transactions contemplated hereby and to satisfy its obligations under this Agreement, including to pay the Purchase Price, and to pay all fees, costs and expenses to be paid by IDB Buyer related to the transactions contemplated by this Agreement, including such fees and expenses relating to the Debt Financing), from that contemplated by the Debt Commitment Letter delivered as of the date hereof, (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt or funding of the Debt Financing in a manner adverse to Seller or IDB Buyer, (iii) make it less likely that the Debt Financing would be funded (including by making the conditions to obtaining the Debt Financing less likely to occur) or otherwise prevent or delay or impair the ability or likelihood of IDB Buyer to timely consummate the transactions contemplated by this Agreement, (iv) adversely impact the ability of IDB Buyer to enforce its rights against the other parties to the Debt Commitment Letter or (v) otherwise contravene the limitations set forth in Section 5.16(b)(i)(A)-(E). IDB Buyer shall not agree to the withdrawal, repudiation, termination or rescission of the Debt Commitment Letter or Debt Financing Documents or any provision thereof without the prior written consent of Seller. Upon any amendment, supplement or modification of the Debt Commitment Letter in accordance with this Section 5.16(c), IDB Buyer shall deliver a copy thereof to Seller and references herein to "Debt Commitment Letter" shall include such documents as amended, supplemented or modified in compliance with this Section 5.16(c) and references to "Debt Financing" shall include the financing contemplated by the Debt Commitment Letter as amended, supplemented or modified in compliance with this Section 5.16 and the financing contemplated by the Debt Financing Documents entered into in compliance with this Section 5.16, as applicable. (d) In the event that all or any portion of the Debt Financing becomes or could become unavailable on the terms and conditions (including any "flex" provisions) or from the sources contemplated in the Debt Commitment LetterLetter or the Debt Financing Documents for any reason or the Debt Commitment Letter or the Debt Financing Documents shall be withdrawn, repudiated, terminated or rescinded for any reason (but without limiting the obligations of IDB Buyer in the penultimate sentence of Section 5.16(c) and in Section 5.16(b)(v) ), (i) IDB Buyer shall use its reasonable best efforts to immediately so notify Seller and (ii) IDB Buyer shall arrange to obtain and obtain, as promptly as practicable, on terms that are not less favorable to practicable following the Buyer occurrence of such event (and in any event no later than the Debt Financing contemplated by such Debt Commitment LettersClosing Date), as applicableand shall negotiate and enter into definitive agreements with respect to, alternative financing from the same or alternative sources of financing (the "Alternative Financing") in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, sufficient to consummate the Transactions transactions contemplated by this Agreement and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative or replace any unavailable portion of the Debt Financing”) ), and to obtain, and, when obtained, to provide the Company with a copy of, shall obtain a new financing commitment that provides for such Alternative Debt Financing letter (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” including any associated engagement letter and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any related fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Lettersletter) with respect to any such Alternative Financing (collectively, the "New Debt Financing arranged in compliance with this Section 9.7(a) (and any Commitment Letter"), copies of which shall be promptly provided to Seller. Notwithstanding the foregoing, no New Debt Commitment Letter and Fee may expand upon the conditions precedent or contingencies to the funding or receipt of the Debt Financing on the Closing Date as set forth in the Debt Commitment Letter remaining in effect at on the time in questiondate hereof or otherwise include terms (including any "flex" provisions) and that would reasonably be expected to make the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.likelihood that such

Financing. (a) The Buyer shallNotwithstanding anything in this Agreement to the contrary, Purchaser acknowledges and agrees that the obtaining of the Financing is not a condition to Closing or the consummation of the Transaction, and that, irrespective and independently of the availability of the Financing, Purchaser shall be obligated to pay the Closing Purchase Price and meet all its financial obligations under this Agreement and the Ancillary Agreements, subject only to the satisfaction or waiver of the conditions set forth in Article VII. (b) From the date of this Agreement until the Closing Date, Purchaser shall use its reasonable best efforts to, and shall cause the other members of the Buyer Group its Affiliates to use their reasonable best efforts to, take, take or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, (i) consummate and obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentDocuments, including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing maintain in effect and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable thancomply, and otherwise consistent withif applicable cause its Affiliates to comply, with their respective obligations under the terms and conditions contained therein; and Financing Documents, (iii) satisfying on a timely basis all conditions in enforce its rights, or cause its Affiliates to enforce their rights, under the Debt Financing Commitment applicable to the Buyer’s obligations thereunder Documents and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so Financing at or prior to Closing in accordance with their terms and conditions and (iv) no later than the Confirmation Date, satisfy or obtain the waiver of the Financing Conditions Precedent (other than the occurrence of the Unconditional Date and Closing and satisfaction of the Relevant Certain Funds Conditions Precedent) (it being understood that nothing in this Agreement shall prevent Purchaser or any Purchaser Financing Party from seeking to obtain alternative financing for the Transaction on better market, credit, economic or legal terms than those terms described in the Financing Documents; provided, that no such alternative financing shall release Purchaser or any Purchaser Financing Party from consummating the Financing unless and until such alternative financing is funded on the Closing Date or funded into escrow in accordance with the escrow requirements set forth in clause (1) below). Purchaser shall not and shall not permit any of its Affiliates to amend, restate, modify, terminate, replace, or assign all or a portion of any Financing facilities (or commitments thereof) described in, or agree to any waiver of any provisions under, any Financing Document, in each case without the prior written consent of Seller, if such amendment, restatement, modification, termination, replacement, assignment or waiver (1) reduces the aggregate amount of the Financing (including by increasing the amount of fees to be paid) to an amount that is insufficient to consummate the Transaction (taking into account the available cash resources of Purchaser and its Affiliates to the extent funded at the time of such reduction into an escrow account in the Closing name of the applicable Purchaser Financing Party with a reputable financial institution (presently expected to be an affiliate of the Financing Sources) reasonably satisfactory to Seller (it being understood that Citibank, N.A., London Branch is required reasonably satisfactory to occur under Seller), that acts as escrow agent in international financial or capital markets in the ordinary course of its business, subject to the terms of this Agreement. In an escrow agreement customary for acquisition financings of a similar nature that is reasonably satisfactory to Seller and consistent with the event terms of the Financing Documents, solely for the purpose of funding the Transaction at Closing and with conditions for the release of the amounts therein no more onerous than the conditions applicable to the relevant facility under the Financing Documents), including the payment of all fees, premiums and expenses associated therewith, (2) imposes new or additional conditions or any contingencies or otherwise expands upon, amends or otherwise modifies any of the conditions to the receipt of any portion of the Debt Financing becomes unavailable on (including any amendment or modification of the terms and conditions contemplated in Financing Conditions Precedent or the Debt Commitment LetterRelevant Certain Funds Conditions Precedent), (3) would or might reasonably be expected to prevent, impede or delay (x) the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to occurrence of Closing or (y) the Buyer satisfaction or waiver of the Financing Conditions Precedent (other than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion occurrence of the Debt Unconditional Date and Closing), (4) adversely impacts the ability of Purchaser or the Purchaser Financing that is available and Parties to enforce their rights against any other party to any Financing Document or (5) adversely impacts the Buyer’s cash on handability of Purchaser, any Purchaser Financing Parties or any Purchasing Entity to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtainTransaction; provided, andhowever, when obtained, to provide the Company with a copy of, a new financing commitment that provides for no such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” consent from Seller shall be deemed to include required for any Alternative Debt amendment, restatement, modification, termination, replacement, assignment or waiver of any Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.Document that

Financing. (a) The Buyer shall, hereby agrees to work diligently and shall cause in good faith to complete the other members of the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing financing on the terms and conditions set forth in the Commitment as further described in the Debt Financing CommitmentSection 4.5. Buyer will duly pay any and all commitment and other fees required by, including with respect to: (i) maintaining or contemplated in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent connection with, the terms Commitment that become due after the date hereof and conditions contained therein; and (iii) satisfying prior to the Closing. Buyer will keep Seller informed on a timely reasonably current basis all conditions in reasonable detail of the Debt Financing Commitment applicable status of their efforts to arrange the Buyer’s obligations thereunder financing and complying with the terms thereof; provided that this covenant shall not require permit any material adverse amendment or modification to be made to, or any waiver of provisions governing the Buyer to commence any Action against any principal amount of the other parties to the Debt Financing Commitment financing or the definitive documentation for conditions to consummation under the Debt FinancingCommitment without the prior written consent of Seller, if any, with respect theretowhich consent shall not be unreasonably withheld. In the event that all conditions Buyer is unable to obtain the financing on the terms set forth in the Commitment, Buyer shall use commercially reasonable efforts to obtain alternative financing with overall pricing, cost, timing and maturity terms that are no less favorable, and other terms that are no less favorable in any material respect, to Buyer than those contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfiedCommitment. On the terms set forth in Section 5.3(a), Seller hereby agrees to use reasonable efforts to cooperate with Buyer in its efforts to arrange and obtain the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing becomes unavailable financing on the terms and conditions contemplated set forth in the Debt Commitment LetterCommitment, or the alternative financing referenced above, if applicable by making its Books and Records and personnel and its auditors and advisors available to Buyer shall use and its lenders upon Buyer's or such lenders' reasonable best efforts to arrange to obtain as promptly as practicablerequest, on terms that are not less favorable to the Buyer than the Debt Financing contemplated including by way of participation in meetings with prospective lenders and rating agencies at Buyers or such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid lender's reasonable request in connection with the consummation syndication of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide financing contemplated by the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee lettersalternative financing, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingif applicable.

Financing. (a) The Buyer shall, and Parent shall cause the other members of the Buyer Group to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable to obtain, consummate the Financing contemplated by the Commitment Letter (or cause any Substitute Financing) on or prior to be obtained, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentClosing Date, including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all its obligations thereunder; under the Commitment Letter, (ii) negotiating, executing negotiating and delivering entering into definitive agreements with respect to the Debt Financing on the terms and subject to the conditions contemplated by the Commitment Letter (or with other terms and conditions agreed by Parent, the Company and the Financing Sources), including, if necessary, any “market flex” provisions (such definitive agreements, including any such definitive agreements entered into in connection with any Substitute Financing, the “Debt Financing Agreements”) on terms no less favorable than), and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying (or, if deemed advisable by Parent, pursuing a waiver of) on a timely basis all the conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder Financing contemplated by the Commitment Letter and the Financing Agreements, in each case, within the control of Parent, (iv) complying with any “market flex” contemplated by the terms thereof; provided Commitment Letter (including the fee letter relating thereto) and the Financing Agreements and (v) if the Financing is necessary to consummate the transactions contemplated hereby and pay the Merger Amounts and the conditions set forth in Section 7.1 and Section 7.2 of this Agreement have been satisfied (other than those conditions that this covenant shall not require the Buyer by their nature or terms, are to commence any Action against any of the other parties be satisfied at Closing, but subject to the Debt Financing Commitment or satisfaction or, to the definitive documentation for extent permitted by applicable Law, waiver of such conditions) and the Debt Financing, if any, with respect thereto. In conditions set forth in Exhibit B to the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will would be satisfied), causing the Buyer shall cause the Debt Financing Sources to fund the Debt FinancingFinancing in accordance with its terms on the Closing Date in the event the conditions set forth in Section 7.1 and Section 7.2 of this Agreement have been satisfied (other than those conditions that by their nature or terms, are to be satisfied at Closing, but in no event will the Buyer be required to do so prior subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions), and the conditions to the Financing have been satisfied or, upon funding would be satisfied, in each case to the extent the Financing is needed to consummate the transactions contemplated hereby and pay the Merger Amounts. (b) Parent shall give the Company prompt written notice (i) of, to the Knowledge of Parent, any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach or default) by any party to the Closing is required Commitment Letter or any Financing Agreements, (ii) of, to occur under the terms Knowledge of this Agreement. In Parent, any withdrawal, repudiation or termination of the event Financing by any Financing Sources, (iii) of, to the Knowledge of Parent, any material dispute or disagreement between or among the parties to the Commitment Letter or any Financing Agreements, (iv) of, to the Knowledge of Parent, any material amendment or modification of, or waiver under, the Commitment Letter or (v) if for any reason Parent believes in good faith that it will not be able to timely obtain all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated terms, in the Debt manner or from the sources contemplated by the Commitment Letter or any Financing Agreements. Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Financing contemplated by the Commitment Letter, including providing the Buyer shall use its reasonable best efforts to arrange to obtain Company complete, correct and executed copies of (A) any material amendment, waiver or modification of the Commitment Letter (including all exhibits, schedules and annexes thereto) or any commitment letter (including all exhibits, schedules and annexes thereto and fee letters, provided that fee letters may be in redacted form so long as promptly as practicable, on such redaction does not cover terms that are would adversely affect the conditionality, availability or termination of the Financing) with respect to any Substitute Financing or Replacement Financing and (B) the Financing Agreements. (c) Parent shall not less favorable agree to any termination, amendment or other modifications to the Buyer than Commitment Letter without the Debt prior written consent of the Company if such termination, amendment or other modification (i) would reduce the aggregate amount of the Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an below the amount sufficient, when added necessary to pay the Merger Amounts or (ii) would impose new or additional conditions or would otherwise modify any conditions or other terms to the Financing in a manner that would be reasonably likely to (A) materially delay or prevent the Closing or (B) make the timely funding of the Financing or satisfaction of the Financing Conditions materially less likely to occur, other than, in each case, (1) a waiver of any closing conditions by any Financing Sources or their agent or (2) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Commitment Letter as of the date hereof or to reassign titles to such parties who had executed the Commitment Letter as of the date hereof; provided, that Parent shall have the right to substitute other financing for all or any portion of the Debt Financing that is available from the same or alternative Financing Sources as set forth (and subject to the Buyerrequirements) in this Section 6.14, without the Company’s cash on hand, to consummate the Transactions and pay any other amounts prior written consent (except as otherwise required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”below). For the purposes of this AgreementUpon any such amendment, modification or substitution (including with any Replacement Financing), the terms term “Debt Commitment Letter” and “Fee LetterFinancing Agreements” shall be deemed to include any Alternative Debt Financing mean the Commitment Letter or any fee letter referred to Financing Agreement, as applicable, as so amended or modified; provided, that in such Alternative Debt Financing the event the commitments under the Commitment Letter (which such fee lettersare reduced as a result of or in connection with any Replacement Financing, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Replacement Financing.

Financing. (a) The Buyer shall, and Parent shall cause the other members of the Buyer Group to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, consummate and obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letter, including with respect to: using reasonable best efforts to (i) maintaining maintain in effect the Debt Financing Commitment and complying with all obligations thereunder; Letter, (ii) negotiating, executing and delivering negotiate definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) thereto on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; contemplated by the Commitment Letter (or on terms which would not reasonably be expected to delay or prevent the Closing or make the funding of the Financing less likely to occur) and execute and deliver to the Company a copy thereof concurrently with such execution, (iii) satisfying satisfy on a timely basis all conditions in the Debt Commitment Letter and the definitive agreements for the Financing Commitment applicable to the Buyerthat are within Parent’s control and comply with its obligations thereunder and complying with (iv) enforce its rights under the terms thereof; provided Commitment Letter in the event of a breach by the Financing Sources that this covenant shall not require the Buyer to commence any Action against any impedes or materially delays Closing, including seeking specific performance of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect theretothereunder. In the event that all conditions contained in to the Debt Financing Sources’ obligations under the Commitment Letter have been satisfied (or or, upon funding will be satisfied), the Buyer shall Parent and Merger Sub shall, except where Parent has available to it sufficient funding from any alternative financing, use their reasonable best efforts to cause the Debt Financing Sources to fund on the Debt Financing, but in no event will Closing Date the Buyer be Financing required to do so prior consummate the Merger and the other transactions contemplated by this Agreement (including by taking enforcement action, including seeking specific performance, to cause the Financing Sources to fund such Financing). Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter shall not (A) expand upon the conditions precedent to the time Financing as set forth in the Closing is required to occur under Commitment Letter or (B) prevent or impede or materially delay the terms consummation of the Merger and the other transactions contemplated by this Agreement. In Without limiting the event obligations of Parent under this Section 6.12 with respect to the Commitment Letter, it is understood and agreed that Parent intends to seek to substitute other financing for the Financing (such as the issuance of the “Notes,” as that term is used in the Commitment Letter) and it is agreed that Parent shall have the right to substitute other debt or equity financing for all or any portion of the Debt Financing from the same or alternative financing sources. If the Financing under the Commitment Letter becomes unavailable on the terms in an amount such that Parent and conditions contemplated in the Debt Commitment LetterMerger Sub will not be able to satisfy their obligations under this Agreement, the Buyer Parent shall use its reasonable best efforts to arrange to obtain obtain, as promptly as reasonably practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing from alternative financial institutions in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, sufficient to consummate the Transactions transactions contemplated by this Agreement. Parent shall give the Company prompt written notice of any material breach by any party to the Commitment Letter or of any condition that would not be satisfied, in each case, of which Parent becomes aware or any termination of the Commitment Letter. Parent shall keep the Company informed on a reasonably prompt basis of the status of its efforts to arrange the Financing. (b) The Company agrees to provide, and pay any other amounts required shall cause its Subsidiaries, and shall use its reasonable best efforts to be paid cause each of its and their Representatives, including legal, tax and accounting, to provide, at Parent’s sole expense, all reasonable cooperation in connection with the consummation arrangement and obtaining of the Transactions and to pay all related fees and expenses Financing or any substitute or alternative financing (collectively with the Financing, the “Alternative Debt Definitive Financing”) as may be reasonably requested by written notice provided a reasonable time in advance to the Company by Parent (provided that such requested cooperation does not unreasonably interfere with the business or ongoing operations of the Company and its Subsidiaries), including using reasonable best efforts to (i) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to the Financing Sources or the lenders and other financial institutions and investors that are or may become parties to the Definitive Financing and to obtainany underwriters, and, when obtained, to provide initial purchasers and placement agents in connection with the Company with a copy of, a new financing commitment that provides for such Alternative Debt Definitive Financing (the “Alternative Debt Definitive Financing Sources”) (including (A) information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Definitive Financing, (B) within 15 days after the end of each month, unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Company and its Subsidiaries, (C) no later that 20 days after the end of each fiscal quarter of Parent, updated forecasts, prepared by management of the Company, of balance sheets, income statements and cash flow statements for each period referenced in Section 2(a)(iii) of the Commitment Letter”). For , and (D) the purposes financial information regarding the Company and its Subsidiaries described in clauses (v) and (vi) of this Agreement, Annex II to the terms “Debt Commitment Letter” ) to the extent reasonably requested by Parent and/or the Definitive Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Definitive Financing, (ii) cause its senior management and “Fee Letter” other appropriate employees of the Company to participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Definitive Financing), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, (iii) assist in the preparation of such documents and materials as may be reasonably required in connection with the Definitive Financing, including (A) any customary offering documents, private placement memoranda, bank information memoranda, Form 8-Ks, registration statements, prospectuses and similar documents (including historical and pro forma financial statements and information) for the Definitive Financing, and (B) materials for rating agency presentations, (iv) consent to the use of the Company’s and its Subsidiaries’ logos to the extent customary in connection with marketing the Definitive Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries, (v) execute and deliver (or use reasonable best efforts to obtain from their advisors), and cause its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from their advisors), customary certificates (including with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Definitive Financing), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Definitive Financing as may be reasonably requested by Parent as necessary and customary in connection with the Definitive Financing, (vi) assist in the preparation of and entering into one or more credit agreements and other loan documents, underwriting or note purchase agreements, indentures or other agreements; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreements or documents shall be deemed effective until the Effective Time, (vii) use its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including using its reasonable best efforts to provide customary comfort letters to the underwriters in connection with the initial purchase of any securities in connection with the Definitive Financing and to provide customary consents to inclusion of their audit reports in registration statements of Parent, (viii) provide authorization letters to the Definitive Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Definitive Financing Sources that the public side versions of such documents, if any, do not include any Alternative Debt material non-public information about the Company or its Affiliates, (ix) use its reasonable best efforts to facilitate contact between the Definitive Financing Commitment Letter Sources and the principal existing lenders of the Company, (x) cooperate reasonably with the Definitive Financing Sources’ due diligence investigation of the Company and its Subsidiaries, to the extent customary and reasonable and to the extent not unreasonably interfering with the business or any fee letter referred operations of the Company, (xi) cooperate with Parent, if requested by Parent, to in such Alternative Debt Financing Commitment Letter (which such fee lettersappoint Parent’s designees to the board of directors or similar governing bodies of the Subsidiaries of the Company, effective as of the Effective Time, for the avoidance purpose of doubttaking corporate action related to the Definitive Financing as of the Effective Time, (xii) facilitating the pledging of collateral for the Definitive Financing, including using reasonable best efforts to take actions necessary to permit the Definitive Financing Sources to evaluate the Company’s and its Subsidiaries’ real property and current assets, cash management and accounting systems, policies and procedures for the purpose of establishing collateral arrangements and establishing, as of the Effective Time, bank and other accounts and blocked account agreements and lockbox arrangements in connection with the Definitive Financing, (xiii) using reasonable best efforts to obtain such consents, waivers, estoppels, approvals, authorizations and instruments which may be redacted reasonably requested by Parent or Merger Sub in connection with the same manner as Definitive Financing, including customary payoff letters, lien releases, instruments of termination or discharge, legal opinions, appraisals, engineering reports, surveys, title insurance, landlord consents, waivers and access agreements, and (xiv) facilitating the Fee Lettersconsummation of the Definitive Financing, including cooperating with Parent and Merger Sub to satisfy the conditions precedent to the Definitive Financing to the extent within the control of the Company and its Subsidiaries, and taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent or Merger Sub to permit the consummation of the Definitive Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately upon the Effective Time; provided that (A) none of the Company or any of its Subsidiaries shall be required to pay any fees (including commitment or other similar fees) or incur any other liability or expenses (unless promptly reimbursed by Parent) in connection with the Definitive Financing prior to the Effective Time, (B) nothing herein shall require such cooperation from the Company to the extent it would require the Company to waive or amend any terms of this Agreement and (C) Parent shall be responsible for the timely provision of any post-Closing pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any pro forma financial information to be delivered by the Company pursuant to this Section 6.12. Parent shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company or its Subsidiaries in connection with such cooperation. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the Definitive Financing or the arrangement of the Definitive Financing and any information utilized in connection therewith (other than historical information relating to the Company or its Subsidiaries), except to the extent such losses, damages, claims, costs and expenses result from the gross negligence or willful misconduct of the Company, any of its Subsidiaries or their respective Representatives. (c) In the event that the Commitment Letter is amended, replaced, supplemented or otherwise modified, in accordance with Section 6.12(a), or if Parent substitutes other debt or equity financing for all or a portion of the Financing, each of Parent and the Company shall comply with its covenants in Sections 6.12(a) and (b) with respect to the Commitment Letter as so amended, replaced, supplemented or otherwise modified or with respect to such other substitute financing to the same extent that Parent and the Company would have been obligated to comply with respect to the Financing. (d) All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives or any Alternative Debt Financing arranged in compliance with other Person pursuant to this Section 9.7(a) (6.12 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such customary and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) reasonable information to potential syndicate members during syndication, ratings agencies and the term “Debt Financing” shall be deemed like in connection with the Definitive Financing as contemplated by this Section 6.12, subject to include any customary confidentiality undertakings by such Alternative Debt Financingpotential syndicate members. (e) Parent and Merger Sub acknowledge and agree that the obtaining of the Definitive Financing is not a condition to Closing.

Financing. (a) The Buyer shall, Each of Parent and Merger Sub shall cause the other members of the Buyer Group to, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, consummate and obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letter, including with respect to: to (iA) maintaining maintain in effect the Debt Financing Commitment and complying with all obligations thereunder; Letter, (iiB) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Financing, (C) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including any “flex” provisions), (D) consummate the Financing Commitment applicable at or prior to the Buyer’s Closing Date, and (E) enforce their rights under the Commitment Letter in the event of a breach by the Financing Sources of their obligations thereunder and complying with under the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect theretoLetter. In the event that all the conditions contained in to the Debt Commitment Letter Financing have been satisfied (or upon funding will be satisfied)waived, the Buyer each of Parent and Merger Sub shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be Financing required to do so prior to consummate the time Transactions at the Closing is required Date. Parent and Merger Sub shall not permit any material amendment or modification to occur under be made to, or any waiver of any material provision or remedy under, the terms Commitment Letter or the fee letter referred to in the Commitment Letter without the prior written consent of this Agreement. the Company (such consent not to be unreasonably withheld, delayed or conditioned). (b) In the event any portion of the Debt Financing becomes unavailable on the terms and conditions described in or contemplated by the Commitment Letter for any reason and such portion is reasonably required to fund the Required Amounts, each of Parent and Merger Sub shall arrange to obtain, as promptly as practicable following the occurrence of such event but by no later than seven (7) business days prior to the Outside Date, alternative financing from alternative sources (the “Alternative Financing”) in an amount sufficient to pay the Debt Commitment LetterRequired Amounts. In the event that Alternative Financing shall be obtained pursuant to this Section 6.12(b), the Buyer each of Parent and Merger Sub shall comply with its covenants in Section 6.12(a) with respect to such Alternative Financing. (c) The Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to arrange cause each of its and their respective Representatives, including legal, tax, regulatory and accounting, to, use its reasonable best efforts to provide all cooperation reasonably requested by Parent and/or the Financing Sources in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries), including (i) providing information relating to the Company and its Subsidiaries to Parent and the Financing Sources to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Parent, the Company and their respective Subsidiaries customary for such financing or reasonably necessary for the completion of the Financing by the Financing Sources, to the extent reasonably requested by Parent to assist Parent in preparation of customary offering or information documents to be used for the completion of the Financing as contemplated by the Commitment Letter (as adjusted by the agreed marketing terms, if any) or the definitive financing agreements, (ii) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, in each case as are reasonably necessary for the completion of the Financing by the Financing Sources, (iii) assisting in Parent’s preparation of documents and materials, including (A) any customary offering documents and bank information memoranda (including public and private versions thereof) for the Financing, and (B) materials for rating agency presentations, in each case as are reasonably necessary for the completion of the Financing by the Financing Sources, (iv) cooperating with Parent’s marketing efforts for the Financing (including consenting to the use of the Company’s and its Subsidiaries’ logos; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries as reasonably determined by the Company), (v) provide reasonable assistance in the preparation of and executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from their advisors), customary certificates (including a certificate of the principal financial officer of the Company or any Subsidiary with respect to solvency of the Company and the Company Subsidiaries immediately before giving effect to the Merger in substantially the same form as attached to the Commitment Letter), other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by Parent as necessary and customary in connection with the Financing, (vi) provide reasonable assistance in connection with Parent’s preparation of and entering into one or more credit agreements, currency or interest hedging agreements, or other agreements; provided that no obligation of the Company or any of its Subsidiaries under any such agreements or amendments shall be effective until the Effective Time, (vii) as promptly as practicable, on terms that are not less favorable furnishing Parent and the Financing Sources with financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Financing as contemplated by the Commitment Letter or the definitive financing agreements, (viii) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including participation in due diligence sessions, (ix) using its reasonable best efforts to permit any cash and cash equivalents of the Company and its Subsidiaries to be made available to Parent and/or Merger Sub at the Effective Time, (x) providing authorization letters to the Buyer than Financing Sources authorizing the Debt distribution of information to prospective Financing contemplated by such Debt Commitment LettersSources and containing, as applicableif true, alternative sources of financing in an amount sufficient, when added a representation to the portion Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its affiliates or securities, (xi) using its reasonable best efforts to ensure that the Financing Sources benefit materially from the existing lending and banking relationships of the Debt Company and its Subsidiaries and that the Financing Sources have the benefit of “clear market” provisions in the Commitment Letter relating to the Company and its Subsidiaries, and (xii) cooperating reasonably with Parent’s Financing Sources’ due diligence and with their efforts to obtain guarantees from the Company and its Subsidiaries and obtain and perfect security interests in the assets of the Company and its Subsidiaries intended to constitute collateral securing such financing, with such cooperation occurring prior to or simultaneously with the Closing, but the execution of any guarantees or security arrangements not taking effect until the Effective Time, in each case, to the extent customary and reasonable; provided that in no event shall the Company or any of its Subsidiaries be required to take any actions that would encumber any of its assets prior to the consummation of the Merger or that would result in a breach of any Company Material Contract or Material Company Lease prior to the consummation of the Merger; and provided, further, until the Effective Time occurs, neither the Company nor any of its Subsidiaries shall (A) be required to pay any commitment or other similar fee relating to the Financing or (B) prior to the Effective Time have any liability or any obligation under any credit agreement or any related document or any other agreement or document related to the Financing (or Alternative Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid Parent may raise in connection with the consummation Transactions), other than this Agreement; provided, further, that (I) all non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Section 6.12 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub shall be permitted to disclose such information in accordance with the Commitment Letter, and (II) the Company shall be permitted a reasonable period to comment on those portions of the Transactions confidential information memoranda circulated to potential financing sources that contain or are based upon any such non-public or other confidential information. Parent acknowledges and agrees that the Company and the Company Subsidiaries shall not incur any liability to pay any Person prior to the Effective Time in connection with any Financing (or Alternative Financing). The effectiveness of any documentation executed by the Company or any Company Subsidiary shall in all related fees cases be subject to the occurrence of the Effective Time. Parent shall promptly, upon request by the Company, reimburse the Company for all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries in connection with the cooperation of the Company and expenses (“Alternative Debt Financing”the Company Subsidiaries contemplated by this Section 6.12(c) and Parent and Merger Sub shall jointly and severally indemnify and hold harmless the Company, the Company Subsidiaries and their respective directors, officers and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments, and penalties suffered or incurred by any of them in connection with the arrangement of the Financing (or any Alternative Financing) and any information used in connection therewith. The foregoing indemnification obligation shall survive the Closing and any termination of this Agreement. (d) In the event that the Commitment Letter is amended, replaced, supplemented or otherwise modified in accordance with Section 6.12(a), including as a result of obtaining Alternative Financing, or if Parent substitutes Alternative Financing for all or a portion of the Financing as permitted by Section 6.12(b), each of the Company, Parent and Merger Sub shall comply with its covenants in this Section 6.12 with respect to obtainthe Commitment Letter as so amended, andreplaced, when obtainedsupplemented or otherwise modified and with respect to such Alternative Financing to the same extent that the Company, Parent and Merger Sub would have been obligated to comply with respect to the Financing. (e) Parent shall give the Company prompt written notice of any material breach by any party to, or any condition not likely to be satisfied in, the Commitment Letter (or any Alternative Financing obtained in accordance with this Section 6.12) of which Parent becomes aware or any termination (or threat of termination) of the Commitment Letter (or commitments for Alternative Financing obtained in accordance with this Section 6.12). Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange and consummate the Financing (or Alternative Financing). In the event that the Commitment Letter is amended, replaced, supplemented or modified in accordance with this Section 6.12 or Alternative Financing is obtained in accordance with this Section 6.12, Parent shall promptly notify the Company thereof and promptly provide the Company with copies of any definitive agreements related thereto. Parent and Merger Sub acknowledge that obtaining the Financing or any Alternative Financing is not a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of condition precedent to Parent’s and Merger Sub’s obligations under this Agreement, the terms “Debt Commitment Letter” including Parent’s and “Fee Letter” shall be deemed Merger Sub’s obligations pursuant to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (Article I and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt FinancingArticle II.

Financing. (a) The Buyer shall, and GETCO shall cause the other members of the Buyer Group to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable necessary to obtain, or cause to be obtained, arrange and obtain the proceeds of the Financing (including, if necessary to consummate the transactions contemplated hereby, the “bridge” loans contemplated in the Debt Financing Commitment Letter) on the terms and conditions described set forth in the Debt Financing CommitmentLetters (or on terms more favorable in the aggregate to GETCO), including with respect tothe execution and delivery of all such instruments and documents as may be reasonably required thereunder. Without limiting the generality of the foregoing, GETCO shall: (i) maintaining use its reasonable best efforts to maintain in full force and effect the Debt Financing Commitment Letters in accordance with the terms and complying with all obligations thereundersubject to the conditions set forth therein; (ii) negotiatingas promptly as practicable after the date of this Agreement, executing use its reasonable best efforts to negotiate, execute and delivering deliver the definitive agreements with respect to the Debt Financing (the “Debt Definitive Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions (including the “market flex” terms and conditions) contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable Letters or on other terms more favorable in the aggregate to the Buyer’s obligations thereunder and complying with the terms thereofGETCO; provided provided, however, that this covenant in no event shall not require the Buyer to commence any Action against any of the Definitive Financing Agreements: (A) reduce the aggregate amount of the Debt Financing provided for in the Debt Financing Letters to an amount that is less than the aggregate amount of Debt Financing sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27; (B) expand the conditions or other contingencies to the receipt or funding of the Debt Financing beyond those expressly set forth in the Debt Financing Letters, amend or modify any of such conditions or other contingencies in a manner adverse to GETCO (including by making any such conditions or other contingencies less likely to be satisfied) or impose any new or additional condition or other contingency to the receipt or funding of the Debt Financing; or (C) contain terms (other than those terms expressly set forth in the Debt Financing Letters) that would reasonably be expected to (1) prevent or delay the Effective Time or the date on which the Debt Financing would be obtained or (2) make the funding of Debt Financing less likely, in any material respect, to occur; (iii) pay in a timely manner any commitment or other fees that are or become due and payable under or with respect to the Debt Financing Letters on or following the date of this Agreement; (iv) use its reasonable best efforts to obtain all rating agency approvals necessary to obtain the Debt Financing and to satisfy all other conditions to obtaining the Debt Financing; and (v) enforce its rights under the Financing Letters and the Definitive Financing Agreements. (b) Without limiting any of its obligations hereunder, GETCO shall keep Knight informed on a reasonably current basis and in reasonable detail with respect to the status of the Debt Financing. GETCO shall deliver to Knight accurate and complete copies of the executed Definitive Financing Agreements promptly after their execution. Without limiting the generality of the foregoing, GETCO shall give Knight notice as promptly as reasonably practicable of (i) any material breach or default on the part of any party to any Financing Letter or Definitive Financing Agreement, (ii) any notice from a party to any Financing Letter or Definitive Financing Agreement of such party’s intent to not comply with any of its commitments or other material obligations under any Financing Letter or Definitive Financing Agreement, (iii) any actual or purported withdrawal, modification, termination, rescission or repudiation of any Financing Letter or Definitive Financing Agreement, or any provision thereof, and (iv) any other circumstance resulting in GETCO no longer believing in good faith that it will be able to obtain, prior to the Closing Date, all or any portion of the Financing on the terms, in the manner or from the sources contemplated by any Financing Letter or Definitive Financing Agreement. (c) GETCO shall not permit any amendment, supplement or modification to be made to, or agree to permit any waiver of any provision or remedy under, any Financing Letter or Definitive Financing Agreement without Knight’s prior consent, except that GETCO may amend, supplement or otherwise modify any Financing Letter or Definitive Financing Agreement (including by joining one or more additional lenders or agents as parties thereto) if such amendment, supplement or modification: (i) does not reduce the aggregate amount of the Financing to an amount that is less than the aggregate amount of Financing sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27 (it being understood that, subject to the requirements of this Section 7.16(c), such amendment, supplement or other modification to any Debt Financing Letter or Definitive Financing Agreement may provide for the assignment of any portion of the commitments under the Debt Financing Letters to additional agents or arrangers and grant such persons approval rights with respect to certain matters as are customarily granted to additional agents or arrangers); (ii) does not expand the conditions or other contingencies to the receipt or funding of the Financing, does not amend or modify, in a manner adverse to GETCO any of the conditions or other contingencies to the receipt or funding of the Financing and does not impose new or additional conditions or other contingencies to the receipt or funding of the Financing; (iii) does not impair the ability of GETCO to enforce its rights against other parties to the Debt Financing Commitment Letters and (iv) would not reasonably be expected to (A) prevent or delay the Effective Time or the definitive documentation for date on which the Debt FinancingFinancing would be obtained or (B) make the funding of the Financing less likely, if anyin any material respect, with respect theretoto occur. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer GETCO shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior not agree to the time the Closing is required withdrawal, repudiation, termination or rescission of any Financing Letter or Definitive Financing Agreement or any provision thereof. GETCO shall promptly deliver to occur under the terms Knight true and complete copies of this Agreement. In the event any such amendment, modification or waiver. (d) If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the any Debt Commitment LetterFinancing Letter or Definitive Financing Agreement for any reason, the Buyer or any Debt Financing Letter or Definitive Financing Agreement shall be withdrawn, repudiated, terminated or rescinded for any reason, then GETCO shall use its reasonable best efforts to arrange to obtain and obtain, as promptly as practicable, on terms that are not less favorable to from the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicablesame and/or alternative financing sources, alternative sources of financing in an amount sufficientsufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27; provided that in no event shall GETCO be obligated to obtain alternative financing on terms and conditions that in the aggregate are materially less favorable to GETCO than the terms and conditions provided for in the Debt Commitment Letter as of the date hereof (as determined in the good faith judgment of GETCO). In the event any alternative financing is obtained in accordance with this Section 7.16(d) (“Alternative Financing”), when added references in this Agreement to the portion Debt Financing shall be deemed to refer to such Alternative Financing (in lieu of the Debt Financing replaced thereby), and if one or more commitment letters or definitive financing agreements are entered into or proposed to be entered into in connection with such Alternative Financing, references in this Agreement to the Debt Financing Letters and the Definitive Financing Agreements shall be deemed to refer to such commitment letters and definitive financing agreements relating to such Alternative Financing (in lieu of the Debt Financing Letters and the Definitive Financing Agreements replaced thereby), and all obligations of GETCO pursuant to this Section 7.16 shall be applicable thereto to the same extent as GETCO’s obligations with respect to the Financing replaced thereby. GETCO shall promptly deliver to Knight true and complete copies of any commitments with respect to Alternative Financing. (e) Prior to the Closing, Knight shall use reasonable best efforts, shall cause its subsidiaries to use reasonable best efforts, and shall use its reasonable best efforts to cause its respective Representatives, to provide to GETCO all reasonable cooperation requested by GETCO that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid necessary in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”, including (i) furnishing GETCO and to obtainits Financing Sources the Required Information, and(ii) participating in a reasonable number of meetings (including customary one-on-one meetings among the parties acting as lead arrangers or agents for, when obtained, to provide the Company with a copy and prospective lenders and purchasers of, a new financing commitment that provides the Debt Financing and senior management and Representatives, with appropriate seniority and expertise, of Knight), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Debt Financing, (iii) assisting with the preparation of materials for such Alternative rating agency presentations, bank information memoranda, offering documents, private placement memoranda and similar documents required in connection with the Debt Financing (including requesting any consents of accountants for use of their reports in any materials relating to the “Alternative Debt Financing Commitment Letter”and the delivery of one or more customary representation letters). For , (iv) obtaining accountants’ comfort letters and legal opinions as reasonably requested by GETCO, (v) facilitating the purposes pledging of this Agreementcollateral in connection with the Debt Financing, (vi) executing and delivering any documents as may be reasonably requested by GETCO, (vii) causing the taking of corporate actions (subject to the occurrence of the Closing) by Knight and its subsidiaries reasonably necessary to permit the completion of the Financing and (viii) facilitating the execution and delivery at the Closing of definitive documents related to the Debt Financing on the terms “contemplated by the Debt Commitment Letter” Financing; provided, that such requested cooperation does not materially and “Fee Letter” adversely interfere with the ongoing operations of Knight and its subsidiaries; provided, further, that neither Knight nor any of its subsidiaries shall be deemed required to include commit to take any Alternative Debt Financing Commitment Letter action that, nor execute any document or enter into any agreement the effectiveness of which, is not contingent upon the Closing. None of Knight or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” its subsidiaries shall be deemed required to include take any such Alternative Debt Financing.action that would subject it to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity in connection with the Financing or any of the foregoing, prior to the Effective Time. GETCO shall indemnify and hold harmless Knight, its subsidiaries and

Financing. (a) The Buyer shall, and shall use commercially reasonable best efforts to cause the other members of financing contemplated by the Buyer Group toCapital Plan, take, or cause subject to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitmentset forth therein, to be available at Closing including with respect to: by (i) maintaining in effect before August 14, 2014, delivering to Seller commercially acceptable commitment letters from lenders representing sufficient financing to fund the Debt Financing Commitment full cash portion of the Initial Purchase Price and complying with all obligations thereunder; any related fees and expenses (the “Commitments”) (ii) negotiating, executing and delivering negotiating definitive agreements with respect to the Debt Financing (lenders set forth in the “Debt Financing Agreements”) on terms no less favorable than, and otherwise Capital Plan consistent with, with the terms and conditions contained therein; therein and (iii) satisfying on a timely basis all conditions in such definitive agreements the Debt Financing Commitment applicable to satisfaction of which are within the control of Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicablecomply with its obligations, on terms that are not less favorable and enforce its rights, under the Commitments. Buyer shall give Seller prompt notice of any material breach by any party to the Commitments of which Buyer than has become aware or any termination of such commitments. Buyer shall not, without the Debt Financing contemplated by prior written consent of Seller, (x) permit any amendment or modification to, or any waiver of any material provision or remedy under, the Commitments if such Debt Commitment Lettersamendment, as applicablemodification, alternative sources of financing in an amount sufficient, when added waiver or remedy adds new (or adversely modifies existing) conditions to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions financing represented thereby or reduces the amount thereof, or (y) terminate the Commitments, unless the financing represented thereby becomes unavailable and Buyer is using its reasonable best efforts to obtain Alternate Financing (as defined below). In the event that any portion of the Commitments becomes unavailable, regardless of the reason therefor, Buyer will (i) use its reasonable best efforts to obtain alternative financing (in an amount sufficient to pay all related fees the cash portion of the Initial Purchase Price) from other sources and expenses (“Alternative Debt Financing”) and which do not include any conditions to obtain, and, when obtained, to provide the Company with a copy of, a new consummation of such alternative financing commitment that provides for such Alternative Debt Financing are more onerous than the conditions set forth in the Capital Plan (the “Alternative Debt Financing Commitment LetterAlternate Financing”), and (ii) promptly notify Seller of such unavailability and the reason therefor. For Notwithstanding the purposes of this Agreementforegoing, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance by Buyer with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at 5.01 shall not relieve Buyer of its obligation to consummate the time in question) and transactions contemplated by this Agreement whether or not the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingfinancing is available.

Financing. (a) The Buyer shallSubject to the terms and conditions of this Section 6.15, and Purchaser shall cause the other members of the Buyer Group to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, arrange the proceeds of the Debt Financing as promptly as practicable and in a timely fashion on the terms and conditions described in the Debt Financing CommitmentCommitment Documents, including using its reasonable best efforts to (a) maintain in effect the commitment for the Financing set forth in the Commitment Documents and comply with all covenants or agreements of Purchaser (and cause its Affiliates to comply with any covenant or agreement of any of its Affiliates) set forth in the Commitment Documents or any definitive documentation relating to the Financing, (b) negotiate and execute definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Documents (including any flex terms in the Commitment Documents) and otherwise on terms acceptable to Purchaser and its Financing Sources, (c) satisfy or obtain a waiver of (and cause its Affiliates to satisfy or obtain such waiver), on a timely basis, all conditions applicable to Purchaser and its Affiliates in such Commitment Documents and the definitive agreements related thereto that are within its or its Affiliates’ control, (d) in the event that all conditions to the commitment of any counterparty to the Commitment Documents providing such Financing have been satisfied (or waived, as applicable), consummate the Financing on or prior to the Closing Date, and (e) use commercially reasonable efforts to cause the lenders and the other Person(s) providing the Financing to fund when required hereunder the Financing required to consummate the Transaction. Purchaser shall not permit any amendment or modification to be made to: , or any waiver of any provision or remedy under the Commitment Documents (except in compliance with the flex provisions of the fee letters as in effect as of the date hereof), if such amendment, modification or waiver (i) maintaining in effect reduces the Debt aggregate amount of the Financing Commitment and complying (including by changing the amount of fees to be paid or original issue discount), to an amount below the amount required, together with all obligations thereunder; other financial resources by Purchaser, to consummate the transactions contemplated hereby on the terms set forth in this Agreement, (ii) negotiatingamends the existing, executing and delivering or imposes additional, conditions precedent to the Financing, (iii) would reasonably be expected to delay or prevent the Closing Date or make the funding of the Financing less likely to occur, (iv) imposes additional material obligations on Seller, or its Subsidiaries prior to the Closing Date or (v) adversely impact the ability of Purchaser or any of its Affiliates, as applicable, to enforce its rights against the other parties to the Commitment Documents or the definitive agreements with respect to the Debt Financing (the amendments described in the foregoing clauses (i) through (v), “Debt Prohibited Amendments”). Purchaser shall deliver to Seller true and complete copies of any amendment, modification, supplement, consent or waiver to or under any of the Commitment Documents or the definitive agreements relating to the Financing Agreements”) promptly upon execution thereof other than amendments or modifications solely for the purpose of joining additional arrangers or financing sources following the date hereof to the extent effected pursuant to the terms of the Notes Offering Commitment Letter or the Loan Agreement, as applicable. Purchaser shall keep Seller informed on terms no less favorable thana current basis and in reasonable detail of the status of its efforts to arrange, and otherwise consistent withof any material developments concerning the timing of, the closing of the Financing. Purchaser shall give Seller notice (i) promptly after obtaining knowledge thereof, of any actual or likely material breach, violation, default, termination or repudiation by any party to any of the Commitment Documents or definitive documents related to the Financing, (ii) of its receipt of any written notice from any of its Financing Sources alleging a breach, violation default, termination or repudiation by any party to the Commitment Documents or any definitive document related to the Financing of any provisions of the Commitment Documents or any definitive document related to the Financing, (iii) the occurrence of an event or development that Purchaser expects to have a material and adverse impact on the ability of Purchaser to obtain all or any material portion of the Financing contemplated by the Commitment Documents, (iv) of any material dispute or disagreement between or among any parties to any of the Commitment Documents or any definitive document relating to the Financing with respect to the conditionality or amount of the Financing or the obligation to fund the Financing or the amount of the Financing to be funded at the Closing (but excluding ordinary course negotiations) or (iv) otherwise, if the Financing contemplated by the Commitment Documents becomes unavailable on the terms and conditions contained (including any “flex” provisions) contemplated therein; and , in whole or in part, for any reason (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any each of the other parties to the Debt foregoing clauses, a “Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect theretoFailure Event”). In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt FinancingAs soon as reasonably practicable, but in no any event will within two Business Days of the Buyer be required date Seller delivers to do so prior Purchaser a written request, Purchaser shall provide to the time the Closing is required Seller any information reasonably requested by Seller relating to occur under the terms of this Agreementany Financing Failure Event. In the event If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any applicable market flex provisions) contemplated by the Commitment Documents and alternative financing (so long as the terms thereof are of the type that would not constitute a Prohibited Amendment) is not then made available in an amount equal to such portion, and such portion is required to pay the Debt Commitment LetterPurchase Price on the terms and conditions contemplated by this Agreement and to pay Purchaser’s fees and expenses related thereto, the Buyer Purchaser shall promptly notify Seller in writing and Purchaser shall use its reasonable best efforts to arrange to and obtain as promptly as practicablein replacement thereof, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicableand negotiate and enter into definitive agreements with respect to, alternative financing from alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, sufficient to consummate the Transactions with terms and conditions (including market flex provisions) not materially less favorable, taken as a whole, to Purchaser than the terms and conditions set forth in the Commitment Documents, as promptly as practicable following the occurrence of such event but no later than the final day of the Marketing Period; provided, that in no event will the reasonable best efforts of Purchaser be deemed or construed to require Purchaser to (A) pay fees materially in excess of those contained in the Commitment Documents (including the market flex provisions) or agree to "market flex" terms, materially less favorable to Purchaser than the corresponding market flex terms contained in or contemplated by the Commitment Documents or (B) enter into any alternative financing terms the terms of which are materially less favorable to Purchaser than the terms contained in the Commitment Documents on the date hereof (taken as a whole). (b) Notwithstanding anything contained in this Section 6.15 or in any other amounts provision of this Agreement, in no event shall Purchaser be required to be paid amend or waive any of the terms or conditions hereof. (c) Subject, in each case, to the rights of the parties to the Commitment Documents under the terms thereof and the definitive documentation with respect to the Financing, none of the parties hereto in their capacities hereunder shall have any rights or claims against any Financing Source in connection with this Agreement, the Commitment Documents, the Financing, the definitive documentation in connection thereto or any of the transactions contemplated thereby, and, without prejudice to the rights of each Financing Source pursuant to the Commitment Documents and the definitive documentation with respect to the Financing, each Financing Source, solely in its capacity as an agent, underwriter, purchaser, lender or arranger, shall not have any rights or claims against any party hereto or any related Person thereof, in connection with this Agreement, whether at law or equity, in contract, in tort or otherwise (other than with respect to enforcing their rights as third party beneficiaries of this Agreement). In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Sources shall have any liability for any claims or damages to any Seller or any of its Subsidiaries in connection with this Agreement, the Commitment Documents, the Financing or the transactions contemplated hereby or thereby. (d) Notwithstanding anything in Section 10.10 to the contrary, each of the parties hereto agrees that it will not bring or support any action (whether at law, in equity, in contract, in tort or otherwise) against any Financing Sources or any other Persons that have committed to provide or otherwise entered into agreements in connection with the consummation Financing or other financings in connection with the transactions contemplated hereby in any way relating to this Agreement or any of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of transactions contemplated by this Agreement, including any dispute arising out of or in any way relating to the terms “Debt Commitment Letter” Documents or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York in the County of New York (and “Fee Letter” appellate courts thereof). The provisions of this Section 6.15(d) shall be deemed to include any Alternative Debt enforceable by each Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee lettersSource, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (its Affiliates and any Debt Commitment Letter their respective successors and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingpermitted assigns.

Financing. (a) The IDB Buyer acknowledges and agrees that Seller and its Affiliates and its and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, any financing that IDB Buyer may raise in connection with the transactions contemplated by this Agreement and that IDB Buyer shall indemnify and hold harmless Seller and its Affiliates and its and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing (including any claims asserted by the Financing Sources) and any information utilized in connection therewith. (b) IDB Buyer shall, and shall cause the other members of the Buyer Group its Representatives and Affiliates to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtainarrange and consummate the Debt Financing as soon as reasonably practical after the date of this Agreement, or cause but in any event prior to be obtained, the Closing and to obtain the proceeds of the Debt Financing on the terms and conditions conditions, taken as a whole (including the flex provisions) described in the Debt Financing CommitmentCommitment Letter, including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering all such documents and instruments as may be reasonably required thereunder, including definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) financing on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause “Debt Financing Documents”) and: (i) complying with and maintaining in effect the Debt Financing Sources to fund and the Debt FinancingCommitment Letter, negotiating and entering into definitive Debt Financing Documents with respect thereto (and maintaining in effect and complying with the terms thereof) on the terms and conditions (as such terms may be modified or adjusted in accordance with the terms of, and within the limits of, any “flex” provisions set forth in the Debt Commitment Letter (including as specified in any Fee Letter provided pursuant to Section 3.11)) no less favorable, taken as a whole, to IDB Buyer than those contained in the Debt Commitment Letter, which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Closing Date; provided, however, that, without limiting the foregoing, in no event shall any of the Debt Financing Documents (nor shall any amendment, supplement, waiver or other modification thereto be reasonably expected to): (A) reduce the aggregate amount of the Debt Financing provided for in the Debt Commitment Letter (including by changing the amount of fees or original issue discount contemplated by the Debt Commitment Letter other than, solely with respect to original issue discount, as expressly set forth therein unless after giving effect to the maximum amount of any such deduction, the aggregate net proceeds from the Debt Financing are and will be sufficient in amount to provide IDB Buyer with the funds necessary to consummate the transactions contemplated hereby and to satisfy its obligations under this Agreement, including to pay the Purchase Price, and the payment of all fees, costs and expenses to be paid by IDB Buyer related to the transactions contemplated by this Agreement, including such fees and expenses relating to the Debt Financing); (B) expand the conditions or other contingencies to the receipt or funding of the Debt Financing beyond those expressly set forth in the Debt Commitment Letter, amend or modify any of such conditions or other contingencies in a manner adverse to IDB Buyer or Seller (including by making any such conditions or other contingencies less likely to be required satisfied) or impose any new or additional condition or other contingency to do so prior the receipt or funding of the Debt Financing; (C) contain terms (other than those terms expressly set forth in the Debt Commitment Letter that would reasonably be expected to (1) prevent, impede or delay the consummation of the transactions contemplated by this Agreement or the Debt Commitment Letter or the date on which the Debt Financing would be obtained, or (2) make the funding of Debt Financing less likely to occur; (D) adversely impact the ability of IDB Buyer to enforce its rights against the Financing Sources; or (E) impose obligations on Seller and its Affiliates; (ii) satisfying, or causing its Representatives to satisfy, as promptly as practicable and on a timely basis all conditions to the Debt Financing contemplated by the Debt Commitment Letter and Debt Financing Documents relating thereto (including by paying any commitment, engagement or placement or other fees that become due and payable under or with respect to the Debt Commitment Letter or Debt Financing Documents); (iii) accepting (and complying with) to the fullest extent all “market flex” provisions contemplated by the Debt Commitment Letter and the Debt Financing Documents; (iv) obtaining all rating agency approvals necessary to obtain the Debt Financing; (v) enforcing its rights under the Debt Commitment Letter and Debt Financing Documents in the event of a breach by the Financing Sources under the Debt Commitment Letter and Debt Financing Documents relating thereto; and (vi) causing the Financing Sources and any other Persons providing Debt Financing to fund the Debt Financing in immediately available funds at the time the Closing is required to occur under pursuant to the terms and conditions hereof. (c) IDB Buyer shall not agree to or permit any amendment, supplement or other modification or replacement of, or grant any waiver of any condition, remedy or other provision under, the Debt Commitment Letter or the Debt Financing Documents without the prior written consent of Seller if such amendment, supplement, modification, replacement or waiver would or would reasonably be expected to (i) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees or original issue discount contemplated by the Debt Commitment Letter other than, solely with respect to original issue discount, as expressly set forth therein unless after giving effect to the maximum amount of any such deduction, the aggregate net proceeds from the Debt Financing are and will be sufficient in amount to provide IDB Buyer with the funds necessary to consummate the transactions contemplated hereby and to satisfy its obligations under this Agreement, including to pay the Purchase Price, and to pay all fees, costs and expenses to be paid by IDB Buyer related to the transactions contemplated by this Agreement, including such fees and expenses relating to the Debt Financing), from that contemplated by the Debt Commitment Letter delivered as of the date hereof, (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt or funding of the Debt Financing in a manner adverse to Seller or IDB Buyer, (iii) make it less likely that the Debt Financing would be funded (including by making the conditions to obtaining the Debt Financing less likely to occur) or otherwise prevent or delay or impair the ability or likelihood of IDB Buyer to timely consummate the transactions contemplated by this Agreement, (iv) adversely impact the ability of IDB Buyer to enforce its rights against the other parties to the Debt Commitment Letter or (v) otherwise contravene the limitations set forth in Section 5.16(b)(i)(A)-(E). IDB Buyer shall not agree to the withdrawal, repudiation, termination or rescission of the Debt Commitment Letter or Debt Financing Documents or any provision thereof without the prior written consent of Seller. Upon any amendment, supplement or modification of the Debt Commitment Letter in accordance with this Section 5.16(c), IDB Buyer shall deliver a copy thereof to Seller and references herein to “Debt Commitment Letter” shall include such documents as amended, supplemented or modified in compliance with this Section 5.16(c) and references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as amended, supplemented or modified in compliance with this Section 5.16 and the financing contemplated by the Debt Financing Documents entered into in compliance with this Section 5.16, as applicable. (d) In the event that all or any portion of the Debt Financing becomes or could become unavailable on the terms and conditions (including any “flex” provisions) or from the sources contemplated in the Debt Commitment LetterLetter or the Debt Financing Documents for any reason or the Debt Commitment Letter or the Debt Financing Documents shall be withdrawn, repudiated, terminated or rescinded for any reason (but without limiting the obligations of IDB Buyer in the penultimate sentence of Section 5.16(c) and in Section 5.16(b)(v)), (i) IDB Buyer shall use its reasonable best efforts to immediately so notify Seller and (ii) IDB Buyer shall arrange to obtain and obtain, as promptly as practicable, on terms that are not less favorable to practicable following the Buyer occurrence of such event (and in any event no later than the Debt Financing contemplated by such Debt Commitment LettersClosing Date), as applicableand shall negotiate and enter into definitive agreements with respect to, alternative financing from the same or alternative sources of financing (the “Alternative Financing”) in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, sufficient to consummate the Transactions transactions contemplated by this Agreement and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative or replace any unavailable portion of the Debt Financing”) ), and to obtain, and, when obtained, to provide the Company with a copy of, shall obtain a new financing commitment that provides for letter (including any associated engagement letter and related fee letter) with respect to such Alternative Debt Financing (collectively, the “Alternative New Debt Financing Commitment Letter”), copies of which shall be promptly provided to Seller. For Notwithstanding the purposes foregoing, no New Debt Commitment Letter may expand upon the conditions precedent or contingencies to the funding or receipt of the Debt Financing on the Closing Date as set forth in the Debt Commitment Letter in effect on the date hereof or otherwise include terms (including any “flex” provisions) that would reasonably be expected to make the likelihood that such Debt Financing would be funded less likely. In the event any Alternative Financing is obtained and a New Debt Commitment Letter is entered into in accordance with this AgreementSection 5.16(d) (i) any reference in this Agreement to “Debt Financing” shall mean the debt financing contemplated by the Debt Commitment Letter as modified pursuant to clause (ii) below, and (ii) any reference in this Agreement to the terms “Debt Commitment Letter” (or defined terms that use such phrases) and to “Fee LetterDebt Financing Documents” shall be deemed to include the Alternative Financing and any Alternative New Debt Commitment Letter. Without Seller’s prior written consent, IDB Buyer shall not directly or indirectly take any action that could result in the Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingnot being available.

Financing. (a) The Buyer shallPurchaser shall use its reasonable best efforts to arrange and to consummate the Debt Financing (or, and shall cause at the other members option of the Buyer Group toPurchaser, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds an equity offering in lieu of any portion of the Debt Financing Financing) on the terms and conditions described in the Debt Financing CommitmentCommitments, including with respect to: which shall include using its reasonable best efforts to (i) maintaining maintain in effect the Debt Financing Commitment Commitments and complying with all obligations thereunder; (ii) negotiating, executing to negotiate and delivering execute definitive agreements with respect to the Debt Financing on terms that, when taken as a whole, are not materially less favorable, in the aggregate, to Purchaser than those contained in the Financing Commitments (including any “flex” provisions applicable thereto), which terms shall not in any material respect expand on the conditions to the Closing or to the funding at the Closing of the Debt Financing (the “Debt Financing Agreements”), (ii) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and satisfy (iiior obtain a waiver of) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable Commitments and the Financing Agreements that are to the Buyer’s obligations thereunder be satisfied by Purchaser and complying with the terms thereof; provided that this covenant shall not require the Buyer in its control and necessary to commence any Action against any of the other parties to consummate the Debt Financing Commitment at or prior to the definitive documentation for Closing, (iii) enforce its rights under the Financing Commitments and Financing Agreements, including through litigation pursued in good faith, (iv) consummate the Debt FinancingFinancing at the Closing, if any, with respect thereto. In including using reasonable best efforts to (in the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be Financing Commitments are satisfied), the Buyer shall ) cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time Financing at the Closing is required to occur and (v) comply with its obligations under the terms of this AgreementFinancing Commitments. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments (including any “flex” provisions applicable thereto) and/or the Financing Agreements, or Purchaser becomes aware of any event or circumstance that would reasonably be expected to make any portion of the Debt Commitment LetterFinancing unavailable, the Buyer Purchaser shall use its reasonable best efforts to arrange to obtain as promptly as practicablepromptly, on terms that are not materially less favorable to the Buyer Purchaser than the Debt Financing contemplated by such Debt Commitment LettersFinancing Commitments (including any “flex” provisions applicable thereto) and/or Financing Agreements, as applicable, any such portion from alternative sources of financing in an amount sufficientamount, when added to the portion of the Debt Financing that is available and available, equal to the Buyer’s cash amount of Debt Financing committed on hand, the date hereof pursuant to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses Financing Commitments (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company Seller with a copy of, a new financing commitment and related fee letter (which fee letter may be redacted as specified in the “Redacted Fee Letter” definition) that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement; provided, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed that, after giving effect to include any such Alternative Debt Financing Commitment Letter or any fee letter referred and assuming the references therein to in such the Financing Commitments and Debt Financing are references to the Alternative Debt Financing Commitment Letter (which and Alternative Financing, respectively, the representations and warranties of Purchaser set forth in Section 4.5 shall be true and correct in all material respects on and as of such fee lettersdate with the same effect as though made on and as of such date. If applicable, for the avoidance of doubt, may be redacted other than in the same manner as the Fee Letters) with respect immediately preceding sentence, any reference in this Agreement to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed include “Alternative Financing,” any reference to “Financing Commitments” or “Financing Commitment” shall include the “Alternative Financing Commitment Letter,” any references to “Financing Sources” and “Financing Source” shall include the source of any “Alternative Financing” and any reference to “Financing Agreements” shall include any such “Alternative Debt FinancingFinancing Agreements.”

Financing. (a) The Buyer shall, and shall cause the other members of the Buyer Group to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, consummate and obtain the proceeds of the Debt Financing on the terms and conditions conditions, in all material respects, described in the Debt Financing CommitmentCommitment Letter, including with respect to: using its reasonable best efforts to (i) maintaining maintain in effect the Debt Financing Commitment and complying with all obligations thereunder; Letter, (ii) negotiating, executing and delivering negotiate definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable thanand conditions, in all material respects, contemplated by the Debt Commitment Letter and otherwise consistent withexecute and deliver to the Company a copy thereof concurrently with such execution, the terms and conditions contained therein; and (iii) satisfying satisfy on a timely basis all conditions applicable to the Buyer in the Debt Commitment Letter that are within its control and comply with its obligations thereunder, (iv) enforce its rights under the Debt Commitment Letter in the event of a breach by the lenders or the other persons providing such Financing Commitment applicable that would reasonably be expected to prevent, impede or delay the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any Closing, including seeking specific performance of the other parties to the Debt Financing Commitment lenders or the definitive documentation for the Debt Financing, if any, with respect theretoother persons providing such Financing thereunder. In the event that all conditions contained in to the Debt Commitment Letter have been satisfied (or or, upon funding funding, will be satisfied), the Buyer shall use its reasonable best efforts to cause the Debt lenders and the other persons providing such Financing Sources to fund on the Closing Date the Financing (including by seeking specific performance to cause such lenders and the other persons who have committed to provide such Financing to fund such Financing). The Buyer shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event Commitment Letter and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources; provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Debt Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing (each, an “Alternative Financing”) shall not (A) expand upon the conditions precedent or contingencies to the Financing as set forth in the Debt Commitment Letter in any material way or (B) prevent, impede or delay, in any material respect, the consummation of the Merger and the other transactions contemplated by this Agreement. The Buyer shall be permitted to reduce the amount of the Financing under the Debt Commitment Letter in its reasonable discretion; provided that the Buyer shall not reduce the Financing to an amount committed below the amount that is required to pay, together with other financial resources of the Buyer, including cash on hand on the Closing Date, the Aggregate Merger Consideration and to make all other necessary payments by the Buyer in connection with the Acquisition, including the payment of all fees and expenses reasonably expected to be incurred by the Buyer in connection with the transactions contemplated by this Agreement (the “Required Financing Amount”), and provided further that such reduction shall not (x) expand upon the conditions precedent or contingencies to the Financing as set forth in the Debt Commitment Letter in any material way or (y) prevent or impede or delay, in any material respect, the consummation of the Acquisition and the other transactions contemplated by this Agreement. If any portion of the Financing becomes unavailable on or the Buyer becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, according to the material terms and conditions contemplated in the Debt Commitment LetterLetter and such portion is reasonably required to fund the Aggregate Merger Consideration, the Buyer shall use its reasonable best efforts to arrange and obtain one or more Alternative Financings in an amount greater than or equal to obtain the Required Financing Amount as promptly as practicable, on terms that are practicable following the occurrence of such event. The Buyer shall give the Company prompt oral and written notice (but in any event not less favorable later than two (2) Business Days after the occurrence) of any material breach by any party to the Buyer than the Debt Financing contemplated by such Debt Commitment LettersLetter or of any material condition not likely to be satisfied, as applicablein each case, alternative sources of financing in an amount sufficientwhich the Buyer becomes aware, when added to the portion or any termination of the Debt Financing that is available Commitment Letter. The Buyer shall keep the Company reasonably informed in all material respects of the status of its efforts to arrange the Financing. (b) The Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to cooperate with reasonable requests by the Buyer’s cash on hand, Buyer in its efforts to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include or any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.

Financing. (a) The Buyer shall, and Acquiror shall cause the other members of the Buyer Group to, use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to obtain, or cause to be obtained, arrange and obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letters (subject to any flex provisions expressly set forth therein), including with respect to: (i) maintaining in effect the Debt Financing Commitment Letters and complying with all obligations thereunder; using reasonable best efforts to, as promptly as possible, (iii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing satisfy (the “Debt Financing Agreements”which may include satisfaction by waiver) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions applicable to Acquiror obtaining the Financing set forth therein (including by consummating the Financing pursuant to the terms of the Equity Commitment Letter), (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including any related flex provisions) or on other terms in the Debt Financing Commitment applicable aggregate not materially less favorable to Acquiror, (iii) timely prepare the Buyer’s obligations thereunder and complying necessary offering documents or marketing materials with the terms thereof; provided that this covenant shall not require the Buyer respect to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In (iv) commence the event that all conditions contained in syndication activities contemplated by the Debt Commitment Letter have been satisfied and (v) consummate the Financing at or prior to Closing. Acquiror shall give Sellers prompt written notice (and in any event no later than three (3) Business Days following the relevant event) (A) of any material breach or default (or upon funding any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in material breach or default) by any party to any Commitment Letter or other Debt Document of which Acquiror obtains knowledge, (B) if and when Acquiror obtains knowledge that any portion of the Financing contemplated by any Commitment Letter may not be available to consummate the transactions contemplated by this Agreement, (C) of the receipt of any written notice or other written communication from any Person with respect to any actual or potential material breach or default, termination or repudiation by any party to any Commitment Letter or other Debt Document, (D) if Acquiror reasonably believes in good faith it will not be satisfied)able to obtain any portion of the Financing on the terms, in the Buyer shall cause manner and from the Debt Financing Sources sources contemplated by any Commitment Letter (subject to fund any flex provisions expressly set forth therein) or the definitive agreements with respect thereto (such definitive agreements related to the Debt Financing, collectively, with the Debt Commitment Letter, the “Debt Documents”) and (E) of any termination of any Commitment Letter. Without limiting the obligation to provide such information without request as provided in the immediately preceding sentence, as soon as reasonably practicable, but in no any event will within two (2) Business Days after the Buyer be required date Sellers deliver Acquiror a written request, Acquiror shall provide any information reasonably requested by Sellers relating to do so prior any circumstance referred to in clauses (A) through (D) of the time immediately preceding sentence. Without limiting the Closing is required foregoing, Acquiror shall keep Sellers informed on a reasonably current basis in reasonable detail of the status of its efforts to occur under arrange the terms Financing and provide to Sellers executed copies of this Agreementthe Debt Documents (excluding any fee letters, engagement letters or other agreements that, in accordance with customary practice, are confidential by their terms) and copies of any of the written notices or communications described in the preceding sentence. In the event If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt applicable Commitment LetterLetter (including flex terms) and such portion is reasonably required to fund the Closing Purchase Price and all related fees and expenses required to be paid at the Closing in accordance with, and pursuant to, this Agreement, Acquiror shall, without limiting the Buyer shall obligations of Acquiror set forth in the immediately following sentence, use its all reasonable best efforts to arrange to obtain alternative financing, including from alternative sources, on terms in the aggregate not materially less favorable to Acquiror than the Financing contemplated by the applicable Commitment Letter (after giving effect to the flex provisions expressly set forth therein) (“Alternative Financing”) as promptly as practicable, on terms that are not less favorable practicable following the occurrence of such event and the provisions of this Section 6.6 and Section 11.14 shall be applicable to the Buyer than Alternative Financing, and, for the purposes of Section 5.6, this Section 6.6, Section 9.2(c) and Section 11.14, all references to the Debt Financing contemplated by shall be deemed to include such Alternative Financing, all references to the Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added Letter or other Debt Documents shall include the applicable documents for the Alternative Financing and all references to the portion Lenders shall include the Lenders party to the Alternative Financing. Acquiror shall (1) comply in all material respects with each Debt Document (including paying all fees as they become due thereunder), (2) enforce in all material respects its rights under each Debt Document, and (3) not permit, without the prior written consent of Seller, any material amendment or modification to be made to, or any material waiver of any provision or remedy under, any Debt Document or the fee letter referred to in the Debt Commitment Letter; provided, that no such consent shall be required if such amendment, modification or waiver that (individually or in the aggregate with any other amendments, modifications or waivers) would reasonably be expected not to (x) reduce the aggregate amount of the Financing under the Debt Financing that is available and Documents (including by changing the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required amount of fees to be paid in connection with or original issue discount thereof) below the consummation sum of the Transactions Closing Purchase Price and to pay all related fees and expenses (“Alternative Debt Financing”) required to be paid at the Closing in accordance with, and to obtainpursuant to, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, after taking into account other sources of funds, including the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Equity Commitment Letter and Fee Letter remaining available cash of Acquiror on the Closing Date, or (y) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the receipt of any portion of the Financing in effect at a manner that would reasonably be expected to (I) delay or prevent the time Closing Date, (II) make the funding of any portion of the Financing (or satisfaction of any condition to obtaining any portion of the Financing) less likely to occur or (III) adversely impact in question) any material respect the ability of Acquiror to enforce its rights against any other party to any Debt Document, the ability of Acquiror to consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby. Acquiror acknowledges and agrees that the term “Debt obtaining of the Financing” shall be deemed , or any Alternative Financing, is not a condition to include Closing and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing or any such Alternative Debt Financing, subject to fulfillment or waiver of the conditions set forth in Article VIII.

Financing. (a) The Buyer shallIn furtherance of and without limiting the generality of Section 5.2, and shall cause the other members of the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitment, including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Buyer Purchaser shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to and consummate the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, necessary for it to consummate the Transactions transactions contemplated by this Agreement, including using its reasonable best efforts (A) to negotiate in good faith definitive agreements respecting such financing on reasonable terms with respect thereto, (B) to satisfy all conditions provided in such definitive agreements, (C) to negotiate in good faith such modifications to such financing as may be necessary or advisable to reflect any change in market conditions which occurs after the date of this Agreement, (D) if any portion of such financing has become unavailable, regardless of the reason therefor, to obtain alternative financing from the same or other sources on and pay subject to substantially the same terms and conditions as that portion which has become unavailable and (E) to satisfy at or prior to the Closing all requirements of any agreements under which such financing is to be provided and conditions to the drawdown of proceeds thereunder. Purchaser agrees that it will use its reasonable best efforts to exercise all of its rights to enforce performance of any agreements under which Purchaser is entitled to receive financing with respect to the transactions contemplated by this Agreement and will not waive, modify or amend any of its rights under such agreements in any material respect. (b) Purchaser shall keep Parent informed as to the material terms and status of its arrangements with respect to its financing of the transactions contemplated by this Agreement, as reasonably requested by Parent. When preparing any prospectus, registration statement or other marketing or solicitation documents and all other documents to be used by Purchaser in connection with Purchaser's financing of the transactions contemplated by this Agreement (the "Financing Documents"), Purchaser shall consult with the Sellers with respect to any description in the Financing Documents of the Sellers, the Business or the transactions contemplated by this Agreement, and will make reasonable changes to such descriptions as requested by the Sellers. Purchaser will provide drafts of all such Financing Documents to the Sellers and allow the Sellers a reasonable amount of time to review and comment on such documents prior to their circulation to third parties or filing with any Governmental Authority. (c) For purposes of assisting Parent with the financing contemplated in this Section 5.9, Parent shall provide to Purchaser (i) the financial statements of the Business prepared and audited in accordance with Regulation S-X of the Securities and Exchange Commission for the periods that would be required under Rule 3-05(b) of Regulation S-X, (ii) any other amounts historical information and data with respect to the Transferred Business that would be required to be paid included in a registration statement on Form S-1 filed by Purchaser under the Securities Act (a "Form S-1"), (iii) in the event the Sellers have entered into an agreement with respect to the matters covered by the Draft Settlement Agreement, a correct and complete copy of the executed agreement, and (iv) any Transferred Contract that Purchaser would be required to file as an exhibit to a Form S-1. The Sellers shall provide such additional cooperation to Purchaser in connection with the consummation preparation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner Documents as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingis reasonably requested by Purchaser.

Financing. (a) The Buyer shall, and Purchaser shall cause the other members of the Buyer Group to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, arrange and obtain the proceeds of the Debt Financing as promptly as reasonably practicable on the terms and subject only to the conditions described contained in the Debt Financing CommitmentCommitments. Purchaser shall not permit any amendment or modification to be made to, including with respect to: or any waiver of any provision or remedy under, the Financing Commitments (except for any such amendments, modifications or waivers which, individually or in the aggregate, would not be reasonably expected to prevent, delay or impair the availability of the Financing under the Financing Commitments or the consummation of the Transactions) without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, Purchaser shall use reasonable best efforts to (i) maintaining maintain in effect the Debt Financing Commitment and complying with all obligations thereunder; Commitments, (ii) negotiatingsatisfy on a timely basis (or obtain the waiver of) all conditions applicable to Purchaser in the Financing Commitments that are within its control and otherwise comply with its covenants and other obligations thereunder, executing (iii) negotiate with the Lenders and delivering other third parties and enter into definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and subject only to the conditions contained thereincontemplated by the Financing Commitments, (iv) consummate the Financing (or a portion thereof) at or prior to the Applicable Closing, (v) enforce its rights under the Financing Commitments in the event of a breach or other failure to fund by a Lender that impedes or delays the Applicable Closing, and (vi) otherwise cause the Lenders to fund on the Applicable Closing Date the Financing (or a portion thereof) required to consummate the transactions to be consummated at the Applicable Closing (including taking enforcement action to cause the Lenders to provide the Financing); provided, that Purchaser shall not be required to agree to terms and conditions that are, in the aggregate, materially less favorable to Purchaser than those set forth in the Financing Commitments. Upon the reasonable request of the Sellers, Purchaser shall inform the Sellers of the status of its efforts to arrange the Financing and any material developments relating to the Financing. Without limiting the generality of the foregoing, Purchaser shall give the Sellers prompt notice: (A) upon becoming aware of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach or default) by Purchaser, or to the Knowledge of Purchaser, any other party to any Financing Commitment or definitive document related to the Financing; (B) of the receipt of any written notice or other written communication from any Person with respect to any (x) actual or potential breach, default, termination or repudiation by any party to any Financing Commitment or any definitive document related to the Financing of any provisions of any Financing Commitment or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Financing Commitment or any definitive document related to the Financing; and (iiiC) satisfying on if for any reason Purchaser believes in good faith that (x) there is a timely basis all conditions in the Debt Financing Commitment applicable reasonable likelihood to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence be a material dispute or disagreement between or among any Action against any of the other parties to the Debt any Financing Commitment or any definitive document related to the Financing or (y) it is reasonably likely that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitments or the definitive documentation for documents related to the Debt Financing. As soon as reasonably practicable, if anybut in any event within five (5) Business Days after the date the Sellers deliver to Purchaser a written request, with respect theretoPurchaser shall provide any information reasonably requested by the Sellers relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. In Purchaser shall refrain from taking, directly or indirectly, any action that is reasonably likely to result in the event that all failure of any conditions contained in the Debt Commitment Letter have been satisfied (Financing Commitments or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreementany definitive agreement related thereto. In the event If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterFinancing Commitments, the Buyer Purchaser shall use its reasonable best efforts to arrange to and obtain financing as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, practicable from alternative sources of financing in an amount sufficient, when added sufficient to replace the Financing as promptly as practicable and without the imposition of any new or additional conditions and without any adverse amendment to existing conditions to the portion of the Debt Financing that is available Financing, and Purchaser’s obligations under this Section 7.05(a) shall apply to such alternative financing and the Buyer’s cash on handagreements related thereto as if such alternative financing is the Financing and any commitment related thereto is the Financing Commitments; provided, to consummate the Transactions and pay any other amounts that Purchaser shall not be required to be paid agree to terms and conditions with respect to any alternative financing that are, in the aggregate, materially less favorable in any material respect to Purchaser than those set forth in the Financing Commitments. (b) Prior to the Applicable Closing, the Sellers shall use their commercially reasonable efforts to provide, and shall use their commercially reasonable efforts to cause their Affiliates and their respective officers, directors, employees and agents to provide, at Purchaser’s sole cost and expense, all reasonable cooperation in connection with the consummation arrangement of the Transactions Financing as may be reasonably requested by Purchaser and that is customary in connection with Purchaser’s efforts to obtain the Financing, including to (i) provide readily-available financial and other information relating to the Sellers to the Lenders (including information to be used in the preparation of an informational package regarding the business, operations, financial projections and prospects of Purchaser and the Business and Purchased Assets which is customary for such financing or reasonably necessary for the completion of the Financing by the Lenders, to the extent reasonably requested by Purchaser (including prior real estate title commitments, surveys, environmental reports and similar information), (ii) assist in the preparation of bank information memoranda and similar documents (including historical and pro forma financial statements and information) for the Financing, (iii) cause the Sellers and their Affiliates to execute and deliver (and use commercially reasonable efforts to obtain from the Sellers’ and their Affiliates’ advisors) at, or conditional upon, the Applicable Closing customary certificates (including a certificate of the principal financial officer of each of the Sellers with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Financing) or other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by Purchaser, (iv) assist in the preparation of, entering into and, upon reasonable prior notice to the extent related to the participation in meetings, presentations, drafting sessions or similar activities, syndication of one or more credit agreements, note purchase agreements, indentures, currency or interest hedging agreements or other agreements, including by refraining from entering into any competing financing transactions, (v) use commercially reasonable efforts to have the independent accountants of the Sellers provide their reasonable cooperation and assistance, (vi) cooperate reasonably with the Lenders’ due diligence, to the extent customary and reasonable, (vii) refrain from pursuing any financing transactions that may delay, impede or otherwise adversely affect the Financing and (viii) assist Purchaser and the Lenders to benefit from the existing lending relationships of the Sellers and their Affiliates; provided, however, that no requested cooperation pursuant to this Section 7.05(b) shall delay the Applicable Closing, or unreasonably interfere with the ongoing operations of Sellers and the Sellers shall not (A) be required to pay all any commitment or other similar fee, (B) have any Liability under any credit agreement, note purchase agreement, indenture, hedging agreement or other agreement or document related fees and expenses to the Financing, or (“Alternative Debt Financing”C) and to obtain, and, when obtained, to provide the Company with a copy incur any out-of, a new financing commitment that provides for -pocket expense unless such Alternative Debt Financing expense is advanced or simultaneously reimbursed by Purchaser (the “Alternative Debt Financing Commitment Letter”without set-off). For Purchaser shall, without the purposes right of set-off, indemnify and hold harmless Sellers and their respective subsidiaries and Representatives from and against any and all Losses suffered or incurred by them in connection with (1) any action taken by them at the request of Purchaser pursuant to this Section 7.05(b) or in connection with the arrangement of the Financing or (2) any information utilized in connection therewith (other than information relation to Sellers approved by Sellers for use therein). This indemnification shall survive termination of this Agreement. All material, the terms “Debt Commitment Letter” non-public information regarding Sellers and “Fee Letter” their Affiliates provided to Purchaser or its Representative pursuant to this Section 7.05(b) shall be deemed kept confidential by them in accordance with the Confidentiality Agreement, except for disclosure to include any Alternative Debt potential investors as required in connection with the Financing Commitment Letter or any fee letter referred subject to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingcustomary confidentially protections.

Financing. (a) The Buyer shall, and shall cause the other members of use its reasonable best efforts to (i) satisfy all conditions applicable to the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitment, including with respect to: (i) maintaining in effect the Debt Financing Commitment Provider Letter; and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect consummate the Debt Funding at or prior to the Debt Financing (Closing. Immediately after this Agreement is executed and delivered by the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent withParties, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in Buyer shall trigger the call provisions under the Debt Financing Commitment Provider Letter, provide all applicable notices thereunder and take any and all other actions required to be taken by the Buyer thereunder to call the Buyer Debt Provider to contribute the requisite amount of its commitment to the Buyer sufficient (when taken together with other sources of funds immediately available to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require ) to enable the Buyer to commence pay the Purchase Price and any Action against any of and all Transaction Expenses payable by the other parties Buyer pursuant to this Agreement and the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. Ancillary Documents. (b) In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing Funding becomes unavailable on the terms and conditions contemplated in the Debt Commitment Provider Letter, the Buyer shall use its reasonable best efforts to arrange obtain any such unavailable portion from alternative sources on comparable or more favorable terms to obtain the Buyer (as determined in the reasonable good faith judgment of the Buyer) as promptly as practicable, on terms that are not less favorable to practicable following the occurrence of such event. The Buyer than shall promptly provide the Debt Financing contemplated by Seller with the documentation evidencing such Debt Commitment Letters, as applicable, alternative sources of financing and shall give the Seller prompt notice (but in an amount sufficient, when added any event within two (2) Business Days) of any material breach by any party to the portion Debt Provider Letter or any termination of the Debt Financing that is available Provider Letter. The Buyer shall keep the Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange for replacement financing, if necessary, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Provider Letter (or any replacement thereof) without first consulting with the Seller or, if such amendment or modification would or would be reasonably expected to prevent, delay or hinder the Buyer’s cash on hand, ability to consummate the Transactions and pay any other amounts required to be paid in connection with Transactions, without first obtaining the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter Seller’s prior written consent (which such fee letters, for consent shall not be unreasonably withheld). (c) For the avoidance of doubt, may if the Buyer fails to obtain the Debt Funding contemplated by the Debt Provider Letter, or any alternative financing, the Buyer shall continue to be redacted obligated to perform its obligations under this Agreement, including this Section 5.06, and to consummate the Stock Purchase, the Asset Purchase and the other Transactions on the terms contemplated hereby (subject only to satisfaction or waiver of the conditions set forth in the same manner Sections 7.01 and 7.02, as the Fee Letters) applicable). The Parties hereby agree and acknowledge that, with respect to any Alternative Debt Financing arranged in compliance with the Buyer’s obligations pursuant to this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining 5.06, time is of the essence. Notwithstanding anything to the contrary in effect at the time in question) and the term “Debt Financing” this Agreement, there shall be deemed to include no cure period for any such Alternative Debt Financingbreach by the Buyer of this Section 5.06.

Financing. (a) The Buyer shall, and shall cause Prior to the other members of the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtainedClosing, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitment, including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Buyer Sellers shall use its their reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable provide in a timely manner to the Buyer than the Debt or its Financing contemplated by such Debt Commitment LettersSources, as applicableand shall use their reasonable best efforts to cause their senior management and representatives, alternative sources of financing in an amount sufficientincluding legal and accounting representatives, when added to provide to the portion of the Debt Financing that is available and Buyer, in each case at the Buyer’s cash on handsole expense, to consummate all cooperation reasonably requested by the Transactions and pay any other amounts required to be paid Buyer or its Financing Sources that is necessary in connection with the consummation arrangement of any financing to be obtained by the Transactions and Buyer in connection with any debt financing that the Buyer may elect to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide pursue in connection with the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing transactions contemplated by this Agreement (the “Alternative Debt Financing“), including (a) furnishing the Buyer and its Financing Commitment Letter”Sources as promptly as practicable with financial and other pertinent information regarding the Sellers as may be reasonably requested by the Buyer or its Financing Sources and that is customary for financings similar to the Financing; (b) participating in a reasonable number of meetings in connection with the Financing; (c) delivery of customary authorization letters, confirmations and undertakings; (d) preparation and delivery as promptly as practicable to the Buyer and its Financing Sources of the information and deliverables required in connection with the Financing; (e) requesting that their independent accountants cooperate with the Financing; and (f) facilitating the pledging of collateral (including obtaining any payoff letters and other cooperation in connection with the repayment or requirement of existing indebtedness and the release and termination of any and all related Liens); provided, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Sellers. For The Sellers shall not be required to take any action that would subject them to actual or potential liability, to bear any cost or expense (other than reasonable out-of-pocket costs) or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred of the foregoing prior to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt FinancingClosing Date.

Financing. (a) The Buyer shallEach of Parent and Merger Sub shall use, and shall cause the other members of the Buyer Group toits Affiliates to use, its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, consummate and obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitments, including with respect to: using (and causing their Affiliates to use) their respective reasonable best efforts to (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiatingsatisfy, executing and delivering definitive agreements with respect or cause their Representatives to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable thansatisfy, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions applicable to Parent, Merger Sub or their Representatives in the Financing Commitments, (ii) cause the lenders and any other Persons providing the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the (“Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources Sources”) to fund the Debt Financing, but in no event will Financing at the Buyer be required to do so prior Effective Time and (iii) subject to the time terms and conditions of the Closing is required Equity Commitment Letter, cause the Equity Financing to occur under be funded at the terms of this AgreementEffective Time. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterFinancing Commitments, the Buyer Parent and Merger Sub shall use its their respective reasonable best efforts to arrange to obtain and obtain, as promptly as practicablepracticable following the occurrence of such event, alternative financing from alternative sources, on terms that are not in the aggregate less favorable to Parent and Merger Sub (and their Affiliates) than those set forth in the Buyer than Financing Commitments as in effect on the Debt Financing contemplated by such Debt Commitment Lettersdate of this Agreement, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on handavailable, to consummate the Transactions and pay transactions contemplated by this Agreement (the “Alternative Financing”); provided, that, notwithstanding anything to the contrary in this Section 6.8 or in any other amounts provision of this Agreement, in no event shall Parent or Merger Sub be required to be paid in connection with the consummation amend or waive any of the Transactions terms or conditions hereof. Parent shall deliver to the Company as promptly as practicable (and no later than two (2) Business Days) after such execution, true and complete copies of all agreements or other arrangements pursuant to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, which any such alternative sources shall have committed to provide the Company with a copy of, a new financing commitment that provides for any such Alternative Debt Financing (the “Alternative Debt Financing Commitment LetterAgreements”). For . (b) To the purposes extent applicable and subject to the terms and conditions of this Agreement, Parent and Merger Sub shall use their respective reasonable best efforts to obtain the Alternative Financing on the terms “Debt Commitment Letter” and “Fee Letter” conditions described in the Alternative Financing Agreements. Each of Parent and Merger Sub shall be deemed to include any use its reasonable best efforts to: (i) maintain in effect the Alternative Debt Financing Commitment Letter or any fee letter referred to Agreements, (ii) satisfy on a timely basis all conditions in such the Alternative Debt Financing Commitment Letter Agreements within its control, (which such fee letters, iii) cause the financing sources for the avoidance Alternative Financing to fund the Alternative Financing at the Effective Time and (iv) enforce its rights under the Alternative Financing Agreements. (c) Neither Parent nor Merger Sub shall permit any amendment or modification to be made to, or consent to any waiver of doubtany provisions or remedy under, may the Financing Commitments, if such amendment, modification or waiver (i) reduces the aggregate amount of the Financing (including by changing the amount of fees to be redacted paid or original issue discount) contemplated in the same manner Financing Commitments (unless the Equity Financing or Debt Financing, as the Fee Letterscase may be, is increased by an amount corresponding to such reduction), (ii) imposes new or additional conditions that would reasonably be expected to (x) prevent or materially delay the ability of Parent to consummate the Merger and the other transactions contemplated hereby or (y) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Commitments. For purposes of clarification, the foregoing shall not prohibit Parent from amending the Facility Agreement to add additional lender(s) (and Affiliates of such additional lender(s)) as a party thereto. Parent shall not release or consent to the termination of the obligations of any party to provide the Financing under the Financing Commitments and, if applicable, the Alternative Financing Agreements. Parent shall give the Company notice promptly (i) upon becoming aware of any breach of any material provisions of, or termination by any party to, the Financing Commitments and, if applicable, the Alternative Financing Agreements or (ii) upon the receipt of any written or oral notice or other communication from any Person with respect to any threatened breach or threatened termination by any party to the Financing Commitments and, if applicable, the Alternative Debt Financing arranged Agreements. Parent shall keep the Company reasonably informed on a reasonably current basis of the status of Parent’s efforts to arrange any Alternative Financing, if applicable. (d) The Company shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its Representatives to, use their reasonable best efforts to cooperate with Parent’s reasonable requests in compliance connection with the arrangement, consummation, funding or draw-down of the Financing and, if applicable, the Alternative Financing Arrangements; provided that (i) the Company and its Subsidiaries shall not be required to pay or agree to pay any fees or reimburse any expenses or give any indemnities to any Person prior to the Effective Time and (ii) such cooperation by the Company or its Subsidiaries shall not be required to the extent such cooperation unreasonably interferes with the Company’s or its Subsidiaries’ ongoing operations. (e) All non-public or otherwise confidential information regarding the Company and its Subsidiaries obtained by Parent, Merger Sub, its Affiliates or their respective Representatives pursuant to this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” 6.8 shall be deemed kept confidential in accordance with the terms of the Confidentiality Agreement. Parent and Merger Sub acknowledge and agree that the Company and its Affiliates and its and their respective Representatives shall not, prior to include the Effective Time, incur any such Alternative Debt Financingindebtedness to any person under any financing that Parent and Merger Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 6.8.

Financing. (a) The Buyer Members acknowledge that as of the date hereof the Properties are subject to the Existing Loans. The Administrative Member shall, and shall subject to the provisions of this Agreement, including Section 4.5(a)(2) hereof, cause the other members of Company and the Buyer Group to, take, or cause Property Owners to be taken, comply in all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing on respects with the terms and conditions described provisions of the Existing Loans. (b) Notwithstanding any other provision of this Agreement to the contrary, the Blackstone Member shall have the unilateral and exclusive right, in its sole and absolute discretion, during the period in which voluntary prepayment is permitted under any Indebtedness and on or following the maturity of the Existing Loan or any other Indebtedness with respect to each Property, to cause the Company and/or the Property Owners to obtain one or more loans (any such loan and any amendment, extension, restatement, modification, restructuring and refinancing thereof shall be referred to as a “Financing”) which may be secured by one or more mortgage liens on the Properties and/or pledges of ownership interests in the Debt Property Owners, provided that such Financing Commitmentshall be a Qualified Financing; provided that the Blackstone Member shall only have the right to cause a voluntary prepayment of the Existing Loans prior to maturity thereof if no penalty, including premium or defeasance costs are payable in connection with respect to: such prepayment. The Members agree that they and their respective Affiliates as required by the Lender of a Financing shall promptly provide such Lender with all information in its possession or readily obtainable relating to the Properties, the Company and the Members which is reasonably requested by such Lender in connection with a Financing. (c) In connection with the closing of any Financing, GPLP shall be required to provide in favor of the Lender thereof any required (i) maintaining in effect the Debt Financing Commitment guaranty of customary non-recourse carveouts and complying with all obligations thereunder; (ii) negotiatingenvironmental indemnity (collectively, executing the “Glimcher Future Financing Guaranties”) in each case in such form and delivering definitive agreements substance as is required by such Lender. In connection with the Glimcher Financing Guaranties, the Glimcher Member shall provide to such Lender all information in its possession or readily available with respect to the Debt financial condition of the Glimcher Member which is requested by the Lender in connection with such Financing. As used herein, the term “Glimcher Financing Guaranties” shall mean (the “Debt 1) any Glimcher Future Financing Agreements”) on terms no less favorable thanGuaranties, and otherwise consistent with, (2) the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s existing guaranty of recourse obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, executed by GPLP with respect theretoto each Existing Loan. In Notwithstanding the foregoing, in the event that all conditions contained in as of the Debt Commitment Letter have been satisfied (or upon funding will be satisfied)closing of a Financing relating to any Property, the Buyer Property Management Agreement for such Property has been terminated and no Affiliate of the Glimcher Member is then the property manager with respect to such Property, GPLP shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer not be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event provide any portion of the Debt Glimcher Future Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid Guaranty in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.

Financing. (a) The Buyer shall, and Buyers shall cause the other members of the Buyer Group to, take, or cause use their reasonable best efforts to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitment, including with respect to: (ix) maintaining maintain in effect the Debt Financing Commitment Commitments and complying with all obligations thereunder; to satisfy the conditions to obtaining the Financing set forth therein (iiincluding, without limitation, by funding the equity contemplated by the Equity Financing Commitment), (y) negotiating, executing and delivering enter into definitive financing agreements with respect to the Debt Financing (the “"Debt Financing Agreements”Agreement") on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in so that the Debt Financing Commitment applicable Agreement is in effect as soon as reasonably practicable but in any event no later than the Closing Date and (z) consummate the Financing at or prior to Closing. Subject to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any satisfaction or waiver of the other parties conditions to Closing in Article V of this Agreement, Buyers agree to use the bridge facility contemplated by the Financing Commitments to cause the Closing to occur effective as of no later than October 31, 2004. Buyers shall keep IR reasonably informed of the status of the financing process relating thereto. IR shall cause the Sellers and its and their respective officers and employees to provide such cooperation as may be reasonably requested by Buyers in connection with the Debt Financing Commitment and any offering of debt securities privately or in a registered offering, including in connection with the definitive documentation for preparation of "bank books", offering materials and similar documents and all other necessary cooperation in connection with the arrangement of any financing to be consummated contemporaneous with or at or after the Closing in respect of the transactions contemplated by this Agreement, including without limitation, participation in good faith in meetings, due diligence sessions, road shows, the preparation of offering memoranda, registration statements or other appropriate disclosure documents and the execution and delivery of underwriting, placement or similar agreements, whose effectiveness shall be conditioned on the closing of the transactions contemplated by this Agreement. If necessary in connection with the Debt Financing, if any, with respect thereto. In in the event that all Closing has not occurred due solely to the failure of one or more of the conditions contained to Closing in the Debt Commitment Letter have been Article V to be satisfied (or upon funding will be capable of being satisfied), the Buyer shall cause and the Debt Financing Sources shall not have been consummated, by November 9, 2004, IR shall provide to fund the Buyers on or prior to such date with an unaudited balance sheet of the Dresser-Rand Group and the Business as of September 30, 2004 and the related unaudited statements of income and cash flows for the nine-month period ended September 30, 2004 (the "September Financial Statements"). (b) As reasonably requested by Buyers and necessary to the consummation of the Debt Financing, but in no event IR shall use commercially reasonable efforts to (i) to ensure that PWC will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion conduct a review of the Debt Financing becomes unavailable on Six-Month Financial Statements and the terms September Financial Statements, as the case may be, in accordance with SAS 100, and conditions contemplated in a manner reasonably satisfactory to IR (the "SAS 100 Review") as soon as practicable following the delivery thereof, (ii) cooperate and assist Buyers in the Debt Commitment Letter, preparation of data (including selected financial data and management discussion and analysis of financial statements) that the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing Securities and Exchange Commission would require in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid a registered offering in connection with the consummation offering of securities of the Transactions type contemplated by the Debt Financing, (iii) obtain from PricewaterhouseCoopers LLP "comfort" letters and updates thereof in customary form and covering the matters of the type customarily covered in "comfort" letters in connection with offerings of securities of the type contemplated by the Debt Financing and (iv) provide Buyers with documents reasonably requested by Buyers in order for Buyers to pay all related obtain title insurance and a current survey with respect to material Owned Real Property. All reasonable out-of-pocket costs and expenses incurred by IR or Sellers (including, without limitation, the fees and expenses of Sellers' accountants, which shall be paid directly by Buyers) pursuant to this paragraph and in connection with any other Debt Financing matters shall be borne by Buyers, and shall be paid by Buyers to the party incurring such costs and expenses at least one (“Alternative Debt Financing”1) business day prior to the Closing so long as such party has provided reasonable documentation for such expenses at least five (5) days prior to the Closing. (c) If, notwithstanding the use of reasonable best efforts by Buyers to satisfy its obligations under Section 6.19(a) and to obtain(b), and, when obtained, to provide any of the Company with a copy of, a new financing commitment that provides for such Alternative Financing Commitments or the Debt Financing Agreement expire or are terminated prior to the Closing, in whole or in part, for any reason, Buyers shall (i) promptly notify IR of such expiration or termination and the “Alternative Debt reasons therefor and (ii) use its reasonable efforts promptly to arrange for alternative financing to replace the financing contemplated by such expired or terminated commitments or agreements, sufficient to consummate the transactions contemplated by this Agreement. The Buyers shall keep IR reasonably apprised of the status of all matters relating to the Financing and shall give IR prompt written notice of (i) any material breach by any party of the Financing Commitments (or any definitive agreements entered into pursuant thereto) or (ii) any condition to the funding under any such Financing Commitment Letter”). For the purposes becoming incapable of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingbeing satisfied.

Financing. (a) Purchaser agrees that it is not a condition to the Closing or to any of its other obligations under this Agreement that Purchaser obtain financing for the transactions contemplated hereby. Purchaser has furnished Seller with a true and correct copy of the executed Debt Commitment Letter, dated as of the date hereof, between Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Bank of America, N.A. (together with any other persons added as parties to the Debt Commitment Letter in accordance with the terms thereof and this Agreement, the “Debt Financing Sources”) and excerpts of those portions of each executed fee letter and engagement letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, the “Debt Commitment Letter”). The Buyer Debt Commitment Letter is not subject to any conditions or other contractual contingencies other than as set forth therein and is binding and, on the date hereof, in full force and effect. All commitments and other fees required to be paid under the Debt Commitment Letter prior to the date hereof have been paid, and as of the date hereof, Purchaser has no knowledge of any fact or occurrence existing on the date hereof that makes any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate that would reasonably be expected to cause the Debt Commitment Letter to be ineffective. Assuming no breach or default by Seller under this Agreement and based upon facts and events known by Purchaser as of the date of this Agreement, Purchaser is not aware of the existence of any fact or event as of the date of this Agreement that would reasonably be expected to cause such conditions to funding (including any such conditions that relate to conditions precedent, representations and warranties, covenants or events of default under any other debt agreements of Purchaser) not to be satisfied. (b) Purchaser shall, and shall cause the other members of the Buyer Group its affiliates to, use reasonable best efforts to take, or cause to be taken, all actions and appropriate action, do, or cause to be done, all things necessary, proper or advisable under Applicable Law, and to obtainexecute and deliver, or cause to be obtainedexecuted and delivered, the proceeds of such instruments and documents as may be required, to arrange the Debt Financing as promptly as reasonably practicable on the terms (including the “market flex” provisions) and subject only to the conditions described contained in the Debt Financing CommitmentCommitment Letter, including with respect to: to (i) maintaining in effect the Debt Financing Commitment negotiate and complying with all obligations thereunder; (ii) negotiating, executing and delivering enter into definitive agreements with respect to the Debt Financing (x) on the terms (including the “Debt Financing Agreements”market flex” provisions) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable subject only to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied or (y) on other terms that (1) do not contain any additional or upon modified conditions or other contingencies to the funding will be satisfiedof the Debt Financing than those contained in the Debt Commitment Letter as of the date of this Agreement, (2) are in a form that is otherwise not reasonably likely to impair or materially delay the funding of the Debt Financing or the Closing and (3) do not reduce the aggregate amount of the Debt Financing set forth in the Debt Commitment Letter as of the date of this Agreement, unless in the case of this clause (3), replaced with an amount of new financing on conditions no less favorable to Seller than the Buyer shall terms set forth in the Debt Commitment Letter for the Debt Financing as of the date of this Agreement, (ii) satisfy, and cause its affiliates to satisfy, on a timely basis all conditions applicable to Purchaser or its affiliates contained in the Debt Commitment Letter and (iii) consummate the Debt Financing contemplated by the Debt Commitment Letter at or prior to the Closing, which efforts to consummate the Debt Financing may include the taking of enforcement action to cause the Debt Financing Sources to fund the Debt Financing if the conditions to such Debt Financing are satisfied. Purchaser shall, and shall cause its affiliates to, refrain from taking, directly or indirectly, any action that is reasonably likely to result in the failure of any of the conditions contained in the Debt Commitment Letter or in any definitive agreement related to the Debt Financing. For the avoidance of doubt and notwithstanding anything to the contrary in this Section 5.07, Purchaser acknowledges and agrees that its obligation to consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein are not conditioned upon the availability or consummation of the Debt Financing, but in no event will the Buyer be required availability of any replacement commitments or receipt of the proceeds therefrom. (c) Purchaser shall not agree to do so or permit any amendment, supplement or other modification of, or waive any of its rights under, the Debt Commitment Letter without Seller’s prior written consent, except that Purchaser may amend, supplement or otherwise modify the Debt Commitment Letter if such amendment, supplement or other modification (i) does not contain additional or modified conditions or other contingencies to the time funding of the Debt Financing relative to those contained in the Debt Commitment Letter as in effect on the date of this Agreement and (ii) is otherwise not reasonably likely to impair or materially delay the funding of the Debt Financing or the Closing is required (it being understood that, subject to occur under the terms requirements of this Agreement. In clause (c), such amendment, supplement or other modification of the event Debt Commitment Letter may provide for the assignment of a portion of the financing commitment to additional agents or arrangers and grant such persons approval rights with respect to certain matters as are customarily granted to additional agents or arrangers). (d) If any portion of the Debt Financing becomes unavailable on the terms (including the “market flex” provisions) and conditions contemplated contained in the Debt Commitment Letter, the Buyer Purchaser shall promptly notify Seller, and Purchaser shall use its reasonable best efforts to arrange to obtain obtain, as promptly as practicablepracticable following the occurrence of such event, replacement commitments on terms that will enable Purchaser to consummate the transactions contemplated by this Agreement and that are not less favorable in the aggregate to Seller than those contained in the Debt Commitment Letter; provided that such replacement commitments shall not (i) be subject to any additional or modified conditions or other contingencies to the Buyer than funding of the Debt Financing contemplated by such than those contained in the Debt Commitment LettersLetter as in effect on the date of this Agreement or (ii) otherwise be reasonably likely to impair or materially delay the funding of the Debt Financing or the Closing. Purchaser shall deliver to Seller complete and correct copies of all amendments, as applicablesupplements, alternative sources of financing in an amount sufficientother modifications or agreements pursuant to which any amended, when added to the supplemented, modified or replacement commitments provide Purchaser with any portion of the Debt Financing; provided that Purchaser may redact from any such copies the fee amounts payable to the Debt Financing that is available and the Buyer’s cash Sources. Purchaser shall keep Seller informed on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation a timely basis of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide status of the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at material developments relating to the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.

Financing. (a) The Subject to the terms and conditions of this Agreement, Buyer shallshall use its reasonable best efforts to obtain the Financing contemplated by the Commitment Letter, and shall cause the other members of the Buyer Group to, takeincluding taking, or cause causing to be taken, all actions and dodoing, or cause causing to be done, all things necessary, proper or advisable to obtainobtain the Financing contemplated by the Commitment Letter. Buyer may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Commitment Letter as of the date of this Agreement, or cause otherwise replace or amend the Commitment Letter, in each case, so long as such action would not (A) reasonably be expected to be obtaineddelay or prevent the Closing, (B) expand on, or provide for additional, conditions precedent to the proceeds initial funding of the Debt Financing on or (C) reduce the terms aggregate amount of the Financing at the Closing below an amount sufficient (when taken together with Buyer’s other available funds) to enable Buyers to pay the Purchase Price and conditions described in the Debt Financing Commitment, including with respect to: maximum amount of the Contingent Payment. (ib) maintaining Buyer shall maintain in effect the Debt Financing Commitment Letter and complying with all obligations thereunder; (ii) negotiating, executing and delivering negotiate definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, substantially the terms and conditions contained therein; and (iii) satisfying in the Commitment Letter. Upon the request of the Seller from time to time, Buyer shall keep the Seller informed on a timely reasonably current basis all conditions and in reasonable detail of the Debt Financing Commitment applicable to the status of Buyer’s obligations thereunder and complying with efforts to arrange the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or or, upon funding will be satisfied), the Buyer shall use its reasonable best efforts to cause the Debt Financing Sources to fund on the Debt Financing, but in no event will Closing Date the Buyer be financing required to do so prior to consummate the time the Closing is required to occur under the terms of transactions contemplated by this Agreement. In the event any that all or a portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letterunavailable, the Buyer shall use its reasonable best efforts to arrange replacement financing on terms not materially less favorable, taken as a whole, to obtain Buyer than those under the Commitment Letter from alternative sources as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing practicable in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, sufficient to consummate the Transactions transactions contemplated by this Agreement (and pay any other amounts required in such case references in this Agreement to the Commitment Letter shall be paid deemed to refer also to the agreements under which such replacement commitments are provided, references in connection this Agreement to the Financing shall be deemed to refer also to the financing contemplated thereby, and all obligations of Buyer pursuant to this Section 7.13 shall be applicable thereto to the same extent as with respect to the consummation of Commitment Letter and the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, references to the terms “Debt Commitment Letter” shall include such documents as permitted or required by this Section 7.13 to be amended, modified or replaced, in each case from and after such amendment, modification or replacement and references to the “Fee LetterFinancing” shall be deemed to include any Alternative Debt Financing such modified or alternative debt financing. (c) Buyer shall give the Seller prompt notice of any breach, default of, or actual withdrawal, repudiation or termination in writing by, any party to the Commitment Letter or of any fee letter referred condition not likely to be satisfied, in such Alternative Debt Financing each case, of which Buyer becomes aware or any termination of the Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt FinancingLetter.

Financing. (a) The Buyer shall promptly, after their execution, deliver to the Seller true, complete and correct copies of signed commitment letters and related term sheets received by the Buyer from debt and, if applicable, equity financing sources (including equity financing sources (if any) for Holding). The Buyer shall promptly notify the Seller of the refusal of any party to the debt commitment letter to provide the financing in accordance with each of the terms and conditions described therein. The Seller shall, and shall cause the other members of Companies to, provide such assistance and cooperation as the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, its Affiliates may reasonably request in connection with obtaining the proceeds of the Debt Financing on the terms and conditions debt financing described in the Debt Financing Commitmentdebt commitment letter, including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect providing reasonable access to the Debt Financing (Business and the “Debt Financing Agreements”) on terms no less favorable thanAssets, reasonably cooperating with the Buyer and its Affiliates in preparing definitive debt financing documents and reasonably cooperating with the Buyer in making closing deliveries required thereunder. In furtherance of the foregoing, Seller shall, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt FinancingCompanies to, but in no event will assist and cooperate with the Buyer be and its Affiliates in their obtaining landlord lien waivers, non-disturbance agreements and estoppel certificates required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation debt financing described in the debt commitment letter (including promptly facilitating discussions with the relevant landlords for the Real Property). Notwithstanding anything to the contrary herein, neither the Seller nor any of its Affiliates (including the Companies) will be required to make any out of pocket expenditure in connection with their obligations under this Section 5.7 nor shall any provision of this Section 5.7 be interpreted to require that the Seller postpone the Closing Date. The Parties acknowledge that nothing herein is intended to imply that Buyer’s obtaining financing pursuant to the commitment letters is a condition to the obligation of the Buyer to perform the Transactions and contemplated to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide be performed on the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt FinancingClosing Date.

Financing. (a) The Buyer shall, and shall use its reasonable best efforts to cause the other members of Financing contemplated by the Buyer Group toCommitment Letter, take, or cause subject to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitmentset forth therein, to be available at Closing, including with respect to: by using its best efforts to (i) maintaining maintain in effect the Debt Commitment Letter and, if entered into prior to the Closing, the definitive documentation with respect to the Financing contemplated by the Commitment and complying with all obligations thereunderLetter; (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying satisfy on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s Buyer in the Commitment Letter that are within its control and comply with its obligations thereunder and complying with not take or fail to take any action that would be reasonably expected to prevent or impede or delay the terms thereofavailability of the Financing; provided and (iii) enforce its rights under the Commitment Letter in the event of a breach by the Financing source that this covenant shall not require impedes or delays the Closing, including by seeking specific performance of the parties thereunder if necessary, unless the Buyer reasonably concludes that seeking specific performance is impracticable or not reasonably likely to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect theretosucceed under such circumstances. In the event that all conditions contained in to the Debt Commitment Letter Financing have been satisfied (or upon funding will be satisfied), the Buyer shall use its best efforts to cause the Debt lenders and the other Persons providing such Financing Sources to fund such Financing on the Debt FinancingClosing Date. Notwithstanding anything to the contrary herein, but if the Financing in no event will the amount set forth in the Commitment Letter becomes unavailable to the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letterset forth therein, the Buyer shall use its reasonable best efforts to arrange obtain such funds to obtain the extent available on material terms and conditions no less favorable in the aggregate to the Buyer than as set forth in the Commitment Letter (the “Alternate Financing”). For purposes of this Agreement, “reasonable best efforts” or any substantially similar undertakings shall not require Buyer to (i) pay (or agree to pay) more for the Financing or the Alternate Financing (whether in interest rate, fees or otherwise) than the terms set forth in the Commitment Letter, or (ii) waive any condition or agree to any changes to the Commitment Letter. (b) The Seller shall provide such cooperation and assistance as the Buyer reasonably requests in connection with the arrangement of the Financing contemplated by the Commitment Letter or any Alternate Financing, including (to the extent that such activities do not unreasonably interfere with the business or operations of the Seller): (i) participation by appropriate senior management of the Seller in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions with rating agencies and prospective lenders; (ii) assisting Buyer with the preparation of customary rating agency presentations, marketing materials and information memoranda (including the delivery of one or more customary representation and authorization letters) as may be required in connection with the Financing; (iii) facilitating the pledging and mortgaging of collateral, including assisting with the preparation of security documents, other definitive financing documents, and other certificates or documents and back-up therefor as may be reasonably requested by the Financing sources provided that no obligation or agreement of the Seller under any agreement, document or pledge related to the Financing shall be operative until the Closing and no release or termination of any Lien shall be effective until the Closing and only in accordance with the applicable payoff documents; (iv) furnishing Buyer, as promptly as practicable, on terms that are not less favorable with such financial and other pertinent information relating to the Buyer Seller or the Purchased Assets as may be reasonably required by the Financing sources, and using reasonable best efforts to obtain customary comfort letters and consents from independent public accountants (provided that the Seller shall not be required to prepare or furnish any financial statements other than the Debt Financial Statements, and provided, further, that the Buyer shall be responsible for the preparation of pro forma financial statements); (v) assisting in the negotiation of definitive documents for the Financing contemplated as may be reasonably requested by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate become effective on the Transactions Closing; (vi) delivering notices of prepayment within the time periods required by the relevant agreements governing the Seller’s indebtedness, to become effective only upon the Closing, and pay any other amounts obtaining customary consents payoff letters, lien terminations and instruments of discharge to be delivered at and effective only on the Closing, to allow for the payoff, discharge and termination in full at the Closing of such indebtedness as is required to be paid repaid, discharged or terminated pursuant to the definitive documents for the Financing; and (vii) promptly and in any event at least three (3) Business Days prior to the Closing Date, furnishing Buyer with all documentation and other information (to the extent reasonably requested by the Financing sources at least ten (10) Business Days prior to the Closing Date) that is required by regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (c) Nothing in this Section 6.13 shall require the Seller to (i) waive or amend any terms of this Agreement; (ii) take any action that could be expected to result in a breach of a Material Contract; (iii) take any action that would reasonably be expected to subject it to any actual liability or require it to pay or reimburse any fees or expenses for which it would not be entitled to reimbursement pursuant to Section 6.13(e) or is not otherwise indemnified by or on behalf of Buyer, or to give any indemnities that are effective prior to the Closing; or (iv) obtain approval of its board of directors or similar governing body for any resolutions or authorizations relating to the Financing. (d) All non-public or other confidential information provided by Seller or any of its Representatives pursuant to this Agreement shall be kept confidential in accordance with the Confidentiality Agreement; provided, however that Buyer shall be permitted to disclose such information to any financing sources or prospective financing sources and other financial institutions that are or may become parties to the Financing or the Alternate Financing (and to their respective counsel and auditors) so long as such Persons obtain the prior written consent of the Seller prior to receiving any such information and (i) agree to be bound by the Confidentiality Agreement as if parties thereto; or (ii) are subject to other customary confidentiality undertakings reasonably satisfactory to the Seller (it being acknowledged and agreed that the notices and undertakings in a form customarily used in confidential information memoranda for senior credit facilities or mezzanine facilities are reasonably satisfactory to the Seller). (e) Promptly upon request by the Seller, the Buyer shall reimburse the Seller (or pay in advance) for any reasonable and documented out-of-pocket costs and expenses (including outside attorneys’ fees) incurred by the Seller in connection with the consummation cooperation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with Seller contemplated by this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing6.13.

Financing. (a) The Buyer shallSubject to the terms and conditions of this Agreement, Parent and Purchaser shall use their reasonable best efforts to obtain the Financing on the terms, and shall cause subject to the other members of conditions (including any “market flex” provisions), set forth in the Buyer Group toFinancing Letters, takeincluding using their reasonable best efforts to (i) maintain in effect the Financing Letters in accordance with the terms and conditions thereof, or cause (ii) negotiate and enter into definitive agreements with respect to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing on the terms and conditions described (including any “market flex” provisions) set forth in the Debt Financing CommitmentCommitment Letter (or with conditions no less favorable to Parent and Purchaser than the conditions set forth in the Debt Commitment Letter), including (iii) complete the Marketing Materials (with respect to: (ithe assistance of the Company pursuant to Section 8.6(c)) maintaining and assist Lender in effect initiating its marketing of the Debt Financing as promptly as practicable following the date hereof, (iv) satisfy on a timely basis all conditions to funding in the Financing Letters and the definitive agreements relating to the Financing (other than, with respect to the Debt Commitment Letter, any condition as to which the failure to be so satisfied is a direct result of the Company’s failure to furnish information required to be furnished by the Company under Section 8.6(c)) and complying not take any action or omit to take any action to cause the Financing to be unavailable at Closing, (v) consummate the Financing at or prior to the Acceptance Time, including using its reasonable best efforts to cause the Persons committing to fund the Financing to fund the Financing at or prior to the Acceptance Time and (vi) comply with all its obligations thereunder; under the Financing Letters, it being understood that Parent and Purchaser shall not be in breach of their obligations set forth above on account of any failure to so comply directly resulting from any inaccuracy in the representations and warranties of the Company set forth herein or any failure by the Company to comply with its obligations hereunder. Parent and Purchaser shall not, without the prior written consent of the Company, permit any amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Financing Letters or the definitive agreements relating to the Financing if such amendment, modification or waiver would (iiA) negotiatingreduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount), executing unless (1) the Debt Financing or the Equity Financing is increased by a corresponding amount or the Debt Financing is otherwise made available to fund such reduction, or such fees or original issue discount, and delivering (2) after giving effect to any of the transactions referred to in the immediately preceding clause (1), the representations and warranties set forth in Section 6.6 shall be true and correct, or (B) impose additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions to the Financing, or otherwise expand, amend or modify any other provision of the Financing Letters, in each case in a manner that would reasonably be expected to (1) delay or prevent or make less likely to occur the funding of the Financing (or satisfaction of the conditions to the Financing) or (2) adversely impact the ability of Parent or Purchaser to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing, in the case of each of the immediately preceding clauses (1) and (2), in any material respect (provided that, subject to compliance with the other provisions of this Section 8.6(a), Purchaser may amend (x) the Debt Commitment Letter to add additional lenders, arrangers, bookrunners, agents and other commitment parties and (y) the definitive agreements with respect to the Debt Financing to give effect to “market flex” provisions). Parent or Purchaser shall promptly deliver to the Company copies of any amendment, modification or waiver to or under any Financing Letter (other than any portion thereof that sets forth terms of the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions type that were subject to redaction in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment Redacted Fee Letter) or the material definitive documentation for agreements relating to the Debt Financing, if any, with respect thereto. In executed and delivered prior to the event that all conditions contained Acceptance Time. (b) Parent and Purchaser shall keep the Company informed on a reasonably current basis and in reasonable detail of the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause status of their efforts to arrange the Debt Financing Sources and promptly provide to fund the Company copies of the material definitive documents for the Debt Financing, but in no event will the Buyer be required to do so Financing if executed and delivered prior to the time Acceptance Time. Parent and Purchaser shall give the Closing is required Company prompt notice (i) of any breach or default by any party to occur under any of the terms Financing Letters or definitive agreements related to the Financing of this Agreementwhich Parent or Purchaser becomes aware, or (ii) of the receipt of any written notice or other written communication, in each case from any financing source with respect to any (A) actual or potential breach, default, termination or repudiation of the Financing Letters or any provisions thereof or any definitive agreement related to the Financing or any provisions thereof or (B) material dispute or disagreement between or among any parties to any of the Financing Letters or any definitive agreement related to the Financing. In Upon the event occurrence of any circumstance referred to in clause (i) or (ii) of the preceding sentence, or if any portion of the Debt Financing otherwise becomes unavailable on the terms and subject to the conditions (including any applicable “market flex” provisions) contemplated in by the Debt Commitment Letter, and such portion is reasonably required to fund the Buyer aggregate Offer Price, the aggregate consideration in respect of the Series A Share Purchase, the aggregate Merger Consideration, and the consideration provided herein in respect of Company Options and Company RSUs and all fees, expenses and other amounts contemplated to be paid by Parent or Purchaser pursuant to this Agreement, Parent and Purchaser shall use its reasonable best efforts to arrange and obtain in replacement thereof alternative financing from alternative sources in an amount sufficient to obtain consummate the Transactions with terms and conditions not materially less favorable, taken as a whole, to Parent and the Company than the terms and conditions set forth in the Debt Commitment Letter as promptly as practicablepracticable following the occurrence of such event. Upon the commencement of the Marketing Period, on terms that are not less favorable Parent shall give written notice thereof to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added Company. Parent and Purchaser shall deliver to the Company true and correct copies of all debt commitment letters, contracts or other arrangements (including Redacted Fee Letters) pursuant to which any such alternative source shall have committed to provide any portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid Financing. As used in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, “Debt Financing” shall include any debt financing contemplated by the terms Debt Commitment Letter as amended, modified or replaced as permitted by this Section 8.6, (1) the term “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter such documents as amended, modified or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner replaced as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with permitted by this Section 9.7(a8.6 and (2) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt FinancingLender” shall be deemed to include any such Alternative Debt FinancingPerson or Persons providing a commitment under any alternative debt financing commitment permitted under this Section 8.6.

Financing. (a) The Prior to the Closing, Buyer shall, and shall cause the other members of the Buyer Group its Affiliates to, take, or cause use their reasonable best efforts to be taken, all actions consummate and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, obtain the proceeds of the Debt NER Financing on the terms and conditions described set forth in the Debt NER Commitment Letter (or such more favorable terms as the applicable Financing CommitmentSource may agree without undue delay) not later than the date that the Closing is required to occur in accordance with Section ‎2.3, including with respect toincluding: (i) maintaining in full force and effect the Debt Financing NER Commitment and complying with all obligations thereunderLetter; (ii) negotiatingentering into, executing and delivering at the Closing, definitive agreements documents with respect to the Debt NER Financing (the “Debt Financing Agreements”) on terms no and conditions not less favorable thanthan those set forth in the NER Commitment Letter; (iii) complying with their obligations under, and otherwise consistent withsatisfying all conditions applicable to Buyer Parties in the NER Commitment Letter or in any definitive documentation with respect to the NER Financing; and (iv) enforcing its rights under the NER Commitment Letter (including by commencing Actions against the Financing Source in respect of the NER Financing to enforce the terms of the NER Commitment Letter or any definitive documents relating to the NER Financing). Prior to the Closing, Buyer shall, and shall cause its Affiliates to obtain the proceeds of the Equity Financing on the terms and conditions contained therein; set forth in the Equity Commitment Letter. (b) Buyer shall not, without the prior written consent of Seller, permit any amendment or modification to be made to, accept the imposition of new or additional conditions on, waive any rights under, or release or consent to the termination of the obligations of any other party under the NER Commitment Letter or the Equity Commitment Letter. Without limiting the generality of the foregoing, Buyer shall not, without the prior written consent of Seller, permit any amendment or modification to be made to the NER Commitment Letter that would materially decrease the aggregate amount of the NER Financing. Upon the consummation of the Equity Financing to Buyer, in accordance with the Financing Commitments, Buyer shall draw down at Closing such amount of Financing as is required to fully make the payments required pursuant to Article ‎II, as well as to fund any capital contributions to the Acquired Companies consistent with maintaining a company action level risk-based capital ratio of SLD and RRII up to the amount set forth on Schedule 5.12(b). (c) Buyer shall give Seller reasonably prompt notice of (i) any termination of the NER Commitment Letter or the Equity Commitment Letter, as applicable, or material breach by any party thereto of which Buyer becomes aware, (ii) the receipt of any written notice or other written communication from any Financing Source regarding any actual or alleged breach, default, termination or repudiation of the NER Commitment Letter or the Equity Commitment Letter, as applicable, and (iii) satisfying on a timely basis any reason Buyer believes in good faith that it will not be able to obtain all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt NER Financing or Equity Financing. Buyer shall provide any information reasonably requested by Seller relating to any of the circumstances described in the foregoing sentence as soon as reasonably practicable, but in any event within three (3) Business Days, after the date that Seller delivers to Buyer a written request for such information. Buyer shall consult with and keep Seller reasonably informed upon request of the status of its efforts to arrange for and consummate the Financing. If any portion of the NER Financing or Equity Financing becomes unavailable on the terms and conditions contemplated set forth in the Debt NER Commitment Letter or the Equity Commitment Letter, the as applicable, Buyer shall (1) promptly notify Seller of such unavailability and the reasons therefor and (2) use its reasonable best efforts to arrange to obtain efforts, as promptly as practicablepracticable following the occurrence of such event, to arrange for and obtain, and negotiate and enter into definitive documents at the Closing with respect to, alternative financing on terms that are not not, in the aggregate, materially less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing (“Alternative Financing”) in an amount sufficient, when added sufficient to permit the portion of the Debt Financing that is available and the Buyer’s cash on hand, Buyer Parties to consummate the Transactions transactions contemplated by this Agreement and the other Transaction Agreements and pay any other amounts all related costs and expenses required to be paid by them in connection with the consummation of the Transactions and to pay all related fees and expenses (“therewith; provided that in no event may any Alternative Debt Financing”) and to obtainFinancing involve a public offering that is registered with, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreementor require any filings with, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include SEC or under the securities laws of any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter jurisdiction. (which such fee letters, for d) For the avoidance of doubtdoubt and notwithstanding anything in this Agreement to the contrary, may be redacted in Buyer acknowledges and agrees that obtaining any of the same manner as Equity Financing, the Fee Letters) with respect to NER Financing or any Alternative Debt Financing arranged is not a condition to the Closing and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of any financing, subject only to the fulfillment of the conditions set forth in compliance with this Section 9.7(a) Sections ‎6.1 and ‎6.2 (or waiver thereof as provided in Sections ‎6.1 and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing‎6.2).

Financing. (a) The Buyer shall, Acquiror shall use its commercially reasonable efforts to arrange and shall cause consummate the other members of the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of financing transactions contemplated by the Debt Financing Commitment Letter on the terms set forth therein (including, without limitation, any market-flex or other similar provisions), or, if such financing is not available, to obtain alternative financing on terms and conditions that are substantially similar, taken as a whole; provided, however, that in no event will Acquiror be required to seek or obtain financing on terms and conditions that would be less favorable to Acquiror than the terms and conditions described set forth in the Debt Financing CommitmentCommitment Letter. Without limiting the foregoing, including with respect to: Acquiror shall use its commercially reasonable efforts (i) maintaining to negotiate in effect the Debt Financing Commitment and complying with all obligations thereunder; good faith respecting such financing, (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis satisfy all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied and the definitive agreements relating thereto, (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event iii) if any portion of the financing contemplated by the Debt Financing becomes unavailable Commitment Letter has become unavailable, regardless of the reason therefore, to obtain alternative financing from the same or other sources on the terms specified above, and (iv) to satisfy at or prior to the Closing all requirements of any agreements relating to the Debt Commitment Letter which are conditions to closing under such agreements or to the drawdown of proceeds thereunder. Acquiror will give the Companies prompt notice of any breach by any party to the Debt Commitment Letter and shall keep the Companies informed as to the status of its efforts to arrange the financing transactions contemplated in by the Debt Commitment Letter, the Buyer . Acquiror shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay permit any other amounts required material amendment or modification to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtainmade to, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for waiver of any material provision or remedy under the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at without the time in question) and prior written consent of the term “Debt Financing” shall Companies (such consent not to be deemed to include any such Alternative Debt Financingunreasonably withheld, delayed or denied).

Financing. (a) The Buyer shall, and Parent Parties shall cause the other members of the Buyer Group to, take, use their reasonable best efforts to arrange (or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, arranged) the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitment, Commitments in a timely manner including with respect to: using reasonable best efforts to (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; negotiate (iior cause to be negotiated) negotiating, executing and delivering definitive agreements (the "Financing Agreements") with respect to the Debt Financing (the “Debt Financing Agreements”) thereto on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and , (iiiii) satisfying satisfy (or cause to be satisfied) on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained Parent Parties in the Debt Commitment Letter have been satisfied Financing Agreements that are within their control and (iii) consummate (or upon funding will be satisfied), cause to consummated) the Buyer shall cause Financing contemplated by the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event Commitments at Closing. (b) If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterFinancing Commitments or the definitive agreements with respect thereto (the "Debt Financing Agreements"), the Buyer Parent Parties shall use its their reasonable best efforts to arrange (or cause to be arranged) to obtain alternative financing, including from alternate sources, as promptly as practicablepracticable following the occurrence of such event (and in any event not later than ten (10) Business Days prior to the End Date), on terms that are and conditions not materially less favorable favorable, in the aggregate, and from the standpoint of the Company, to the Buyer Parent Parties and the applicable borrowers than those contained in the Debt Financing contemplated by such Commitments, the Debt Commitment Letters, as applicable, alternative sources of financing Financing Agreements and any related Fee Letter and in an amount sufficient, when added at least equal to the portion of the Debt Financing that is available and or such unavailable portion thereof, as the Buyer’s cash on handcase may be (the "Alternate Debt Financing"), to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, obtain a new financing commitment that provides for letter with respect to such Alternative Alternate Debt Financing (the “Alternative "New Debt Financing Commitment") which shall replace the existing Debt Financing Commitments; provided that none of the Parent Parties or the applicable borrowers shall be required to execute any New Debt Financing Commitment Letter”)or arrange for such Alternate Debt Financing on terms and conditions (including flex provisions) which are materially less favorable, in the aggregate, to the Parent Parties and the applicable borrowers than those included in the Debt Financing Commitments and the Debt Financing Agreements, that such New Debt Financing Commitment is replacing. For In the purposes of event any New Debt Financing Commitment is obtained, (A) any reference in this AgreementAgreement to the "Debt Financing" shall mean the debt financing contemplated by the Debt Financing Commitments as modified pursuant to clause (B) below, (B) any reference in this Agreement to the terms “"Financing Commitments" or the "Debt Financing Commitments" shall be deemed to include the Debt Financing Commitments that are not superseded by a New Debt Financing Commitment Letter” at the time in question and “the New Debt Financing Commitment to the extent then in effect and (C) any reference in this Agreement to "Fee Letter” " shall be deemed to include any Alternative fee letter relating to the Debt Financing Commitments that are not superseded by a New Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) question and the term “New Debt Financing” Financing Commitments to the extent then in effect. (c) None of the Parent Parties shall agree to or permit any amendments or modifications to, or grant any waivers of, any condition or other provision under the Financing Commitments or Financing Agreements without the prior written consent of the Company if such amendments, modifications or waivers would (i) reduce the aggregate amount of the Financing (it being understood that the Debt Financing or the Equity Financing may be deemed reduced so long as the Equity Financing or the Debt Financing is increased by a corresponding amount) or (ii) impose new or additional conditions to include the Financing or otherwise expand, amend or modify to the Financing in a manner that would reasonably be expected to (A) prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby by any such Parent Party, or (B) adversely impact in any material respect the ability of the Parent Parties to enforce their rights against the other parties to the Financing Commitments or Financing Agreements. Without limiting the generality of the foregoing, none of the Parent Parties shall release or consent to the termination of the obligations of the Financing Sources under the Financing Commitments or Financing Agreements except as expressly contemplated hereby. (d) Each Parent Party acknowledges and agrees that the obtaining of the Financing (including any Alternative Debt Financing) is not a condition to the Closing, and reaffirms its obligation to consummate the Merger and the other transactions contemplated hereby, irrespective and independent of the availability of the Financing, subject to the applicable conditions set forth in Article VII and the requirements of Section 2.2. (e) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.6 shall require, and in no event shall the reasonable best efforts of any Parent Party be deemed or construed to require, any Parent Party to (i) bring (or cause to be brought) any enforcement action against any source of the Debt Financing to enforce its respective rights under the Debt Financing Commitments or Debt Financing Agreements or (ii) pay (or cause to be paid) any fees in excess of, or agree to "market flex" provisions less favorable to any Parent Party, the applicable borrowers, or the Surviving Company (or any of their Affiliates) than, those contemplated by the Debt Financing Commitments or Debt Financing Agreements (whether to secure waiver of any conditions contained therein or otherwise).

Financing. (a) The Buyer shallEach of Parent and Merger Sub shall use, and shall cause the other members of the Buyer Group toits Affiliates to use, its best efforts to take, or cause to be taken, all actions and to do, or cause to be donedone (including, if necessary, enforcement of their respective rights under the Facility Agreement), all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of consummate and obtain the Debt Financing on the terms and conditions described in reasonably satisfactory to the Debt Financing CommitmentSpecial Committee (on behalf of the Company), including with respect to: using (and causing their Affiliates to use) their respective best efforts to (i) maintaining in effect enter into the Debt Financing Commitment and complying with all obligations thereunder; Facility Agreement as promptly as practicable after the date of this Agreement, (ii) negotiatingsatisfy, executing and delivering definitive agreements with respect or cause their Representatives to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable thansatisfy, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder Parent, Merger Sub or their Representatives in such Facility Agreement and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall iii) cause the Debt Financing Sources Lender to fund the Debt Financing, but in no event will Financing at the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this AgreementEffective Time. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterFacility Agreement, the Buyer Parent and Merger Sub shall use its reasonable their respective best efforts to arrange to obtain and obtain, as promptly as practicablepracticable following the occurrence of such event, alternative financing from alternative sources, on terms that are not materially less favorable in the aggregate to the Buyer Parent and Merger Sub (and their respective Affiliates) than those set forth in the Debt Financing contemplated by such Debt Commitment Lettersas in effect on the date of this Agreement, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on handavailable, to consummate the Transactions and pay transactions contemplated by this Agreement (the "Alternative Financings"); provided, that, notwithstanding anything to the contrary in this Section 6.8 or in any other amounts provision of this Agreement, in no event shall Parent or Merger Sub be required to be paid amend or waive any of the terms or conditions hereof. Parent shall deliver to the Special Committee (on behalf of the Company) as promptly as practicable (and no later than two Business Days) after such execution, true and complete copies of all agreements or other arrangements pursuant to which any such alternative sources shall have committed to provide any such Alternative Financings (the "Alternative Financing Agreements").Parent and Merger Sub further agree that, any information, including any documents, internal budgets, projections, plans or forecasts of its revenues, or other materials provided to the Lender in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing and Alternative Financings shall be provided to the Special Committee at the same time. (b) To the “Alternative Debt Financing Commitment Letter”). For extent applicable and subject to the purposes terms and conditions of this Agreement, Parent and Merger Sub shall use their respective best efforts to obtain the Alternative Financing on the terms “Debt Commitment Letter” and “Fee Letter” conditions described in the Alternative Financing Agreements. Each of Parent and Merger Sub shall use its best efforts to: (i) maintain in effect the Alternative Financing Agreements; (ii) satisfy on a timely basis all conditions in the Alternative Financing Agreements within its control; (iii) cause the financing sources for the Alternative Financing to fund the Alternative Financing at the Effective Time; and (iv) enforce its rights under the Alternative Financing Agreements. (c) Neither Parent nor Merger Sub shall permit any amendment or modification to be deemed made to, or consent to include any waiver of any provisions or remedy under, the Facility Agreement and if applicable, the Alternative Financing Agreements, if such amendment, modification or waiver (i) reduces the aggregate amount of the Debt Financing Commitment Letter (including by changing the amount of fees to be paid or any fee letter referred to original issue discount) contemplated in such the Facility Agreement and if applicable, the Alternative Financing Agreements (unless the Debt Financing Commitment Letter is increased by an amount corresponding to such reduction), (which ii) imposes new or additional conditions that would reasonably be expected to (x) prevent or materially delay the ability of Parent to consummate the Merger and the other transactions contemplated hereby or (y) adversely impact the ability of Company, Parent or Merger Sub to enforce its rights against the other parties to the Facility Agreement and if applicable, the Alternative Financing Agreements. For purposes of clarification, the foregoing shall not prohibit Parent from amending the Facility Agreement to add additional lender(s) (and Affiliates of such fee lettersadditional lender(s)) as a party thereto. Parent shall not release or consent to the termination of the obligations of the Lender under the Facility Agreement and if applicable, the Alternative Financing Agreements, except for assignments and replacements of an individual lender in connection with any syndication of the avoidance Debt Financing or Alternative Financings as expressly contemplated by the Facility Agreement and if applicable, the Alternative Financing Agreements. Parent shall give the Special Committee (on behalf of doubtthe Company) notice promptly (i) upon becoming aware of any breach of any material provisions of, may be redacted in or termination by any party to, the same manner as Facility Agreement and, if applicable, the Fee LettersAlternative Financing Agreements or (ii) upon the receipt of any written or oral notice or other communication from any Person with respect to any threatened breach or threatened termination by any party to the Facility Agreement and, if applicable, the Alternative Financing Agreements. Parent shall keep the Special Committee (on behalf of the Company) reasonably informed on a reasonably current basis of the status of Parent’s efforts to arrange any Alternative Financing, if applicable. (d) The Company shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its Representatives to, use their reasonable best efforts to cooperate with Parent's reasonable requests in connection with the arrangement, consummation and funding or draw-down of the Debt Financing arranged and if applicable, the Alternative Financing; provided that (i) the Company and its Affiliates (as applicable) shall not be required to pay or agree to pay any fees or reimburse any expenses or give any indemnities to any Person and (ii) such cooperation by the Company or its Affiliates (as applicable) shall not be required to the extent such cooperation unreasonably interferes with the Company's or its Affiliates' (as applicable) on-going operations. (e) Parent shall, promptly upon termination of this Agreement, (i) reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company in compliance connection with cooperation provided for in Section 6.8(d); and (ii) reimburse the Company and its Representatives for any and all losses suffered or incurred by it in connection with the arrangement of the Debt Financing or, if applicable, the Alternative Financing, and any information utilized in connection therewith (other than information provided by the Company or any of its Subsidiaries). All non-public or otherwise confidential information regarding the Company and its Subsidiaries obtained by Parent, Merger Sub, its Affiliates or their respective Representatives pursuant to this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” 6.8 shall be deemed kept confidential in accordance with the terms of the Confidentiality Agreement. Parent and Merger Sub acknowledge and agree that the Company and its Affiliates and its and their respective Representatives shall not, prior to include the Effective Time, incur any such Alternative Debt Financingliability to any person under any financing that Parent and Merger Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 6.8.

Financing. (a) The Buyer shall, and shall cause the other members of the Buyer Group to, take, or cause use its reasonable best efforts to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of arrange the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letter, including with respect to: using reasonable best efforts to (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering negotiate definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) thereto on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; therein or on other terms not materially less beneficial to Buyer and the Company, (iiiii) satisfying satisfy on a timely basis all conditions in the Debt Financing Commitment applicable to Buyer in such definitive agreements that are within its control and (iii) consummate the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in contemplated by the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the at Closing. Buyer shall cause obtain the Financing contemplated by the Equity Commitment Letters upon satisfaction or waiver of (A) the conditions to the Closing set 30 forth in Section 4.1 and 4.2 (other than those conditions that by their nature will not be satisfied until the Closing) and (B) the conditions to the funding of the Debt Financing Sources or any alternative debt financing that is on terms not materially less beneficial to fund Buyer and the Debt Financing, but in no event Company (other than those conditions that by their nature will not be satisfied until the Buyer be required to do so prior Closing and conditions related to the time funding of the Closing is required Equity Financing and provided that the lenders do not default in their obligations to occur under the terms of this Agreementprovide such financing). In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterLetters, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicablealternative financing, including from alternative sources, on terms that are not materially less favorable beneficial to Buyer and the Buyer than Company as promptly as practicable following the Debt Financing contemplated by occurrence of such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to event. In the event that (x) any portion of the Debt Financing structured as High Yield Financing has not been consummated, (y) all closing conditions contained in Article IV shall have been satisfied or waived (other than those conditions contained in Sections 4.2(c) and 4.3(c) and any other conditions that by their nature will not be satisfied until the Closing) and (z) the Bridge Financing (or alternative bridge financing obtained in accordance with this Section 3.9(a)) is available on the terms and conditions described in the Buyer’s cash on handDebt Commitment Letter (or any replacement commitment letter), to consummate then Buyer shall borrow under and use the Transactions and pay any other amounts required to be paid in connection with the consummation proceeds of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Bridge Financing (or such alternative bridge financing) to replace such affected portion of the “Alternative Debt High Yield Financing Commitment Letter”)no later than the last day of the Marketing Period. For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee LetterMarketing Period” shall mean (x) if the conditions set forth in Section 4.1 (other than the approval under the Irish Insurance Laws and the Bermuda Insurance Laws so long as Buyer reasonably believes such approvals will be obtained prior to December 22, 2005) and 4.2(e)(i) are satisfied or waived on or prior to November 27, 2005, the period from the date such conditions are satisfied or waived until and including December 22, 2005 or (y) if the conditions set forth in Section 4.1 (other than the approval under the Irish Insurance Laws and the Bermuda Insurance Laws) and 4.2(e)(i) are satisfied or waived on or after November 28, 2005, the 20 consecutive Business Day period commencing on the later of January 2, 2006 and the date such conditions are satisfied or waived (it being agreed that Buyer shall have the right in its sole discretion to delay the commencement date described in this clause (y) until the later of the date on which (i) approval under Irish Insurance Laws is received and (ii) approval under the Bermuda Insurance Laws is received, but such right to delay shall expire on January 18, 2006); provided that, in the case of clauses (x) and (y), the Company shall have timely filed, without extension, a Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 that complies with Section 2.1(g)(i); and provided further that, the conditions set forth in (x) and (y) shall not be deemed satisfied and the “Marketing Period” shall not be deemed to include have commenced if, prior to the completion of the Marketing Period, PricewaterhouseCoopers shall have withdrawn its audit opinion on the Company’s audited financial statements as of and for the period ended December 31, 2004 or withdrawn as the Company’s independent auditors in either case as a result of PricewaterhouseCooper’s failure to be independent with respect to the Company or Ford (if and to the extent relevant to the financial statements of the Company) under Rule 2-01 of Regulation S-X. Buyer shall give the Company prompt notice upon becoming aware of any Alternative material breach by any party of the Debt Financing Commitment Letter or any fee letter referred termination of the Debt Commitment Letter. Buyer shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to in such Alternative Debt arrange the Financing Commitment Letter (which such fee lettersand shall not permit any material amendment or modification to be made to, for or any waiver of any material provision or remedy under, the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at without the time in question) and prior written consent of Holdings 31 (such consent not to be unreasonably withheld or delayed). Buyer shall provide notice to Holdings promptly upon receiving the term “Debt Financing” . Buyer shall not permit any amendment or modification to be deemed to include made to, or any such Alternative Debt Financingwaiver of any material provision or remedy under, the Equity Commitment Letters without the prior written consent of Holdings.

Financing. (a) The Buyer shall, and shall cause the other members of the Buyer Group its affiliates to, 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 appropriate or advisable to obtain, or cause to be obtained, arrange the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitment (provided that the Buyer may replace or amend the Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitments as of the date hereof, or otherwise replace or amend the Financing Commitment so long as (a) after such actions, the Financing Commitment does not include any additional conditions precedent that are not contained in the Financing Commitment provided to the Sellers as of the date of this Agreement, and (b) such actions are not reasonably likely to delay, or diminish the likelihood of, the Buyer obtaining the Financing (clauses (a) and (b) together being referred to as the “Financing Modification Requirements”; for purposes of this Agreement, the term “Financing Commitment” shall be deemed to include any such replacement or amended financing), including with respect to: using commercially reasonable efforts to (i) maintaining maintain in effect the Debt Financing Commitment and complying with all obligations thereunder; or any Alternative Financing (as defined below), (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying satisfy on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder Buyer to obtaining the Financing set forth therein, (iii) negotiate and complying enter into definitive agreements with respect thereto on the terms thereof; provided that this covenant shall not require and conditions contemplated by the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt any Alternative Financing, if any, with respect thereto. In and (iv) consummate the event that all Financing on the terms and conditions contained in contemplated by the Debt Commitment Letter have been satisfied (Financing Commitments or upon funding will be satisfied), the Buyer shall cause the Debt any Alternative Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so at or prior to the time the Closing is required to occur under the terms of this AgreementClosing. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterFinancing Commitment, the Buyer shall, and shall cause its affiliates to, use its their commercially reasonable best efforts to arrange to obtain as promptly as practicable, alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement on terms and conditions that are not materially less favorable beneficial to the Buyer than those contained in the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources in effect on the date of financing this Agreement as determined in an amount sufficient, when added to the portion reasonable good faith judgment of the Debt Buyer and consistent with the Financing that is available and Modification Requirements (any such alternative financing actually obtained by the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide as promptly as practicable following the Company with a copy of, a new financing commitment that provides for occurrence of such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingevent.

Financing. (a) The Buyer Parent and Acquisition Sub acknowledge and agree that, prior to the Effective Time, the Company and its Affiliates and its and their respective Representatives shall not incur any liability to any Person under any financing that Parent and Acquisition Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 6.11 or Section 6.12 and that Parent and Acquisition Sub shall, on a joint and several basis, indemnify and hold harmless the Company and its Affiliates and its and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Financing and any information utilized in connection therewith, except with respect to any information provided by the Company and its Affiliates and its and their respective Representatives. (b) Each of Parent and Acquisition Sub shall cause the other members of the Buyer Group use its reasonable best efforts to, take, take or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable 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 Financing CommitmentCommitments, including with respect using its reasonable best efforts to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering enter into definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) thereto on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; in the Financing Commitments as promptly as practicable after the date hereof, but in no event later than the Closing, or on such other terms and conditions no less favorable in the aggregate to Parent and Acquisition Sub than the terms and conditions contained in the Financing Commitments (iiiprovided that such other terms would not reasonably be expected to delay or prevent the Closing), (ii) satisfying satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Acquisition Sub or their respective Representatives in the Debt Financing Commitment applicable Letters (or definitive agreements entered into with respect to the Buyer’s Debt Commitment Letters), (iii) accepting to the fullest extent all “market-flex” contemplated by the Debt Commitment Letters (including the fee letter relating thereto), (iv) enforcing its rights under the Debt Commitment Letters in the event of a breach by the Financing Sources that impedes or delays the Closing and, if necessary, seeking specific performance of the Financing Sources of their obligations thereunder and complying with (iv) in the terms thereof; provided event that this covenant all conditions in the Debt Commitment Letters have been satisfied (or would be satisfied upon funding of the Equity Financing) cause the lenders and any other Persons providing Financing to fund the Financing at the Closing. (c) Neither Parent nor its Affiliates shall agree to any amendments or modifications to, or grant any waivers of, any condition or other provision under the Financing Commitments without the prior written consent of the Company, except that Parent and its Affiliates may amend or otherwise modify (or waive any of its rights under) the Commitment Letters (including to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letters as of the date hereof (which shall not require be subject to any limitations or qualifiers)) if such amendment, modification or waiver would not reasonably be expected to prevent or materially impair or delay the Buyer ability of Parent to commence consummate the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing, no amendment, modification or waiver shall be permitted without the Company’s prior written approval if such amendments, modifications or waivers would (i) reduce the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) below the amount required to consummate the Merger (including the amount required for the payment of the Aggregate Merger Consideration and any Action amounts payable pursuant to Section 3.3 and all associated costs and Expenses (including any refinancing of indebtedness of Parent or the Company required in connection therewith)), (ii) impose new or additional conditions or (iii) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against any of the other parties to the Financing Commitments. Parent shall not release or consent to the termination of the obligations of the lenders under the Debt Financing Commitment Letters, except for assignments and replacements of an individual lender under the terms of or in connection with the syndication of the Debt Commitment Letters. For the avoidance of doubt, in no event shall the reasonable best efforts obligation set forth in this Section 6.11 be construed as to require Parent to agree to, or accept, economic terms that are materially less favorable in the aggregate to Parent or Acquisition Sub than the economic terms contained in the Debt Commitment Letters (assuming application of the “market flex” provisions) or otherwise pay any fees to the lenders which fees are more than de minimus amounts and are in excess of those contemplated in the Debt Commitment Letters and related fee letters, including the “flex” provisions thereof, as of the date hereof. (d) After the date of this Agreement, in no event shall Parent or Acquisition Sub or any of their controlled Affiliates (which for purposes of this Section 6.11(d) shall be deemed to include each direct investor in Parent or Acquisition Sub or other Representatives, or any of Parent’s, Acquisition Sub’s or such investor’s financing sources or potential financing sources or other Representatives) (i) award any agent, broker, investment banker, financial advisor or other firm or Person, except for any Affiliate of Parent, any financial advisory role on an exclusive basis that would prohibit the provision of such financial advisory services to another Person in connection with the Merger or the definitive documentation for other transactions contemplated hereby or (ii) prohibit or seek to prohibit any bank or investment bank or other potential provider of debt or equity financing, including the Debt FinancingCommitment Parties, if anyfrom providing or seeking to provide financing or financial advisory services to any Person in connection with a transaction relating to the Company or its Subsidiaries or in connection with the Merger or the other transactions contemplated hereby. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, the Company hereby agrees that Parent and its Affiliates may provide Evaluation Material (as such term is defined in the Confidentiality Agreement) to, or enter into discussions, agreements, arrangements or understandings with, potential sources of debt or equity financing with respect theretoto the Merger and the other transactions contemplated by this Agreement, and such potential sources of debt or equity financing shall be deemed a “Representative” (as defined in the Confidentiality Agreement) thereunder; provided that the Affiliate of Parent that is a counterparty to the Confidentiality Agreement shall be responsible for any breach of the Confidentiality Agreement by any potential sources of debt or equity financing or its officers, directors, employees or other representatives with whom the Evaluation Material is shared, except to the extent such potential sources of debt or equity financing have agreed in a writing addressed to the Company, in the form of Exhibit A to the Confidentiality Agreement, to be bound by the provisions of the Confidentiality Agreement applicable to Representatives. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing becomes or could reasonably be expected to become unavailable on in the terms and conditions manner or from the sources contemplated in the Debt Commitment LetterFinancing Commitments, (i) Parent shall promptly notify the Buyer Company and (ii) Parent and Acquisition Sub shall, and shall cause its Affiliates to, use its their respective reasonable best efforts to arrange and obtain, and to obtain negotiate and enter into definitive agreements with respect to, alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement upon terms and conditions not less favorable, taken as a whole, to Parent and Acquisition Sub than those in the Financing Commitments, as promptly as practicablepracticable following the occurrence of such event (and, on terms that are not less favorable to the Buyer in any event, no later than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion expiration of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”Marketing Period). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters; it being understood that, for the avoidance of doubt, may in no event shall the Guarantor be redacted required to provide financing in excess of the amount set forth in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Equity Commitment Letter and Fee Letter remaining in effect at no event shall Parent or Acquisition Sub be required to seek or obtain equity financing other than the time Equity Financing. The definitive agreements entered into pursuant to this Section 6.11(d) or Section 6.11(b)(i) are referred to in questionthis Agreement, collectively, as the “Financing Agreements.” (e) Each of Parent and Acquisition Sub acknowledges and agrees that neither the term “Debt Financing” shall be deemed obtaining of the Financing or any alternative financing, nor the completion of any issuance of securities contemplated by the Financing or any alternative financing, is a condition to include the Closing, and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing or any alternative financing, or the completion of any such Alternative Debt Financingissuance, subject to the applicable conditions set forth in Section 7.1 and Section 7.2. (f) Parent shall (i) furnish the Company complete, correct and executed copies of the Financing Agreements or any alternative financing agreement promptly upon their execution, (ii) give the Company prompt notice of any material breach or threatened material breach by any party of any of the Financing Commitments, any alternative financing commitment, the Financing Agreements, or any alternative financing agreement of which Parent or Acquisition Sub becomes aware or any termination or threatened termination thereof of which Parent or Acquisition Sub becomes aware, and (iii) otherwise keep the Company reasonably and promptly informed of the status of its efforts to arrange the Financing (or any alternative financing), including by providing the Company with drafts of the definitive agreements or offering memoranda relating to the Financing a reasonable period of time prior to their execution or use.

Financing. Buyer shall use its commercially reasonable efforts to obtain, as promptly as practicable following the date of this Agreement, (a) The financing reasonably sufficient to pay the Purchase Price and all fees and expenses necessary or related to the consummation of the transactions contemplated by this Agreement (the “Financing”) and (b) Commitment Letters for the Financing. Buyer shall, as promptly as reasonably practicable, deliver to Seller true, correct and complete copies of each executed Commitment Letter and of all other documents related to the Financing. Buyer shall cause the other members of the Buyer Group to, takepay, or cause its Affiliates to pay, in full when due any and all commitment fees or other fees in connection with the Commitment Letters and take such other actions necessary or appropriate to cause each Commitment Letter to constitute enforceable obligations of each party thereto. Buyer shall not permit any amendment or modification to be taken, all actions and domade to, or cause to be doneany waiver of any material provision of or remedy under, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds any of the Debt Financing on Commitment Letters, unless such amendment, modification or waiver, as the terms case may be, shall have been expressly approved in writing by Seller. Buyer shall comply (and conditions described in the Debt Financing Commitment, including cause its Affiliates to comply) with respect to: its obligations under each Commitment Letter and Buyer shall use its commercially reasonable efforts to (ia) maintaining maintain in effect the Debt Financing each executed Commitment and complying with all obligations thereunder; Letter, (iib) negotiating, executing and delivering as promptly as practicable negotiate definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) Commitment Letters on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable Letters (or on terms not materially less favorable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any interests of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, Seller (including with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfiedto conditionality and timing), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing becomes unavailable on than the terms and conditions contemplated in the Debt Commitment LetterLetters), (c) satisfy all conditions applicable to it in the Buyer shall use Commitment Letters and such definitive agreements, and (d) enforce all of its reasonable best efforts to arrange to rights under the Commitment Letters and obtain and consummate the Financing as promptly as practicable, on terms that are not less favorable practicable (and in any event prior to the Outside Date). Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing shall keep Seller informed on a reasonably current basis and in an amount sufficient, when added to the portion reasonable detail of the Debt Financing status of its efforts to obtain Commitment Letters and arrange the Financing. Without limiting the foregoing, Buyer shall notify Seller promptly, and in any event within two Business Days, if (A) any financing source that is available a party to any Commitment Letter (x) notifies Buyer that such source no longer intends to provide financing to Buyer on the terms set forth therein or (y) breaches any of its material obligations under such Commitment Letter or (B) for any reason Buyer no longer believes in good faith that it will be able to obtain all of the Financing. Buyer shall not, and shall not permit any of its Affiliates to, take any action, or enter into any transaction, that could reasonably be expected to prevent the Buyer’s cash on hand, Financing. Buyer acknowledges and agrees that obtaining financing is not a condition to its obligation to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt FinancingClosing.

Financing. (a) The Buyer shall, and shall cause the other members of the Buyer Group to, use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as reasonably promptly as possible, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of arrange and obtain the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letter, including with respect to: (i) maintaining in effect the Debt Financing Commitment Letter and complying with all obligations thereunder; using reasonable best efforts to, as promptly as possible, (iii) negotiatingsatisfy, executing and delivering definitive agreements with respect or cause to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable thanbe satisfied, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in to Buyer obtaining the Debt Financing Commitment applicable to the Buyer’s obligations thereunder set forth therein, (ii) negotiate and complying enter into definitive agreements with respect thereto on the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to and conditions contemplated by the Debt Financing Commitment Letter (including any related flex provisions) or on other terms that are in the aggregate not materially less favorable, taken as a whole, to Buyer (such definitive documentation for agreements related to the Debt Financing, if anycollectively, with respect theretothe Debt Commitment Letter, the “Debt Documents”), and (iii) consummate the Debt Financing at or prior to Closing. In Buyer shall give the event that all conditions contained in Company prompt written notice (A) of any breach or default by any party to the Debt Commitment Letter have been satisfied or other Debt Document of which Buyer becomes aware, (or upon funding will be satisfied), the B) if and when Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event becomes aware that any portion of the Debt Financing becomes contemplated by the Debt Commitment Letter will not be available for the Financing Purposes, (C) of the receipt of any written notice or other written communication from any Person with respect to any actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letter or other Debt Document, (D) if for any reason Buyer believes in good faith that it will not be able to obtain any portion of the Debt Financing on the terms, in the manner and from the sources contemplated by any Debt Commitment Letter (including any related flex terms) or other Debt Document and (E) of any expiration or termination of the Debt Commitment Letter or other Debt Document. If any portion of the Debt Financing becomes, or would reasonably be expected to become, unavailable on the terms and conditions contemplated in the Debt Commitment LetterLetter (after taking into account flex terms), the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicablealternative financing, including from alternative sources, on terms that are in the aggregate not materially less favorable to the Buyer than the Debt Financing contemplated by such the Debt Commitment Letters, as applicable, alternative sources of financing Letter in an amount sufficient, when added sufficient to the replace any unavailable portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) as promptly as practicable following the occurrence of such event and the provisions of this Section 6.6 shall be applicable to obtainthe Alternative Financing, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this AgreementSection 6.6 and Section 6.7, all references to the terms “Debt Commitment Letter” and “Fee Letter” Financing shall be deemed to include any such Alternative Financing, all references to the Debt Financing Commitment Letter or other Debt Documents shall include the applicable documents for the Alternative Financing and all references to the Financing Sources shall include the Persons providing or arranging the Alternative Financing. Buyer shall (1) if available sources of cash are not otherwise available to complete the transactions contemplated herein, enforce in all material respects its rights under each Debt Document in the event of a breach by the Financing Sources that impedes or delays the Closing, and (2) not permit, without the prior written consent of the Company, any material amendment or modification to be made to, or any termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, any Debt Document or the fee letter referred to in the Debt Commitment Letter, if any such Alternative amendment, modification or waiver that (individually or in the aggregate with any other amendments, modifications or waivers) would reasonably be expected to (x) reduce the aggregate amount of the Debt Financing Commitment Letter under any Debt Document (which such fee lettersincluding by changing the amount of fees to be paid or original issue discount thereof), for or (y) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the avoidance receipt of doubtany portion of the Debt Financing in a manner that would reasonably be expected to (I) delay or prevent the Closing, may be redacted in (II) make the same manner as funding of any portion of the Fee LettersDebt Financing (or satisfaction of any condition to obtaining any portion of the Debt Financing) with respect less likely to occur or (III) adversely impact the ability of Buyer to enforce its rights against any other party to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (Document, the ability of Buyer to consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby. Buyer acknowledges and any Debt Commitment Letter and Fee Letter remaining in effect at agrees that the time in question) and obtaining of the term “Debt Financing” shall be deemed , or any Alternative Financing, is not a condition to include any such Alternative Debt FinancingClosing and acknowledges its obligation to consummate the transactions contemplated by this Agreement subject only to fulfillment or waiver of the conditions set forth in Article VII.

Financing. (a) The Buyer shallshall use, and shall cause the other members of the Buyer Group toits applicable Affiliates to use, its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of consummate the Debt Financing on (to the terms and conditions described in extent reasonably required to consummate the Debt Financing Commitmenttransactions contemplated hereby), including with respect to: using reasonable best efforts to (i) maintaining in effect the Debt Financing Commitment negotiate and complying with all obligations thereunder; (ii) negotiating, executing and delivering enter into definitive agreements with respect to the Debt Financing Financing, (the “Debt Financing Agreements”ii) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying satisfy on a timely basis all conditions in the Debt Financing Commitment conditions, and otherwise comply with all terms, applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against or any of the other parties its Affiliates with respect to the Debt Financing Commitment or that are within its control (or, if deemed advisable by Buyer, seek the waiver of such conditions), and (iii) subject to the terms and conditions set forth in the definitive documentation for in respect of the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund provide the Debt FinancingFinancing and draw down upon and consummate the Debt Financing as contemplated by such definitive documentation, but in no event will the Buyer be required to do so each case, on or prior to the time the Closing is required to occur under the terms of this AgreementDate. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letterunavailable, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, alternative financing from alternative sources on terms that are not materially less favorable beneficial, in the aggregate, to Buyer, in an amount sufficient to consummate the transactions contemplated by this Agreement (“Alternative Financing”). Upon request from Seller, Buyer shall keep Seller informed on a reasonably current basis of material developments relating to the Debt Financing. For purposes of this Section 6.11, references to “Debt Financing” shall include any Alternative Financing. (b) Seller and the Company shall each use commercially reasonable efforts to, and shall use commercially reasonable efforts to cause Seller’s and the Company’s respective Representatives to, provide to Buyer than such cooperation as is reasonably requested by Buyer and the Debt Financing Sources, in connection with the Debt Financing (in each case at Buyer’s sole cost and expense and provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including: (i) assisting in preparation for and participation in marketing efforts (including a reasonable number of lender meetings and calls), and participating in a reasonable number of meetings, drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) and sessions with existing and prospective lenders, investors and ratings agencies and assisting Buyer in obtaining ratings, in each case as contemplated by and/or reasonably required in connection with the Debt Financing, and in each case on reasonable advance notice and at reasonable locations; (ii) reasonably assisting Buyer and the Debt Financing Sources in the preparation of (A) any offering memorandum, bank information memorandum, lender presentations and similar marketing documents for the Debt Financing, including the execution and delivery of customary representation letters in connection with offering memoranda and bank information memoranda and reviewing and commenting on Buyer’s draft of a business description and “Management’s Discussion and Analysis” of the Company’s financial statements to be included in marketing materials contemplated by the Debt Financing; and (B) materials for rating agency presentations; (iii) promptly (A) furnishing Buyer and the Debt Financing Sources and their respective Representatives with (x) the Required Financial Information (it being agreed that the financial statements referred to in clause (i) of the definition of Required Financial Information shall be delivered as soon as available but in any event within 40 days after the date hereof) and (y) such other reasonably available, pertinent and customary (as compared to other transactions of this size and nature) information regarding the Racecar Companies as may be reasonably requested by Buyer in order to consummate the Debt Commitment LettersFinancing and (B) informing Buyer if Seller, the Company or their Subsidiaries shall have knowledge of any facts that would reasonably be expected to require the restatement of any Required Financial Information for such financial statements to comply with GAAP; (iv) providing Buyer and its representatives access to the books and records of the Racecar Companies and appropriate representations in connection with the preparation of financial statements and other financial data of the Company, and requesting accountants’ consents in connection with the use of the Company’s financial statements in offering documents, prospectuses, Current Reports on Form 8-K and other documents to be filed with the SEC; (v) providing financial information reasonably available and reasonably requested by Buyer in connection with Buyer’s preparation of pro forma financial information and financial statements to the extent required by the Debt Financing Sources to be included in any marketing documents related to the Debt Financing; provided, that neither Seller nor any of its Subsidiaries or Representatives shall be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for such pro forma financial information; (vi) providing monthly financial reports when available consistent with past practice, carving out the Construction Services Business; (vii) facilitating the execution and delivery as of (but not before) the Closing of any pledge and security documents, other definitive financing documents, or other certificates or documents as may be reasonably required in connection with the closing of the Debt Financing and otherwise facilitating the pledging of collateral thereunder (including cooperation in connection with the pay-off of existing Indebtedness to the extent contemplated by this Agreement and the release of related Encumbrances and termination of security interest, including obtaining customary pay-off letters, liens releases and instruments of discharge or releases to be delivered at the Closing); (viii) reasonably assisting Buyer in obtaining waivers, consents, estoppels and approvals from other parties to material licenses, leases, Encumbrances and Contracts relating to the Racecar Companies, to the extent reasonably requested in connection with the requirements of the Debt Financing, and to reasonably assist with arranging discussions among Buyer, the providers of the Debt Financing and their respective Representatives with other parties to material licenses, leases, Encumbrances and Contracts as of the Closing in connection with the requirements of the Debt Financing; (ix) taking reasonably requested actions to (A) permit the Debt Financing Sources to evaluate the Racecar Companies’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing and to assist with other collateral audits and due diligence examinations and (B) facilitate the establishment of bank and other accounts and blocked account agreements and lock box arrangements to the extent necessary in connection with the Debt Financing; and (x) providing all documentation and other information about the Racecar Companies, as applicablereasonably requested by the Debt Financing Sources or Buyer in connection with “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, alternative sources of financing in an amount sufficient, when added to the portion extent required pursuant to the Debt Financing; provided, that: notwithstanding anything to the contrary contained in this Agreement, (X) neither Seller nor any of its Affiliates shall be required to (a) pay any commitment or other similar fee prior to the Closing, (b) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with the Debt Financing (in the case of the Racecar Companies, prior to the Closing), (c) enter into any agreement or commitment in connection with the Debt Financing that is available and not conditioned on the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation occurrence of the Transactions Closing and does not terminate without liability to pay all related fees and expenses (“Alternative Debt Financing”) and the Racecar Companies upon failure of the Closing to obtain, and, when obtained, to provide the Company occur in accordance with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” or (d) take any action that would (1) cause any representation or warranty in this Agreement to be breached, (2) cause any director, manager, agent, officer or employee of Seller, any Racecar Company or any of their respective Affiliates or Representatives to incur any personal liability or (3) require Seller, any Racecar Company or any of their respective Affiliates or Representatives to provide access to or disclose information that any of them determines would jeopardize any attorney-client privilege and “Fee Letter” (Y) no director or officer of Seller or any Subsidiary of Seller shall be deemed required to include execute any Alternative agreement, certificate, document or instrument with respect to the Debt Financing Commitment Letter that would be effective prior to the Closing. Buyer shall promptly, upon request by Seller, reimburse Seller for all documented out-of-pocket costs or expenses incurred by Seller, any fee letter referred of its Affiliates, Subsidiaries and their respective Representatives in complying with their respective covenants pursuant to in such Alternative Debt Financing Commitment Letter Section 6.11(d), Section 6.11(e) and this Section 6.11(b) (which such fee lettersincluding, for the avoidance of doubt, the documented out-of-pocket costs and expenses in connection with the preparation of the unaudited, reviewed financial statements required by the definition of Required Financial Information, to the extent incremental to the out-of-pocket costs and expenses of the preparation of the unaudited financial statements of the Company and its Subsidiaries in the Ordinary Course of Business). Further, Buyer shall indemnify and hold harmless Seller, its Subsidiaries and its and their respective directors, officers and other Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses interest, awards, judgments and penalties suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing by or on behalf of Seller or any of its Subsidiaries specifically for use in connection with the Debt Financing), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, Seller or any of its Subsidiaries or their respective Affiliates and Representatives. The foregoing indemnification obligation shall survive Closing and any termination of this Agreement. (c) Seller hereby consents to the use of the logos of the Company solely in connection with the Debt Financing. (d) Seller shall, and shall cause the Racecar Companies to, use commercially reasonable efforts to periodically update any Required Financial Information provided to Buyer and as may be redacted necessary so that such Required Financial Information is (i) Compliant, (ii) meets the applicable requirements set forth in the same manner as definition of “Required Financial Information” and (iii) would not, after giving effect to such update(s), result in the Fee LettersMarketing Period to cease to be deemed to have commenced. (e) Seller shall, and shall cause the Racecar Companies to, use their commercially reasonable efforts to cause their independent auditors to provide, consistent with customary practice, (i) consent to offering memoranda that include or incorporate the Company’s consolidated financial information and their reports thereon, in each case, to the extent such consent is required, customary auditors reports and customary comfort letters (including “negative assurance” comfort) with respect to any Alternative Debt Financing arranged financial information relating to the Company, (ii) reasonable assistance in compliance with this Section 9.7(athe preparation of pro forma financial statements by Buyer or the applicable Buyer Affiliate and (iii) (reasonable assistance and any Debt Commitment Letter and Fee Letter remaining in effect at cooperation to Buyer or the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingapplicable Buyer Affiliate, including attending accounting due diligence sessions.

Financing. (a) The Buyer shall, and shall cause the other members of the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper necessary or advisable to obtain, or cause arrange the Financing as promptly as practicable following the date of this Agreement and to be obtained, consummate the proceeds of the Debt Financing on the terms and conditions described in Closing Date. Such actions shall include, but not be limited to, the Debt Financing Commitment, including with respect tofollowing: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; Letters, (ii) negotiatingcausing the Equity Financing to be consummated upon satisfaction of the applicable Financing Conditions, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions Financing Conditions, (iv) negotiating, executing and delivering Debt Financing Documents that reflect the terms contained in the Debt Financing Commitment applicable Senior Facilities Agreement or on such other terms acceptable to Buyer and its financings sources, and (v) drawing the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any full amount of the other parties Financing, in the event that the conditions set forth in Section 7.02 and the Financing Conditions have been satisfied or, upon funding would be satisfied. Buyer shall give Seller prompt notice of any breach or threated or anticipated breach by any party to the Debt Financing Commitment Document of which Buyer or the definitive documentation for the Debt Financingits Affiliates becomes aware. Without limiting Buyer’s other obligations under this Section 6.07, if anya Financing Failure Event occurs Buyer shall (a) immediately notify Seller of such Financing Failure Event and the reasons therefore, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfiedb) use commercially reasonable efforts to obtain alternative financing from alternative financing sources (on terms as favorable to Buyer as are reasonably available at such time), in an amount sufficient to make the Buyer shall cause Transaction Payments and consummate the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of transactions contemplated by this Agreement. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicablepracticable following the occurrence of such event, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”c) and to obtain, and, and when obtained, to provide the Company Seller with a copy of, a new financing commitment commitment, provided that provides for such Alternative replacement financing commitments shall not have any terms or conditions which are more onerous on Buyer than those contained in the Debt Financing (Documents and which would reasonably be expected to restrict, prevent or delay Buyer’s ability to perform its payment obligations contemplated by this Agreement. Neither Buyer nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the “Alternative Commitment Letters or any Debt Financing Commitment Letter”). For Document (except for substitutions and replacements pursuant to, and subject to the purposes limitations set forth in, the immediately preceding sentence) if it would adversely affect the availability of (or conditions to) funding thereunder or Buyer’s ability to pay the Purchase Price or meet its obligations under this Agreement. Buyer shall not consent to any assignment of rights or obligations under the Senior Facilities Agreement without the prior written approval of Seller, such approval not to be unreasonably withheld, delayed or conditioned. Buyer shall consult with and keep Seller informed in reasonable detail of the terms “Debt status of its efforts to arrange the Financing. Upon the reasonable request of Seller, Buyer will confirm (x) with its financing sources their intent and ability to perform, and the availability of the Financing, under the Commitment Letter” Letters, subject only to satisfaction or waiver of the Financing Conditions, and “Fee Letter” shall (y) that neither it nor its financing sources are aware of any event or condition that could reasonably be deemed expected to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted result in the same manner as the Fee Letters) with respect to any Alternative Debt failure of a Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt FinancingCondition.

Financing. (a) The Buyer shall, and shall cause the other members Obligations of the Buyer Group to, take, or cause and the Buyer Parent. (i) The Buyer Parent shall use its reasonable best efforts to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, arrange the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitments (including any flex provisions applicable thereto) and/or Replacement Financing, including with respect to: using reasonable best efforts to (iA) maintaining in effect negotiate definitive documentation for and consummate the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect contemplated by the Financing Commitments or a Replacement Financing at or prior to the Debt Financing (the “Debt Financing Agreements”) Closing on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; contemplated by the Financing Commitments or on other terms that are in the aggregate not materially less favorable, taken as a whole, to the Buyer and (iiiB) satisfying on a timely basis all conditions enforce its rights under the Financing Commitments in the Debt event of a breach by the Financing Commitment applicable Sources, including (1) analyzing in good faith potential litigation Actions and (2) initiating and pursuing all valid Actions necessary to the Buyer’s obligations thereunder and complying with the terms thereofenforce such rights; provided that this covenant in no event shall not require the Buyer Parent or any of its Affiliates have any obligation to commence institute any Action against any of Financing Source in connection with the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained obligations set forth in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this AgreementSection 6.9. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions (including the flex provisions) contemplated in the Debt Commitment LetterFinancing Commitments, the Buyer Parent shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to an Alternative Financing. The Buyer and the Buyer than Parent shall refrain from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the Debt Financing contemplated by such Debt Commitment Lettersconditions to funding, or investing in, as applicable, alternative sources of financing contained in an amount sufficient, when added the Financing Commitments or in any definitive agreement related to the Financing (except that such obligation shall not be breached in respect of any condition where the failure is a result of the Seller’s or any Company’s failure to furnish the information described in Section 6.9(c)); provided, that the Buyer Parent may terminate or reduce the Financing Commitments if (prior to such termination or reduction) the Buyer Parent enters into a Replacement Financing and promptly provides a true, correct and complete copy of any Financing Commitment for such Replacement Financing to the Seller. The Buyer Parent shall have the right from time to time to amend, supplement or otherwise modify, or waive any of its rights under, the Financing Commitments; provided, that any such amendment, supplement or other modification to or waiver of any provision of the Financing Commitments that amends the Financing shall not, without the prior written consent of the Seller, (A) reduce the aggregate amount of the Financing available on the Closing Date (including due to the reduction of the length of the commitment thereunder), from that contemplated in the Financing Commitments (unless any such reduction is replaced with a Replacement Financing) or (B) impose any new or additional condition (other than the requirement of the funding of any Replacement Financing), or otherwise amend, modify or expand any condition, to the receipt of any portion of the Debt Financing in a manner that is available and the Buyer’s cash on handwould be reasonably expected to prevent, to consummate the Transactions and pay any other amounts required to be paid in connection with impede or delay the consummation of the Transactions acquisition contemplated by Section 2.1 of this Agreement and the other transactions contemplated by this Agreement. (ii) The Buyer Parent shall keep the Seller informed on a reasonably current basis and in reasonable detail with respect to pay all the material status of its efforts to arrange the Financing. Without limiting the generality of the foregoing, the Buyer Parent shall notify the Seller promptly, and in any event within two Business Days after it becomes aware thereof, (A) of any termination of the Financing Commitments or any material definitive agreement related fees and expenses to the Financing, (“Alternative Debt B) of any breach or default by any party to any Financing Commitments or definitive agreements related to the Financing”, (C) and of the receipt by the Buyer Parent of any written notice or other communication (other than negotiations of the definitive agreements with respect to obtainthe Financing) from any Financing Source with respect to any breach, anddefault, when obtained, termination or repudiation by any Financing Source party to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt any Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred definitive agreement related to in such Alternative Debt the Financing Commitment Letter or (which such fee lettersD) if the Buyer Parent becomes aware, including, for the avoidance of doubt, because the Buyer Parent believes that one or more conditions to the closing of the Financing will not be satisfied at or prior to Closing, that any portion of the Financing contemplated by the Financing Commitments may not be available on the terms described therein. In addition, the Buyer Parent promptly will provide the Seller with copies of all executed definitive agreements with respect to the Financing (provided, that any fee letters that, in accordance with customary practice, are confidential by their terms, and that do not affect the conditionality or amount of the Financing, may be redacted in the same manner so as the Fee Lettersnot to disclose such terms that are so confidential). (iii) with respect For purposes of this Agreement, references to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall include (A) any Alternative Financing required to be deemed obtained in the circumstances provided in this Section 6.9(a) and (B) any Replacement Financing obtained in replacement of any portion of the Financing, and references to “Financing Commitments” shall include any such documents as related to such Alternative Debt Financing and Replacement Financing, as applicable.

Financing. (a) The Company shall take action as shall be reasonably requested by the Buyer shallor otherwise customary in order to enable the Company, and and, if applicable, one or more of its Affiliates as of the Closing, to consummate the debt financings contemplated by the Buyer under the Debt Commitment Letters to consummate the transactions contemplated by this Agreement, including, without limitation, providing all necessary information reasonably requested by the Buyer's lenders. Without limiting the foregoing, the Company shall use its commercially reasonable efforts to cause the other members respective officers, employees and advisors, including legal and accounting, of the Company to provide to the Buyer Group to, take, cooperation reasonably requested by the Buyer or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds Buyer’s lenders in connection with the arrangement of the Debt Financing on the terms and conditions described in financings contemplated by the Debt Financing CommitmentCommitment Letters, including with respect to: (i) maintaining participating in effect the Debt Financing Commitment meetings, presentations, due diligence sessions, and complying sessions with all obligations thereunder; rating agencies, (ii) negotiatingassisting with the preparation of materials for rating agency presentations, executing confidential information memoranda and delivering definitive agreements similar documents required in connection with respect to the financings contemplated by the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable thanCommitment Letters, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in furnishing the Debt Financing Commitment applicable to Buyer and the Buyer’s obligations thereunder lenders with financial and complying with other pertinent information regarding the terms thereof; provided that this covenant shall not require Company as may be reasonably requested by the Buyer Buyer’s lenders and (iv) taking such other actions as are reasonable and customary to commence any Action against any facilitate the completion of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in financings contemplated by the Debt Commitment Letter have been satisfied Letters. (or upon funding will be satisfied)b) Unless the Buyer terminates this Agreement in accordance with Section 8.01(b) hereof, the Buyer shall cause be responsible and pay for any and all costs and expenses incurred by the Debt Financing Sources to fund Company and its Affiliates and specifically requested by the Debt FinancingBuyer, but in no event will the Buyer be required to do so prior subject to the time 10386168.17 Buyer's receipt of reasonable documentation of such costs and expenses, in connection with any services or cooperation provided by the Company pursuant to this Section 6.05 which costs and expenses shall not be considered Closing is required Costs hereunder. (c) Notwithstanding anything herein to occur under the terms of this Agreement. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Lettercontrary, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms acknowledges and agrees that are obtaining any financing contemplated by this Section 6.05 is not less favorable a condition to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, 's obligation to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of transactions contemplated by this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.

Financing. (a) The Buyer shall, and shall cause the other members of the Buyer Group to, use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable advisable, and to obtainexecute and deliver, or cause to be obtainedexecuted and delivered, such instruments and documents as may be required, to arrange the Financing as promptly as reasonably practicable. For the avoidance of doubt and notwithstanding anything to the contrary, Buyer acknowledges and agrees that its obligation to consummate the Equity Purchase on the terms and subject to the conditions set forth herein is not conditioned upon the availability or consummation of the Financing, the proceeds availability of any replacement financing or receipt of the Debt proceeds therefrom. If any portion of the Financing becomes unavailable or Buyer becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case on the terms and conditions described set forth in the Debt Financing CommitmentCommitment Letter, including with respect to: (i) maintaining and such portion is required to consummate the Equity Purchase, Buyer shall, as promptly as practicable, use its commercially reasonable efforts to arrange and obtain alternative financing from alternative financial institutions in effect an amount sufficient to consummate the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) Equity Purchase on terms no less favorable thanto Buyer than those set forth in the Commitment Letter. Buyer shall give the Company prompt written notice of any material breach by any party to the Commitment Letter or any condition to the Financing becoming unable to be satisfied, in each case of which Buyer becomes aware, or of any termination of the Commitment Letter. Buyer shall keep the Company informed on a reasonably current basis of the status of the Financing. (b) Subject to the last sentence of Section 7.01, the Company and each Seller Entity shall provide and shall cause their Subsidiaries and respective representatives to provide such cooperation in connection with the arrangement of the Financing or any alternative financing to finance in whole or in part the Equity Purchase as may be reasonably requested by Buyer, including by (i) on or as promptly as practicable following the date of this Agreement, (x) furnishing to Buyer and its financing sources pertinent information with respect to the Company and its Subsidiaries and their respective operations to be included in any prospectus, offering memorandum, rating agency presentation, bank book, information memorandum, lender presentation or similar document or marketing material, including the information set forth on Schedule 7.03(b)(i) of the Company Disclosure Schedule, and otherwise consistent with(y) assisting in the preparation of such documents, (ii) furnishing the terms and conditions contained therein; information set forth in clauses (ii) and (iii) satisfying of Schedule 7.03(b) of the Company Disclosure Schedule on a timely basis all conditions the dates set forth therein, (iii) making the Company’s chief executive officer and chief financial officer (but not other Company personnel, except as the Company may agree) available to participate in meetings with prospective investors or lenders or rating agencies, (iv) causing its independent accountants to provide reasonable assistance to Buyer consistent with their customary practice, to participate in customary due diligence and to provide the Debt Financing Commitment applicable to items listed in Section 7.03(b) of the Buyer’s obligations thereunder Company Disclosure Schedule, (v) providing reasonable cooperation with prospective investors, arrangers, lenders, underwriters and complying with the terms thereoftheir respective advisors in performing their due diligence; provided that this covenant shall not require none of the Buyer to commence any Action against Company, the Seller Entities or any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer their Subsidiaries shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any fee or enter into any definitive agreement or incur any other amounts required to be paid liability in connection with the consummation Financing prior to the Closing; and provided further that such requested cooperation does not unreasonably interfere with the ongoing operations of the Transactions Company, the Seller Entities and to pay all related fees and expenses their respective Subsidiaries. (“Alternative Debt Financing”c) and to obtainBuyer shall, andpromptly upon request by the Company, when obtained, to provide reimburse the Company with a copy for all reasonable out-of, a new financing commitment that provides for such Alternative Debt Financing (-pocket costs incurred by the “Alternative Debt Financing Commitment Letter”). For the purposes of this AgreementSeller Entities, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter Company, their Subsidiaries or any fee letter referred to of their respective representatives in connection with such Alternative Debt cooperation (other than any costs incurred in connection with preparing and providing the information set forth on Section 7.03(b) of the Company Disclosure Schedule), whether or not the Closing occurs. Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective representatives from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter use of any information utilized in connection therewith, whether or not the Closing occurs. The Company hereby consents to the use of its and Fee Letter remaining its Subsidiaries’ logos in effect at connection with the time Financing; provided that such logos are used solely in question) a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of it Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingits or their marks.

Financing. (a) The Buyer shall, and Purchaser shall cause the other members of the Buyer Group to, use its commercially reasonable efforts to take, or cause to be taken, taken all actions and to do, or cause to be done, done all things necessary, proper or advisable necessary to obtain, or cause to be obtained, arrange and consummate the proceeds of the Debt Financing on the terms and conditions described in or contemplated by the Debt Financing CommitmentCommitment Documents (including complying with any request exercising so-called “flex” provisions contained therein), including with respect to: using commercially reasonable efforts to (i) maintaining maintain in effect the Debt Financing Commitments (as such terms and conditions may be modified or adjusted in accordance with the terms thereof and within the limits of the “flex” provisions therein) until the Closing; provided, however, that for the avoidance of doubt and notwithstanding the foregoing, (A) SigmaTEK and Purchaser may amend, replace, supplement or modify the Financing Commitments solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed the Financing Commitments as of the date hereof, (B) SigmaTEK and Purchaser may amend, supplement or otherwise modify the draft credit agreement as contemplated by the Financing Commitments, and (C) SigmaTEK and Purchaser may amend, supplement or modify the Financing Commitments in accordance with the “flex” provisions contained therein or amend, replace, supplement, modify or waive any provision under the Financing Commitment Documents or the definitive agreements relating to the Financing if such amendment, replacement, supplement, modification or waiver does not (x) decrease the aggregate amount of the Financing to an amount that would be less than an amount that would be required to consummate the purchase of the Purchased Equity on the Closing Date and complying with all obligations thereunder; make the other payments required to be made by Purchaser or any of its Affiliates hereunder on the Closing Date, in each case, that is not otherwise compensated for by an increase in the alternative financing permitted in accordance herewith or (y) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing in a manner that would (I) reasonably be expected to prevent or materially delay the Closing, (II) make the timely funding of the Financing (or satisfaction of the conditions to obtaining the Financing) materially less likely to occur or (III) materially and adversely impact the ability of SigmaTEK or Purchaser to enforce its rights against the other parties to the Financing Commitments, (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing satisfy (the “Debt Financing Agreements”or obtain waivers to) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions to funding in the Debt Financing Commitment applicable Commitments and such definitive agreements to be entered into pursuant thereto, (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Financing Commitments (subject to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence exercise of any Action against any of the other parties to the Debt Financing Commitment “flex” provisions contained therein) on or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur Date and (iv) enforce its rights under the terms Financing Commitments. To the extent requested by Seller in writing from time to time, Purchaser shall keep Seller reasonably informed on a reasonably current basis of this Agreement. the status of its efforts to arrange the Financing (or Alternative Financing). (b) In the event any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment LetterFinancing Commitments for any reason other than due to the breach by Seller of any of its representations, warranties or covenants contained herein or as a result of the Buyer failure of a condition contained herein to be satisfied by it, Purchaser shall promptly notify Seller in writing and use its commercially reasonable best efforts to arrange to obtain as promptly as practicable, alternative financing from alternative sources on terms that are not materially less favorable taken as a whole (as determined in the reasonable discretion of Purchaser) to Purchaser than those contained in the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing Commitments in an amount sufficientamount, when added to the portion of the Debt Financing that is available and the Buyerwith Purchaser’s existing cash on hand, sufficient to consummate the Transactions and pay any other amounts required to be paid in connection with transactions contemplated by this Agreement as promptly as practicable following the consummation occurrence of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing event (the “Alternative Debt Financing Commitment LetterFinancing”). For Without limiting the purposes generality of this Agreementthe foregoing, Purchaser shall promptly notify Seller in writing (A) if Purchaser becomes aware of the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed existence of any material breach, material default, repudiation, cancellation or termination by any party to include the Financing Commitments, (B) of the receipt by Purchaser of any Alternative Debt written notice or other written communication from any lender or other provider of Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt actual repudiation, cancellation or termination by any party to the Financing arranged Commitments or (C) Purchaser reasonably expects that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitments or the definitive documents related to the Financing (as such terms and conditions may be modified or adjusted in accordance with the terms thereof or on other terms no less favorable, in the aggregate, to Purchaser and its Affiliates, in each case subject to the limitations set forth in Section 7.7(a)). As soon as reasonably practicable, Purchaser shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Upon request, Purchaser shall furnish to Seller a copy of any amendment, modification, waiver or consent of or relating to the Financing Commitments promptly upon execution thereof (provided, however, that any Financing Commitment Document may be redacted as to economic and “flex” terms, none of which would reduce the amount of the Financing to be funded on the Closing Date or adversely affect the conditionality or availability of the Financing contemplated thereby on the Closing Date). Upon any amendment, supplement or modification of the Financing Commitments and made in compliance with this Section 9.7(a7.7(b) (excluding any amendment for the sole purpose of joining or adding additional commitment parties thereto), Purchaser shall provide a copy thereof to Seller (provided, however, that any Financing Commitment Document may be redacted as to economic and any Debt Commitment Letter and Fee Letter remaining in effect at “flex” terms, none of which would reduce the time in questionamount of the Financing to be funded on the Closing Date or adversely affect the conditionality or availability of the Financing contemplated thereby on the Closing Date) and the term “Debt FinancingFinancing Commitments” as used herein shall be deemed to include mean the Financing Commitments as so amended, replaced, supplemented or modified, including any such Alternative Debt Financing.

Financing. ‌ (a) The Buyer shall, and shall cause the other members of the Buyer Group to, RAC will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtainarrange, or cause obtain and consummate the Financing in an amount required to be obtained, satisfy the proceeds of Financing Uses not later than the Debt Financing Effective Date on the terms and conditions described in or contemplated by the Debt Financing CommitmentCommitment Letters (or on other terms that, with respect to conditionality, are not less favorable to RAC than the terms and conditions (including any “market flex” provisions) set forth in the Commitment Letters so long as such other terms would not have any result, event or consequence described in any of clauses (A) through (D) of Section 5.6(c)), including with respect to: using reasonable best efforts to (i) maintaining maintain in full force and effect the Debt Financing Commitment and complying Letters in accordance with all obligations thereunder; their respective terms (except for amendments, supplements, modifications, replacements or waivers not prohibited by this Agreement), (ii) negotiatingon or prior to the Effective Date, executing negotiate and delivering execute definitive agreements with respect to the Debt Financing required to satisfy the Financing Uses (which, with respect to the “bridge facility documentation, will not be required until reasonably necessary in connection with the funding of the Debt Financing Agreements”required to satisfy the Financing Uses (after taking into account any available Equity Financing and available cash of Great Canadian and its subsidiaries)) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfiedon other terms that, with respect to conditionality, are not less favorable to RAC than the terms and conditions contained in the Debt Commitment Letter (including any “market flex” provisions) so long as such other terms would not have any result, event or consequence described in clauses (A) through (D) of Section 5.6(c)), (iii) satisfy and comply with on a timely basis all conditions and covenants to the Buyer shall cause funding or investing of the Debt Financing Sources required to fund satisfy the Financing Uses applicable to RAC in the Commitment Letters that are within its control that are to be satisfied by RAC, (iv) enforce RAC’s rights under the Equity Commitment Letter and (v) consummate the Financing in an amount required to satisfy the Financing Uses at or before the Effective Date. RAC will, upon the reasonable request of Great Canadian, keep Great Canadian informed on a reasonably current basis in reasonable detail of any material developments concerning the status of its efforts to arrange the Debt Financing. Notwithstanding anything to the contrary contained in this Agreement, but nothing contained in this Section 5.6 will require, and in no event will the Buyer commercially reasonable efforts of RAC be required deemed or construed to do so prior require, RAC to (i) seek the time Equity Financing from any source other than a counterparty to, or in any amount in excess of that contemplated by, the Closing is required to occur under Equity Commitment Letter or (ii) pay any fees in excess of those contemplated by the terms of this Agreement. Equity Commitment Letter or the Debt Commitment Letter.‌ (b) In the event that, notwithstanding the use of reasonable best efforts by RAC to satisfy its obligations under Section 5.6(a), any portion of the Debt Financing in an amount required to satisfy the Financing Uses (after taking into account any available Equity Financing) becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterLetter (or on other terms that, with respect to conditionality, are not less favorable to RAC than the Buyer shall terms and conditions (including any “market flex” provisions) set forth in the Commitment Letters so long as such other terms would not have any result, event or consequence described in any of clauses (A) through (D) of Section 5.6(c)), RAC will use its reasonable best efforts to, as promptly as practicable following the occurrence of such event, notify Great Canadian of such unavailability and RAC will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain as promptly as practicable, alternative financing on terms that are and conditions not less favorable to the Buyer RAC than the Debt Financing contemplated by such terms and conditions (including any “market flex” provisions) contained in the Debt Commitment Letters, as applicable, alternative sources of financing Letter in an amount sufficient, when added to the portion of the Debt Financing that is and remains available and the Buyer’s cash on handtaking into account any available Equity Financing, to consummate satisfy the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses Financing Uses (“Alternative Debt Financing”) and to obtain, and, when obtained, to obtain and provide the Company Great Canadian with a copy of, a of the new financing executed commitment letter that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement (other than with respect to representations in this Agreement made by RAC that speak to the date of this Agreement, ) references to‌ (i) the terms “Financing” and “Debt Financing” will include the debt financing contemplated by the Debt Commitment Letter and any such Alternative Financing, (ii) the “Commitment Letter” and the “Debt Commitment Letter” and “Fee Letter” shall be deemed will include the Debt Commitment Letter to include any the extent not superseded by the Alternative Debt Financing Commitment Letter or and any fee letter referred to in such Alternative Financing Commitment Letter, (iii) the “Definitive Financing Agreements” will include the definitive documentation relating to the debt financing completed by the Debt Commitment Letter and any such Alternative Financing and (iv) the “Debt Financing Sources” will include the financial institutions and other entities party to any Alternative Financing Commitment Letter. (c) RAC will not agree to any amendment, restatement, replacement, supplement, termination or other modification or waiver of any provision under (i) the Equity Commitment Letter (other than to increase the amount of Equity Financing available thereunder) without the prior written consent of Great Canadian or (ii) the Debt Commitment Letter, without the prior written consent of Great Canadian, if such amendment, restatement, supplement, termination, modification or waiver would (A) impose new or additional conditions precedent to the funding of the Debt Financing in an amount required to satisfy the Financing Uses (after taking into account any available Equity Financing and available cash of Great Canadian and its subsidiaries) or would otherwise adversely change, amend, modify or expand any of the conditions precedent to the funding of the Debt Financing in an amount required to satisfy the Financing Uses (after taking into account any available Equity Financing and available cash of Great Canadian and its subsidiaries), (B) be reasonably expected to prevent or delay the availability of all or a portion of the‌ Debt Financing necessary to satisfy the Financing Uses (after taking into account any available Equity Financing and available cash of Great Canadian and its subsidiaries) or the consummation of the transactions contemplated by this Agreement, (C) reduce the aggregate amount of the Debt Financing below the amount necessary to satisfy the Financing Uses (after taking into account any available Equity Financing), or (D) otherwise adversely affect the ability of RAC to enforce its rights under the Debt Commitment Letter; provided that RAC may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or other entities who had not executed the Debt Commitment Letter as of the date of this Agreement. As promptly as practicable following execution thereof (but in any event within two Business Days), RAC will furnish to Great Canadian a correct and executed copy of any written amendment, restatement, replacement, supplement, modification, waiver or consent of or relating to the Commitment Letters and any fee letters entered into in connection with the Debt Financing (which such fee letters, for the avoidance of doubt, may be redacted in a manner consistent with paragraph (d) of Schedule D). For purposes of this Agreement (other than with respect to representations in this Agreement made by RAC that speak as of the same manner date of this Agreement), references to (i) the “Equity Financing”, “Debt Financing” and “Financing” will include the financing contemplated by the Commitment Letters as permitted by this Section 5.6 to be amended, restated, replaced, supplemented or otherwise modified or waived and (ii) the Fee “Debt Commitment Letter”, “Equity Commitment Letter” or “Commitment Letters” will include such document as permitted by this Section 5.6 to be amended, restated, replaced, supplemented or otherwise modified or waived, in each case from and after such amendment, restatement, replacement, supplement or other modification or waiver. (d) Upon the request of Great Canadian, RAC will keep Great Canadian informed as promptly as practicable (and in any event within two Business Days) in reasonable detail of the status of their efforts to arrange the Financing. Without limiting the generality of the foregoing, RAC will give Great Canadian prompt written notice after RAC’s knowledge (i) of any default or breach (or any event that, with or without notice, lapse of time or both, would, or would reasonably be expected to, give rise to any default or breach) by any party under any of the Commitment Letters of which RAC becomes aware, (ii) of any termination of any of the Commitment Letters, (iii) of the receipt by RAC of any written notice or other written communication from the Debt Financing Sources or the Guarantors with respect to any (A) actual or potential default, breach, termination or repudiation of any Commitment Letter, or any material provision thereof, in each case by any party thereto, or (B) material dispute or disagreement between or among any parties to any Commitment Letter that would reasonably be expected to prevent or materially delay the Effective Date or make the funding of the Financing required to satisfy the Financing Uses on the Effective Date less likely to occur and (iv) of the occurrence of an event or development that could reasonably be expected to adversely impact the ability of RAC to obtain all or any portion of the Financing necessary to satisfy the Financing Uses (after taking into account any available Equity Financing). (e) Great Canadian will provide and will use reasonable best efforts to have its Representatives (including counsel, financial advisors and auditors) and subsidiaries provide to RAC all cooperation reasonably requested by RAC in connection with the financings contemplated by the Debt Commitment Letter (including any offering or private placement of debt securities pursuant to Rule 144A under the U.S. Securities Act), including using reasonable best efforts to: (i) as promptly as practicable (A) furnish RAC with the Required Financial Information and (B) inform RAC if the chief executive officer, chief financial officer, treasurer, controller or comparable officer of Great Canadian or any member of the audit committee of the Board will have knowledge of any facts as a result of which a restatement of any financial statements (or portion thereof) included in or including the Required Financial Information is probable or under consideration in order for such financial statements (or portion thereof) to comply with IFRS; (ii) upon reasonable prior notice, participate (it being understood, if circumstances so require, that any such participation will be virtually) in a reasonable number of meetings, conference calls, presentations and roadshows with prospective lenders and investors, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies, otherwise cooperate with the marketing efforts for any of the debt financing contemplated by the Debt Commitment Letter and assist RAC in obtaining ratings in connection with the financing contemplated by the Debt Commitment Letter; (iii) reasonably assist RAC and the Debt Financing Sources with the timely preparation of (A) materials for rating agency presentations and (B) any bank information memoranda, lender presentations, investor presentations, offering documents, prospectuses, memoranda and similar documents for use in connection with the financing contemplated by the Debt Commitment Letter, including reviewing and commenting on RAC’s draft of a business description to be included in marketing materials or offering documents; (iv) assist RAC with the preparation of pro forma financial information and pro forma financial statements to the extent required by SEC rules and regulations or necessary or reasonably requested by RAC or the Debt Financing Sources to be included in any marketing materials or offering documents or of the type required by the Debt Commitment Letter, it being agreed that Great Canadian and its subsidiaries will not be required to actually prepare or provide (1) pro forma financial statements, (2) information regarding any post-closing or pro forma cost savings, synergies, capitalization or ownership desired to be incorporated into any information used in connection with the Debt Financing, (3) description of all or any portion of the Financing, including any “description of notes”, (4) risk factors relating to all or any component of the Financing or (5) any other information required by Rules 3-10 or 3-16 of Regulation S-X under‌ the U.S. Securities Act, any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K under the U.S. Securities Act, any other information customarily excluded from an offering memorandum for private placements of any non-convertible high-yield debt securities under Rule 144A promulgated under the U.S. Securities Act, or any other information customarily provided by an investment bank in the preparation of a confidential information memorandum (collectively, the “Excluded Information”); (v) request and facilitate Great Canadian’s independent auditors to (A) provide, consistent with customary practice, (I) customary auditors consents (including consents of accountants for use of their reports in any materials relating to the Debt Financing) and reports and customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to any Alternative Debt Financing arranged financial information relating to Great Canadian and its subsidiaries and (II) reasonable assistance to RAC in compliance connection with this Section 9.7(a) (RAC’s preparation of pro forma financial statements and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.information and

Financing. (aA) The Buyer shall, Parent and the Purchaser shall cause the other members of the Buyer Group to, 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 obtain, or cause to be obtained, the proceeds of arrange and obtain the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letters, including with respect to: using commercially reasonable efforts to (i) maintaining maintain in effect the Debt Financing Commitment Letters and complying with all obligations thereunder; (ii) negotiating, executing negotiate and delivering enter into definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; reflected in the Debt Commitment Letters or on other terms reasonably acceptable to Parent and the Purchaser, (iiiii) satisfying satisfy on a timely basis all material conditions applicable to Parent and the Purchaser in such definitive agreements that are within their control, (iii) consummate the Debt Financing Commitment applicable at such time or from time to the Buyer’s time as is necessary for Purchaser to satisfy its obligations thereunder under this Agreement, and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to (iv) enforce its rights under the Debt Financing Commitment Letters; provided, however, that Parent or Purchaser shall have the definitive documentation right to substitute alternative financing for the Debt Financing, if any, Commitment Letters with respect thereto. In a different letter or a letter from alternative lenders so long as such substitute letter is subject to financing conditions that are at least as favorable to Parent and Purchaser as the event that all financing conditions contained set forth in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this AgreementLetters. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterLetters for any reason, Parent and the Buyer Purchaser shall use its their commercially reasonable best efforts to arrange to obtain as promptly as practicable, alternative financing on terms that are not no less favorable to the Buyer Parent and Purchaser than the Debt Financing contemplated by from alternative sources ("Alternative Financing") as promptly as practicable following the occurrence of such event. Parent shall promptly notify the Company in writing of: (A) the occurrence or existence of any event, condition, fact or circumstance that could adversely impact the availability to Parent or Purchaser of the cash resources and/or financing sufficient to enable Purchaser to acquire the Company Shares pursuant to the Offer, and otherwise perform its obligations under this Agreement; (B) any amendment, withdrawal, rescission, breach, violation or non-satisfaction of any of the covenants, conditions or other terms contained in the Debt Commitment Letters, as applicable, alternative sources Letters or any documents incorporated by reference therein; or (C) any allegation with respect to any of financing the matters described in an amount sufficient, when added clause "(B)" of this sentence. No notification given to the portion Company pursuant to this Section 5.16(a) shall limit or otherwise affect the covenants or obligations of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid Parent or Purchaser contained in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”A-47 this Section 5.16(a). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted Parent's and the Purchaser's obligation to consummate the Offer, the Merger and the other transactions contemplated by this Agreement are not (and shall not be) subject to any financing condition. (B) In the period between the date of this Agreement and the Effective Time, upon request of Parent, the Company shall, and shall use commercially reasonable efforts to cause its Subsidiaries, and its and their Affiliates and Representatives to, reasonably cooperate with Parent in connection with its financing of the transactions contemplated in this Agreement, including using commercially reasonable efforts to (i) participate in meetings and road shows, if any; (ii) provide information reasonably requested by Parent relating to such financing; (iii) assist in the same manner as preparation of offering memoranda, private placement memoranda, prospectuses and similar documents of Parent; and (iv) obtain the Fee Lettersconsent of, and customary comfort letters from, Ernst & Young, LLP (including by providing customary management letters and requesting legal letters to obtain such consent) if necessary or desirable for Parent's use of the Company's financial statements. Parent shall promptly, upon request by the Company, reimburse the Company for all documented out-of-pocket expenses incurred by the Company or its Affiliates or Representatives in connection with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingcooperation.

Financing. (a) The Buyer shall, and Controlling Shareholder shall cause the other members of the Buyer Group to, use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to obtainsatisfy the Disclosed Conditions, or cause and to be obtained, consummate the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentFacility Agreement (or on other terms that would not adversely impact the ability of Controlling Shareholder to timely consummate the transactions contemplated by this Agreement), including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect using commercially reasonable efforts to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying satisfy on a timely basis all covenants, terms and conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with Controlling Shareholder in the terms thereof; provided Facility Agreement that this covenant shall not require are within its control, including the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect theretoDisclosed Conditions. In the event that all conditions contained in the Debt Commitment Letter Facility Agreement required to be satisfied by the Controlling Shareholder have been satisfied (satisfied, or upon funding funding, will be satisfied), in the Controlling Shareholder’s good faith judgment, the Buyer Controlling Shareholder shall use its commercially reasonable efforts to cause the Debt Financing Sources Lenders to fund the Debt Financing on the Financing Date and otherwise enforce its rights under the Facility Agreement. The Controlling Shareholder shall not, and shall not permit any of its Affiliates to, without the prior written consent of the Company, take or fail to take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that could reasonably be expected to materially impair, delay or prevent obtaining the Financing, but in no event will . The Controlling Shareholder shall give the Buyer be required to do so prior Company prompt notice of any material breach by any party under the Facility Agreement of which the Controlling Shareholder becomes aware or any communications from Lender to the time effect that it may not provide any portion of the Closing is required to occur under financing contemplated by the terms of this Facility Agreement. In the event that any portion of the Debt Financing becomes unavailable on in the terms and conditions manner or from the sources contemplated in the Debt Commitment LetterFacility Agreement despite the Controlling Shareholder’s commercially reasonable efforts to obtain the Financing, (i) Controlling Shareholder shall promptly notify the Buyer Company, and (ii) Controlling Shareholder shall use its commercially reasonable best efforts to arrange to obtain as promptly as practicableany such portion of the Financing from alternative sources, on terms that are not no less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment LettersControlling Shareholder, as applicablepromptly as practicable following the occurrence of such event, alternative sources including entering into definitive agreements with respect thereto. In connection with its obligations under this Section 6.9, the Controlling Shareholder shall be permitted to amend, modify or replace the Facility Agreement; provided that the Controlling Shareholder shall not permit any replacement of, or amendment or modification to be made to, or any waiver of financing any material provision or remedy under, the Facility Agreement that would be reasonably likely to cause any delay in an amount sufficient, when added to the portion satisfaction of the Debt conditions set forth in Article VII or would reasonably be expected to prevent or materially impair or delay obtaining the Financing that is available as required by the Controlling Shareholder to meet its obligations under this Agreement. The Controlling Shareholder shall keep the Company reasonably informed of the status of Controlling Shareholder’s efforts to arrange the Financing. (b) The Company shall, and the Buyer’s cash on handshall cause each of its Subsidiaries to, to consummate the Transactions and pay any other amounts required to be paid reasonably cooperate in connection with the arrangement of the Financing as may be reasonably requested by the Controlling Shareholder (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of the Controlling Shareholder, (i) delivering such officer’s and other certificates as required by the Facility Agreement and as are, in the good faith determination of the persons executing such certificates, accurate, (ii) entering into such agreements and arrangements as required by the Facility Agreement, including agreements to pledge, guarantee, grant security interests in, and otherwise grant liens on, the Company’s or its Subsidiaries’ assets, provided, that no obligation of the Company or its subsidiaries under any such agreement, pledge, guarantee or grant contemplated by this clause (ii) shall be effective until the Effective Time, (iii) using its commercially reasonable efforts to cause its independent registered public accountants to deliver such comfort letters as required by the Facility Agreement, (iv) providing the Controlling Shareholder and its Financing sources as promptly as practicable with financial and other pertinent information with respect to the Company and its Subsidiaries as required by the Facility Agreement, (v) making the Company’s executive officers and other relevant employees reasonably available to assist the Lenders providing the Financing, and (vi) taking all corporate actions, subject to the occurrence of the Closing, to permit consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingdirect borrowing or incurrence of all proceeds of the Financing by the Surviving Corporation immediately following the Effective Time.

Financing. (a) The Buyer shall, Each of Parent and Merger Sub shall cause the other members of the Buyer Group to, use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtainarrange, or cause obtain and consummate the Financing in an amount required to be obtained, satisfy the proceeds of Required Amount not later than the Debt Financing Closing Date on the terms and conditions described in or contemplated by the Financing Letters (including complying with any valid request requiring the exercise of “market flex” provisions in the fee letter associated with the Debt Commitment Letters) (or on other terms with respect to conditionality that are not less favorable to Parent than the conditions set forth in the Financing CommitmentLetters and otherwise on terms and conditions as would not have any result, event or consequence described in any of clauses (A) through (D) of Section 6.15(c), including with respect to: using reasonable best efforts to (i) maintaining maintain in full force and effect the Debt Financing Commitment Letters and complying with all obligations thereunder; the Limited Guarantee, (ii) negotiating, executing negotiate and delivering execute definitive agreements with respect to the Debt Financing required to pay the Required Amount (after taking into account any available Equity Financing) (which, with respect to the “bridge facility documentation, shall not be required until reasonably necessary in connection with the funding of the Debt Financing Agreements”required to pay the Required Amount (after taking into account any available Equity Financing)) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied Letters (which may reflect “market flex” provisions) (or upon funding will be satisfiedon other terms with respect to conditionality that are not less favorable to Parent than the conditions set forth in the Financing Letters and otherwise on terms and conditions as would not have any result, event or consequence described in any of clauses (A) through (D) of Section 6.15(c)) (such definitive agreements, the “Definitive Financing Agreements”), (iii) satisfy and comply with on a timely basis (except to the Buyer shall cause extent that Parent and Merger Sub have obtained the Debt waiver of) all conditions and covenants to the funding or investing of the Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so pay the Required Amount applicable to Parent or Merger Sub in the Financing Letters and the Definitive Financing Agreements that are within their control that are to be satisfied by Parent or Merger Sub, (iv) consummate the Financing in an amount required to pay the Required Amount or enforce the Limited Guarantee at or prior to the time Closing and (v) enforce its rights under the Closing is Financing Letters and the Limited Guarantee. Neither Parent nor Merger Sub shall release or consent to the termination of the obligations of any Investor to provide the Equity Financing in an amount required to occur pay the Required Amount or to the termination of obligations under the terms of this Agreement. Limited Guarantee. (b) In the event that, notwithstanding the use of reasonable best efforts by Parent to satisfy its obligations under Section 6.15(c), any portion of the Debt Financing in an amount required to pay the Required Amount (after taking into account any available Equity Financing) becomes unavailable on the terms and conditions (including any “market flex” provisions) contemplated in the Debt Commitment LetterLetters, Parent shall use its reasonable best efforts to, as promptly as practicable following the Buyer occurrence of such event, notify the Company of such unavailability and Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain as promptly as practicable, alternative financing on terms that are and conditions not less favorable to the Buyer Parent than the Debt Financing contemplated by such terms and conditions (including any “market flex” provisions) contained in the Debt Commitment Letters, as applicable, alternative sources of financing Letters in an amount sufficient, when added to the portion of the Debt Financing that is and remains available and the Buyer’s cash on handtaking into account any available Equity Financing, to consummate pay the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses Required Amount (“Alternative Debt Financing”) and to obtain, and, when obtained, to obtain and promptly provide the Company with a copy of, a of the new financing executed commitment letter that provides for such Alternative Financing (and any related executed fee letters, fee credit letter and engagement letters, as applicable, in connection therewith, copies of which shall be provided to the Company (it being understood that any such fee letter, fee credit letter and engagement letter may be redacted as to fee amounts, “flex” terms and other commercially sensitive economic terms customarily redacted, so long as such redactions do not relate to any terms that may adversely affect the conditionality, enforceability, availability or termination of the Alternative Financing Commitment Letter or reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount)) (the “Alternative Debt Financing Commitment Letter”). In furtherance of, and not in limitation of, the foregoing, in the event that any portion of the Debt Financing in an amount required to pay the Required Amount (after taking into account any available Equity Financing) becomes unavailable, regardless of the reason therefor, but any bridge facilities contemplated by the Debt Financing (or alternative bridge facilities obtained in accordance with this Section 6.15(b)) are available on the terms and conditions described in the Debt Commitment Letters, then Parent shall use reasonable best efforts to cause the proceeds of such bridge financing to be used in lieu of such contemplated Debt Financing as promptly as practicable following the occurrence of such event. For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter Agreement (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) other than with respect to any Alternative Debt Financing arranged representations in compliance with this Section 9.7(aAgreement made by Parent or Merger Sub that speak to the date of this Agreement) references to (i) the “Financing” and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letters and any such Alternative Financing, (ii) the “Financing Letters” and the “Debt Commitment Letters” shall include the Debt Commitment Letters to the extent not superseded by the Alternative Financing Commitment Letter and any such Alternative Financing Commitment Letter, (iii) the “Definitive Financing Agreements” shall include the definitive documentation relating to the debt financing completed by the Debt Commitment Letters and any such Alternative Financing and (iv) the “Debt Financing Sources” shall include the financial institutions and other entities party to any Alternative Financing Commitment Letter. (c) Neither Parent nor Merger Sub shall permit or consent to or agree to any amendment, restatement, replacement, supplement, termination or other modification or waiver of any provision or remedy under, (i) the Equity Commitment Letter (other than to increase the amount of Equity Financing available thereunder), (ii) the Limited Guarantee or (iii) the Debt Commitment Letters, without the prior written consent of the Company, if such amendment, restatement, supplement, termination, modification or waiver would (A) impose new or additional conditions precedent to the funding of the Debt Financing or would otherwise adversely change, amend, modify or expand any of the conditions precedent to the funding of the Debt Financing, (B) be reasonably expected to prevent or delay the availability of all or a portion of the Debt Financing necessary to pay the Required Amount (after taking into account any available Equity Financing) or the consummation of the transactions contemplated by this Agreement, (C) reduce the aggregate amount of the Debt Financing below the amount necessary to pay the Required Amount (after taking into account any available Equity Financing) or (D) otherwise adversely affect the ability of Parent or Merger Sub to enforce their rights under the Debt Commitment Letters; provided that Parent may amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or other entities who had not executed the Debt Commitment Letters as of the date of this Agreement. For purposes of this Agreement (other than with respect to representations in this Agreement made by Parent or Merger Sub that speak as of the date of this Agreement), references to (i) the “Equity Financing”, “Debt Financing” and “Financing” will include the financing contemplated by the Financing Letters as permitted by this Section 6.15 to be amended, restated, replaced, supplemented or otherwise modified or waived and (ii) the “Debt Commitment Letters”, “Equity Commitment Letter” or “Financing Letters” shall include such document as permitted by this Section 6.15(c) to be amended, restated, replaced, supplemented or otherwise modified or waived, in each case from and after such amendment, restatement, replacement, supplement or other modification or waiver. Notwithstanding anything to the contrary in this Agreement, in no event shall any Alternative Financing Commitment Letter, or any amendment, restatement, amendment and restatement, modification or supplement to, or replacement of, the Debt Commitment Letters, be deemed to include adversely expand the obligations of the Company and its Subsidiaries to assist with respect to the Debt Financing under Section 6.14. (d) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.15 will require, and in no event will the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) seek the Equity Financing from any source other than a counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter or (ii) pay any fees in excess of those contemplated by the Equity Commitment Letter or the Debt Commitment Letters. (e) Parent shall give the Company prompt written notice after Parent’s knowledge (i) of any default or breach (or any event that, with or without notice, lapse of time or both, would, or would reasonably be expected to, give rise to any default or breach) by any party under any of the Financing Letters or the Definitive Financing Agreements of which Parent or Merger Sub becomes aware, (ii) of any termination of any of the Financing Letters, (iii) of the receipt by Parent or Merger Sub of any written notice or other written communication from any Investor or Debt Financing Source with respect to any (A) actual or potential default, breach, termination or repudiation of any Financing Letter or any Definitive Financing Agreement, or any material provision thereof, in each case by any party thereto, or (B) material dispute or disagreement between or among any parties to any Financing Letter or the Definitive Financing Agreements that would reasonably be expected to prevent or materially delay the Closing or make the funding of the Financing required to pay the Required Amount on the Closing Date less likely to occur or give rise to a right of termination under any such arrangement, and (iv) of the occurrence of an event or development that would reasonably be expected to adversely impact the ability of Parent or Merger Sub to obtain all or any portion of the Financing necessary to pay the Required Amount. Without limitation of the foregoing, upon the request of the Company from time to time, Parent will promptly update the Company on the material activity and developments of its efforts to arrange and obtain the Financing, including by providing copies of all definitive agreements (and drafts of all offering documents and marketing materials) related to the Financing, and any amendments, modifications or replacements to any Financing Letters (or any Alternative Debt FinancingFinancing Commitment Letter). (f) Each of Parent and Merger Subs shall use their respective reasonable best efforts to launch no later than ten (10) Business Days following the date of this Agreement a Consent Solicitation seeking consents to the waiver of the requirement to repurchase the Company Senior Notes in connection with the Merger and the transactions contemplated hereby pursuant to the “Change of Control Triggering Event” covenant set forth in the Company Senior Notes Indenture.

Financing. (a) The Buyer shall, and Parent shall cause the other members of the Buyer Group to, use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, consummate and obtain the proceeds of the Debt Financing financing on the terms and conditions described in the Debt Financing CommitmentAgreements (the “Financing”), including with respect to: including, without limitation, (i) maintaining making a Class B Capital Call (as defined in the Financing Agreements) within five (5) Business Days of the execution of this Agreement in an amount that is sufficient (when aggregated with Parent’s cash as of the date of this Agreement) to consummate the Merger and the other transactions contemplated by this Agreement and (ii) using commercially reasonable efforts to (A) maintain in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”, (B) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying satisfy on a timely basis all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying with Financing in the terms thereof; provided Financing Agreements that this covenant shall not require are within the Buyer to commence any Action against any control of the other parties to the Debt Financing Commitment Parent or the definitive documentation for Purchaser and comply with its obligations thereunder, and (C) consummate the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (Financing at or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this AgreementClosing. In the event If any portion of the Debt Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions contemplated in by the Debt Commitment LetterFinancing Agreements and such portion is reasonably required to fund the Payment Fund and consummate the Merger and the other transactions contemplated by this Agreement, the Buyer Parent shall use its commercially reasonable best efforts to arrange to and obtain as promptly as practicable, on alternative financing upon terms that are and conditions not less favorable to Parent or the Buyer Surviving Corporation than those in the Debt Financing contemplated by such Debt Commitment Letters, Agreements (as applicable, determined in the reasonable judgment of Parent) from the same and/or alternative financial sources of financing in an amount sufficient, when added sufficient to fund the portion of the Debt Financing that is available Payment Fund and the Buyer’s cash on hand, to consummate the Transactions Merger and pay any the other amounts required transactions contemplated by this Agreement (“Alternative Financing”), as promptly as practicable following the occurrence of such event. (b) The Company shall provide, and shall cause its Subsidiaries, and shall use its commercially reasonable efforts to be paid cause each of its and their respective Representatives to provide all cooperation reasonably requested by Parent in connection with the Financing or any Alternative Financing (collectively the “Financing Arrangements”); provided, however, (i) such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries; (ii) in no event shall the Company be required to take any actions that would encumber any of its assets prior to the consummation of the Transactions Merger or that would result in a breach of any of its Contracts; and (iii) neither the Company nor any of its Subsidiaries shall (x) be required to pay all any commitment or other similar fee, (y) have any liability or any obligation under any Contract related fees and expenses to the Financing Arrangements or (“Alternative Debt Financing”z) and be required to obtainincur any other liability in connection with the Financing Arrangements except, andin each case, when obtainedfor any commitment, to provide fee, liability or obligation expressly conditioned on the occurrence of the Closing. (c) Parent (i) shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) to the extent incurred by the Company, any of its Subsidiaries or their respective Representatives in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.15 and (ii) shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all Liabilities suffered or incurred by any of them in connection with any of the Financing Arrangements and any information used in connection therewith, other than with respect to any information provided by the Company or any of its Subsidiaries, except in the event that such Liabilities arose out of or result from the willful misconduct or gross negligence of the Company, its Subsidiaries or their respective Representatives. (d) In the event that the Financing Agreements are amended, replaced, supplemented or otherwise modified, including as a copy ofresult of seeking Alternative Financing in accordance with Section 6.15(a), a new financing commitment that provides for each of Parent and the Company shall comply with its covenants in Sections 6.15(a), (b), and (c) with respect to the Financing Agreements, as so amended, replaced, supplemented or otherwise modified and with respect to such Alternative Debt Financing (to the “Alternative Debt Financing Commitment Letter”)same extent that Parent and the Company would have been obligated to comply with respect to the Financing. For Notwithstanding anything in this Section 6.15 to the purposes of this Agreement, the terms “Debt Commitment Letter” contrary and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may in no event shall the consummation of the Merger or the other transactions contemplated by this Agreement be redacted conditioned upon or subject to the availability, success or consummation of the Financing, any Alternative Financing or any other financing arrangements of Parent or the Purchaser. (e) Parent agrees that between the date of this Agreement and the earlier of the consummation of the Merger or the termination of this Agreement in accordance with Article VIII, (i) Parent shall promptly inform the Company in the same manner event that it becomes aware of a material breach of the Financing Agreements that could reasonably be expected to adversely affect Parent’s ability to consummate the Merger or the other transactions contemplated by this Agreement, (ii) Parent shall maintain at least $25,000,000 in cash on Parent’s balance sheet, (iii) Parent will not vote or consent in writing to or otherwise propose, solicit, encourage, suggest, support or advocate any amendment, modification, waiver, supplement or termination of the Financing Agreements which is intended to, or has or would reasonably be expected to have the effect of, affecting (A) the rights or obligations of a Defaulting Investor Member (as defined in the Fee LettersFinancing Agreements), (B) with respect to the procedure or requirements by which a Class B Capital Call (as defined in the Financing Agreements) is made, approved or vetoed or (C) the Class B Capital Commitment (as defined in the Financing Agreements) of any Alternative Debt Member (as defined in the Financing arranged Agreements) other than increases in compliance with this Section 9.7(athe Class B Capital Commitment of any Member and (iv) there shall not be one or more Subsequent Closings (and any Debt Commitment Letter and Fee Letter remaining as defined in effect at the time Financing Agreements) that would result in questionthe funding of Class B Capital Commitments (as defined in the Financing Agreements) and of more than $20,000,000 in the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingaggregate.

Financing. (a) The Buyer shallPrior to the GME Change of Ownership Approvals Submission Date, the Purchaser shall deliver to the Seller one or several bank statements indicating the balance of its bank accounts (“Payment Accounts”) having sufficient funds necessary and shall cause solely reserved for the other members satisfaction of all obligations of the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitment, including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements Purchaser with respect to the Debt Financing (GME Allocated Purchase Price. Prior to the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent withCut-Off Date, the terms Purchaser shall deliver to the Seller one or more bank statements indicating the balance of Payment Accounts having sufficient funds necessary and conditions contained thereinsolely reserved for the satisfaction of (i) all obligations of the Purchaser with respect to the Shanghai Subsidiaries Allocated Purchase Price and (ii) any other amounts required to be paid by the Purchaser or the Company Subsidiaries (from and after each Closing) in connection with the consummation of the transactions contemplated by this Agreement. The Purchaser shall maintain such sufficient funds in the Payment Accounts until the earliest to occur of (a) the Shanghai Subsidiaries Payment Date; (b) payment of the applicable Purchaser Termination Fee due and payable under Section 8.5 following termination of this Agreement; (c) twenty (20) Business Days after termination of this Agreement under circumstances in which no claim for payment of the Purchaser Termination Fee has been made by the Seller; and (iiid) satisfying on if a timely basis all conditions claim for payment of the Purchaser Termination Fee has been made by the Seller in connection with the Debt Financing Commitment applicable termination of this Agreement, a final determination by a court of competent jurisdiction that no Purchaser Termination Fee is due and payable to the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. Seller. (b) In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing Available Funds becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letterunavailable, the Buyer Purchaser shall notify the Seller as soon as reasonably practicable, but in any event within five (5) Business Days, and use its reasonable best efforts to arrange to obtain as promptly as practicablealternative financing, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing and in an amount sufficient, when added sufficient to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to timely consummate the Transactions and pay any other amounts transactions contemplated by this Agreement within the time periods required to be paid or set out in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.

Financing. (a) The Buyer shall, and shall cause use reasonable best efforts to obtain the other members of the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitments, including with respect to: using reasonable best efforts (i) maintaining in effect the Debt Financing Commitment to negotiate and complying with all obligations thereunder; (ii) negotiating, executing and delivering enter into definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) Commitment Letter on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; 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) (iiibut in no event including any terms that expand the conditions precedent to the Financing), (ii) satisfying 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 Commitment applicable 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 Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant Financing Commitments)and shall not require the Buyer to commence any Action against any of the other parties deliver to the Debt Financing Commitment or the Company true, correct and complete copies of all definitive documentation agreements for the Debt Financing, if any, with respect theretoFinancing promptly when entered into (subject to the redaction of pricing information). In the event that all conditions contained any portion of the financing described in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated set forth in the Debt Commitment Letter, Buyer shall promptly notify the Company, and Buyer shall use its reasonable best efforts to arrange to obtain alternative debt financing as promptly as practicablepossible following such event, including from alternative financing sources, on terms that are not materially less favorable in the aggregate to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted those in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee not reasonably likely to result in the Closing not occurring pursuant to Section 1.3(a) (and in no event including any terms that expand the conditions precedent to the debt Financing in the Debt Commitment Letter) that will enable Buyer to consummate the transactions contemplated by this Agreement. Buyer shall not agree to or permit any amendment, supplement or other modification that reduces the total amount of the Financing or imposes any additional condition precedent to the availability of the Financing contemplated by the Debt Commitment Letter remaining in effect at any material respect ;without the time in questionCompany’s written consent. The Buyer shall not, and shall use its reasonable best efforts to cause Investor not to, consent to the assignment of any of Credit Suisse Securities (USA) and LLC’s commitments under the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.Commitment Letter without the prior written consent of the Company. 57

Financing. (a) The Buyer shall, Each of Parent and Merger Sub shall cause the other members of the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessarynecessary to arrange and obtain the Equity Financing in a timely manner, proper or advisable including to obtain(i) maintain in effect the Share Subscription Agreements, the Alternative Financing Documents (if applicable), the Company Cash Alternative Financing Documents (if applicable), and the Company Cash Backup Financing Documents (if applicable), (ii) satisfy, or cause its Representatives to be obtainedsatisfy, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitment, including with respect to: (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Share Subscription Agreements, the Alternative Financing Commitment applicable Documents, the Company Cash Alternative Financing Documents, or the Company Cash Backup Financing Documents, as applicable, (iii) cause each of Pure Blue Holding Limited and Xxxxxx Sunrise Holding Limited to fund the Equity Financing, and if applicable, cause the financing sources under the Alternative Financing Documents, the Company Cash Alternative Financing Documents, and the Company Cash Backup Financing Documents to fund the Alternative Financing, the Company Cash Alternative Financing, or the Company Cash Backup Financing, as the case may be, as applicable, in each case, at or prior to the Buyer’s obligations thereunder Closing, and complying with (iv) draw upon and consummate the terms thereof; provided that this covenant shall not require Equity Financing, the Buyer to commence any Action against any of Alternative Financing, the other parties Company Cash Alternative Financing, or the Company Cash Backup Financing, as applicable, at or prior to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. Closing. (b) In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Equity Financing becomes unavailable on in the terms and conditions manner or from the sources contemplated in the Debt Commitment LetterShare Subscription Agreements despite Parent’s reasonable best efforts to obtain the Equity Financing, (i) Parent shall promptly notify the Buyer Company, and (ii) Parent shall use its reasonable best efforts to arrange to obtain as promptly as practicableany such portion of the Equity Financing from alternative sources, on terms that are not no less favorable in the aggregate to Parent (the “Alternative Financing”), as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (the “Alternative Financing Documents”). In connection with its obligations under this Section 6.9, Parent shall be permitted to amend, modify or replace the Share Subscription Agreements; provided, however, that the amendment, modification or replacement shall comply with this Section 6.9. Each of Parent and Merger Sub shall keep the Company reasonably informed of all the material steps for arranging the Alternative Financing, if applicable and provide to the Buyer Company copies of the Contracts for the Alternative Financing. (i) The parties hereto shall use their reasonable best efforts to cooperate with each other and to take, or cause to be taken, all actions and to do, or cause to be done (in each case, subject to applicable Law), all things necessary to ensure that, at the Closing, subject to Section 6.9(c)(ii), the aggregate amount of Available Company Cash shall equal or exceed the Required Available Cash Amount (the “Available Company Cash Financing”). The Parties shall use their reasonable best efforts to cooperate with each other with respect to the Available Company Cash Financing and shall keep each other reasonably informed on a reasonably current basis of the status of the Available Company Cash Financing. (ii) Parent shall be entitled to seek alternative financing from any other sources to replace any portion of the Available Company Cash Financing (the “Company Cash Alternative Financing”), provided that, if Parent determines to seek such Company Cash Alternative Financing, (w) Parent shall negotiate and enter into definitive agreements (each, a “Company Cash Alternative Financing Document”) with respect to such Company Cash Alternative Financing on terms which will not prevent or impair the ability of Parent or Merger Sub to satisfy their respective obligations under this Agreement or consummate the Merger, (x) if executed, Parent shall maintain in effect the Company Cash Alternative Financing Documents in accordance with the terms thereof and satisfy on a timely basis all conditions applicable to Parent and otherwise comply with its obligations thereunder, (y) assuming all conditions in the Company Cash Alternative Financing Documents have been satisfied, the amount required to be funded to the Company pursuant to the Company Cash Alternative Financing shall be no less than any portion of the Debt Available Company Cash Financing to be replaced and the aggregate amount of the Available Company Cash not replaced and the Company Cash Alternative Financing shall equal or exceed the Required Available Cash Amount, and (z) Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its decision with respect to and, if applicable, efforts to arrange the Company Cash Alternative Financing and shall deliver to the Company as promptly as practicable (and no later than two (2) Business Days) after such execution, true and complete copies of all Company Cash Alternative Financing Documents, except for any contracts or other arrangements that do not impact the conditionality of the Company Cash Alternative Financing Documents. (iii) If any portion of the Available Company Cash Financing becomes, or is reasonably expected to be, unavailable on a timely basis as contemplated by such Debt Commitment LettersSection 6.9(c), the Company shall so notify Parent and, Parent shall, as applicablepromptly as practicable following the occurrence of such event (and in any event no later than 20 Business Days prior to the Termination Date), use its reasonable best efforts to arrange to obtain alternative sources of financing from alternative sources, with no recourse to the Company, in an aggregate amount sufficient, when added to any funds that are available under the portion of the Debt Available Company Cash Financing that is available and the Buyer’s cash on handShare Subscription Agreements, to consummate the Transactions transactions contemplated hereby (the “Company Cash Backup Financing”), and pay to enter into definitive agreements with respect thereto (the “Company Cash Backup Financing Documents”). (d) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall not permit any other amounts required amendment or modification to be made to, or any waiver of any provision under the Share Subscription Agreements if such amendment, modification or waiver (i) reduces (or could have the effect of reducing) the aggregate amount of the Equity Financing (including by increasing the amount of fees to be paid or original issue discount unless the Equity Financing is increased by a corresponding amount or additional Equity Financing is otherwise made available to fund such fees or original issue discount), or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Equity Financing, or otherwise expands, amends or modifies any other provisions of the Share Subscription Agreements in a manner that would reasonably be expected to (x) delay or prevent or make less likely the funding of the Equity Financing (or satisfaction of the conditions to the Equity Financing) on the Closing Date or (y) materially adversely impact the ability of Parent to enforce its rights against other parties to the Share Subscription Agreements. Parent shall give the Company prompt notice of any actual or potential breach by any party under the Share Subscription Agreements or any potential breach by any party under the Share Subscription Agreements or any potential dispute or disagreement between or among any parties to the Share Subscription Agreements of which Parent or Merger Sub becomes aware. (e) Prior to the Closing Date, the Company shall use its reasonable best efforts to, and shall cause each of its Subsidiaries to use its reasonable best efforts to, cooperate, in each case at Parent’s sole expense, in connection with the arrangement of the Equity Financing as may be reasonably requested by any alternative sources arranged by Parent in compliance with Section 6.9(a); provided, however, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the request of any alternative sources arranged by Parent in compliance with Section 6.9(a), (i) delivering such officer’s and other certificates (and related documents thereto) as reasonably required by the alternative sources arranged by Parent in compliance with Section 6.9(a) and as are, in the good faith determination of the persons executing such certificates, accurate, (ii) entering into such agreements and arrangements as reasonably required by the alternative sources arranged by Parent in compliance with Section 6.9(a), including agreements to pledge, guarantee, grant security interests in, and otherwise grant Liens on, the Company’s or its Wholly Owned Subsidiaries’ assets; provided, however, that no obligation of the Company or its Wholly Owned Subsidiaries under any such agreement, pledge, guarantee or grant contemplated by this clause (ii) shall be effective until the Effective Time, (iii) providing Parent as promptly as practicable with financial and other pertinent information with respect to the Company and its Subsidiaries as reasonably required by Parent, the alternative sources arranged by Parent in compliance with Section 6.9(a), and (iv) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit consummation of the Transactions Equity Financing and to pay the direct borrowing or incurrence of all related fees and expenses proceeds of the Equity Financing by the Surviving Corporation immediately following the Effective Time. (“Alternative Debt Financing”f) and to obtainParent shall promptly, and, when obtained, to provide upon the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes termination of this Agreement, reimburse the terms “Debt Commitment Letter” Company for all reasonable and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any fee letter referred to of its Subsidiaries in such Alternative Debt connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.9 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities or losses suffered or incurred by any of them in connection with the arrangement of the Equity Financing Commitment Letter and any information used in connection therewith (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) except with respect to any information provided by or on behalf of the Company or any of its Subsidiaries). Each of Parent and Merger Sub acknowledges and agrees that the Company and its Subsidiaries and their respective Representatives shall not, prior to the Effective Time, incur any liability to any person under any financing that Parent and Merger Sub may raise in connection with the transactions contemplated by this Agreement. (g) Each of Parent and Merger Sub acknowledges and agrees that the obtaining of the Equity Financing or any Alternative Debt Financing arranged is not a condition to the Closing, and reaffirms its obligation to consummate the transactions contemplated hereunder irrespective and independent of the availability of the Equity Financing or any Alternative Financing, subject to the applicable conditions set forth in compliance with this Article VII, the breach of which obligation will give rise to the remedies set forth in Section 9.7(a8.3 or Section 9.11, as applicable. (h) Each of Parent and Merger Sub shall, prior to the Closing, (i) give the Company prompt notice of any breach or threatened breach by any party (other than the Company) to the Share Subscription Agreements, the Alternative Financing Documents, the Company Cash Alternative Financing Documents, or the Company Cash Backup Financing Documents, as applicable, of which Parent or Merger Sub becomes aware, or any termination thereof, (ii) otherwise keep the Company reasonably informed on a reasonably current basis of the status of Parent’s and any Debt Commitment Letter and Fee Letter remaining in effect at Merger Sub’s efforts to arrange the time in questionEquity Financing, the Alternative Financing (if applicable), the Company Cash Alternative Financing (if applicable) and the term “Debt Company Cash Backup Financing (if applicable), and (iii) keep the Company informed of all the material steps for arranging the Equity Financing” , the Alternative Financing, the Company Cash Alternative Financing, and the Company Cash Backup Financing, as applicable, and provide to the Company copies of the Share Subscription Agreements, the Alternative Financing Documents, the Company Cash Alternative Financing Documents (as applicable) and the Company Cash Backup Financing Documents (as applicable). Neither Parent nor Merger Sub shall be deemed agree to include or permit any such amendments or modification to, or grant any waivers of, any condition or other provision under the Share Subscription Agreements, the Alternative Debt FinancingFinancing Documents (if applicable), the Company Cash Alternative Financing Documents (if applicable) or the Company Cash Backup Financing Documents (if applicable) without prior consent of the Company.

Financing. (a) The Buyer shall, and GETCO shall cause the other members of the Buyer Group to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable necessary to obtain, or cause to be obtained, arrange and obtain the proceeds of the Financing (including, if necessary to consummate the transactions contemplated hereby, the “bridge” loans contemplated in the Debt Financing Commitment Letter) on the terms and conditions described set forth in the Debt Financing CommitmentLetters (or on terms more favorable in the aggregate to GETCO), including with respect tothe execution and delivery of all such instruments and documents as may be reasonably required thereunder. Without limiting the generality of the foregoing, GETCO shall: (i) maintaining use its reasonable best efforts to maintain in full force and effect the Debt Financing Commitment Letters in accordance with the terms and complying with all obligations thereundersubject to the conditions set forth therein; (ii) negotiatingas promptly as practicable after the date of the Original Merger Agreement, executing use its reasonable best efforts to negotiate, execute and delivering deliver the definitive agreements with respect to the Debt Financing (the “Debt Definitive Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions (including the “market flex” terms and conditions) contained therein; and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable Letters or on other terms more favorable in the aggregate to the Buyer’s obligations thereunder and complying with the terms thereofGETCO; provided provided, however, that this covenant in no event shall not require the Buyer to commence any Action against any of the Definitive Financing Agreements: (A) reduce the aggregate amount of the Debt Financing provided for in the Debt Financing Letters to an amount that is less than the aggregate amount of Debt Financing sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27; (B) expand the conditions or other contingencies to the receipt or funding of the Debt Financing beyond those expressly set forth in the Debt Financing Letters, amend or modify any of such conditions or other contingencies in a manner adverse to GETCO (including by making any such conditions or other contingencies less likely to be satisfied) or impose any new or additional condition or other contingency to the receipt or funding of the Debt Financing; or (C) contain terms (other than those terms expressly set forth in the Debt Financing Letters) that would reasonably be expected to (1) prevent or delay the Effective Time or the date on which the Debt Financing would be obtained or (2) make the funding of Debt Financing less likely, in any material respect, to occur; (iii) pay in a timely manner any commitment or other fees that are or become due and payable under or with respect to the Debt Financing Letters on or following the date of the Original Merger Agreement; (iv) use its reasonable best efforts to obtain all rating agency approvals necessary to obtain the Debt Financing and to satisfy all other conditions to obtaining the Debt Financing; and (v) enforce its rights under the Financing Letters and the Definitive Financing Agreements. (b) Without limiting any of its obligations hereunder, GETCO shall keep Knight informed on a reasonably current basis and in reasonable detail with respect to the status of the Debt Financing. GETCO shall deliver to Knight accurate and complete copies of the executed Definitive Financing Agreements promptly after their execution. Without limiting the generality of the foregoing, GETCO shall give Knight notice as promptly as reasonably practicable of (i) any material breach or default on the part of any party to any Financing Letter or Definitive Financing Agreement, (ii) any notice from a party to any Financing Letter or Definitive Financing Agreement of such party’s intent to not comply with any of its commitments or other material obligations under any Financing Letter or Definitive Financing Agreement, (iii) any actual or purported withdrawal, modification, termination, rescission or repudiation of any Financing Letter or Definitive Financing Agreement, or any provision thereof, and (iv) any other circumstance resulting in GETCO no longer believing in good faith that it will be able to obtain, prior to the Closing Date, all or any portion of the Financing on the terms, in the manner or from the sources contemplated by any Financing Letter or Definitive Financing Agreement. (c) GETCO shall not permit any amendment, supplement or modification to be made to, or agree to permit any waiver of any provision or remedy under, any Financing Letter or Definitive Financing Agreement without Knight’s prior consent, except that GETCO may amend, supplement or otherwise modify any Financing Letter or Definitive Financing Agreement (including by joining one or more additional lenders or agents as parties thereto) if such amendment, supplement or modification: (i) does not reduce the aggregate amount of the Financing to an amount that is less than the aggregate amount of Financing sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27 (it being understood that, subject to the requirements of this Section 7.16(c), such amendment, supplement or other modification to any Debt Financing Letter or Definitive Financing Agreement may provide for the assignment of any portion of the commitments under the Debt Financing Letters to additional agents or arrangers and grant such persons approval rights with respect to certain matters as are customarily granted to additional agents or arrangers); (ii) does not expand the conditions or other contingencies to the receipt or funding of the Financing, does not amend or modify, in a manner adverse to GETCO any of the conditions or other contingencies to the receipt or funding of the Financing and does not impose new or additional conditions or other contingencies to the receipt or funding of the Financing; (iii) does not impair the ability of GETCO to enforce its rights against other parties to the Debt Financing Commitment Letters and (iv) would not reasonably be expected to (A) prevent or delay the Effective Time or the definitive documentation for date on which the Debt FinancingFinancing would be obtained or (B) make the funding of the Financing less likely, if anyin any material respect, with respect theretoto occur. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer GETCO shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior not agree to the time the Closing is required withdrawal, repudiation, termination or rescission of any Financing Letter or Definitive Financing Agreement or any provision thereof. GETCO shall promptly deliver to occur under the terms Knight true and complete copies of this Agreement. In the event any such amendment, modification or waiver. (d) If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the any Debt Commitment LetterFinancing Letter or Definitive Financing Agreement for any reason, the Buyer or any Debt Financing Letter or Definitive Financing Agreement shall be withdrawn, repudiated, terminated or rescinded for any reason, then GETCO shall use its reasonable best efforts to arrange to obtain and obtain, as promptly as practicable, on terms that are not less favorable to from the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicablesame and/or alternative financing sources, alternative sources of financing in an amount sufficientsufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27; provided that in no event shall GETCO be obligated to obtain alternative financing on terms and conditions that in the aggregate are materially less favorable to GETCO than the terms and conditions provided for in the Debt Commitment Letter as of the date of the Original Merger Agreement (as determined in the good faith judgment of GETCO). In the event any alternative financing is obtained in accordance with this Section 7.16(d) (“Alternative Financing”), when added references in this Agreement to the portion Debt Financing shall be deemed to refer to such Alternative Financing (in lieu of the Debt Financing replaced thereby), and if one or more commitment letters or definitive financing agreements are entered into or proposed to be entered into in connection with such Alternative Financing, references in this Agreement to the Debt Financing Letters and the Definitive Financing Agreements shall be deemed to refer to such commitment letters and definitive financing agreements relating to such Alternative Financing (in lieu of the Debt Financing Letters and the Definitive Financing Agreements replaced thereby), and all obligations of GETCO pursuant to this Section 7.16 shall be applicable thereto to the same extent as GETCO’s obligations with respect to the Financing replaced thereby. GETCO shall promptly deliver to Knight true and complete copies of any commitments with respect to Alternative Financing. (e) Prior to the Closing, Knight shall use reasonable best efforts, shall cause its subsidiaries to use reasonable best efforts, and shall use its reasonable best efforts to cause its respective Representatives, to provide to GETCO all reasonable cooperation requested by GETCO that is available and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid necessary in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”, including (i) furnishing GETCO and to obtainits Financing Sources the Required Information, and(ii) participating in a reasonable number of meetings (including customary one-on-one meetings among the parties acting as lead arrangers or agents for, when obtained, to provide the Company with a copy and prospective lenders and purchasers of, a new financing commitment that provides the Debt Financing and senior management and Representatives, with appropriate seniority and expertise, of Knight), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Debt Financing, (iii) assisting with the preparation of materials for such Alternative rating agency presentations, bank information memoranda, offering documents, private placement memoranda and similar documents required in connection with the Debt Financing (including requesting any consents of accountants for use of their reports in any materials relating to the “Alternative Debt Financing Commitment Letter”and the delivery of one or more customary representation letters). For , (iv) obtaining accountants’ comfort letters and legal opinions as reasonably requested by GETCO, (v) facilitating the purposes pledging of this Agreementcollateral in connection with the Debt Financing, (vi) executing and delivering any documents as may be reasonably requested by GETCO, (vii) causing the taking of corporate actions (subject to the occurrence of the Closing) by Knight and its subsidiaries reasonably necessary to permit the completion of the Financing and (viii) facilitating the execution and delivery at the Closing of definitive documents related to the Debt Financing on the terms “contemplated by the Debt Commitment Letter” Financing; provided, that such requested cooperation does not materially and “Fee Letter” adversely interfere with the ongoing operations of Knight and its subsidiaries; provided, further, that neither Knight nor any of its subsidiaries shall be deemed required to include commit to take any Alternative action that, nor execute any document or enter into any agreement the effectiveness of which, is not contingent upon the Closing. None of Knight or any of its subsidiaries shall be required to take any action that would subject it to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity in connection with the Financing or any of the foregoing, prior to the Effective Time. GETCO shall indemnify and hold harmless Knight, its subsidiaries and the Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing Commitment Letter or (including any fee letter referred to action taken in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) accordance with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.this

Financing. (a) The Buyer shallPrior to the Closing, and the Company shall cause use commercially reasonable efforts to provide, at the other members Buyer’s sole expense, the following reasonable cooperation with the Buyer’s efforts to obtain the financing for purposes of consummating the transactions contemplated by this Agreement (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Buyer Group to, take, Company or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds any of the Debt Financing on the terms and conditions described in the Debt Financing Commitment, including with respect to: its Subsidiaries): (i) maintaining participating in effect the Debt Financing Commitment a reasonable number of meetings, rating agency presentations and complying with all obligations thereunder; due diligence sessions, (ii) negotiatingassisting the Buyer and its financing sources in the preparation of (A) offering memoranda, executing and delivering definitive agreements with respect customary confidential information memoranda (including, to the Debt Financing (extent necessary, an additional confidential information memorandum that does not include material non-public information), private placement memoranda, registration statements, prospectuses and other disclosure documents, in each case, as may be reasonably requested by the “Debt Financing Agreements”) on terms no less favorable thanBuyer, and otherwise consistent with(B) materials for rating agency presentations, the terms and conditions contained therein; and (iii) as promptly as reasonably practicable, furnishing the Buyer and its financing sources with such other information as the Buyer may reasonably request in connection with satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to diligence requirements of its financing sources and related debt covenants or satisfying federal and state securities Laws requirements and securities exchange requirements; provided, that (1) the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant Company shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms pay any fees (other than reasonable out of this Agreement. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, pocket expenses reimbursed by the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the Buyer’s cash on hand, to consummate the Transactions and pay hereunder) or incur any other amounts required to be paid liability in connection with the financing of the transactions contemplated by this Agreement until after the occurrence of the Closing and none of the Sellers, the Blockers, the Company or any of the Company’s Subsidiaries shall be required to pay any fees or incur any other liability in connection with the financing at any time, (2) none of the Sellers, the Blockers, the Company or any of the Company’s Subsidiaries or any of their respective Representatives shall be required to deliver or cause the delivery of any legal opinions or accountants’ cold comfort letters or reliance letters or any certificate as to solvency or any other certificate necessary for the financing, (3) none of the Sellers, the Blockers, the Company or any of the Company’s Subsidiaries shall be required to take any action relating to the financing that is not contingent upon the Closing, other than providing information, documents and data reasonably requested (and the execution by the Company of any documents in connection with the financing for the transactions contemplated hereby will be subject to the consummation of the Transactions transactions contemplated hereby at the Closing and such documents will not take effect prior thereto), and (4) no Representative of any Seller, any Blocker or the Company shall be required to take any action that would reasonably be expected to result in or cause any personal liability on the part of any Representative, unless the Buyer agrees to pay or discharge such liability. Any information provided or made available to the Buyer or its Representatives pursuant to this Section 5.10(a) shall be subject to the Confidentiality Agreement. (b) None of the Sellers, the Blockers, the Company, the Company’s Subsidiaries and their respective Affiliates and Representatives shall be required to take any action that would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with their performance of their respective obligations under this Section 5.10 and any information utilized in connection therewith. The Buyer shall indemnify and hold harmless the Sellers, the Blockers, the Company, the Company’s Subsidiaries and their respective Affiliates and Representatives from and against any and all related fees liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the financing of the transactions contemplated herein (including any action taken in accordance with this Section 5.10) and any information utilized in connection therewith. The Buyer shall promptly, upon written request by the Blockers or the Company, reimburse the Blockers, the Company, the Sellers or the Sellers Representative for all reasonable and documented out-of-pocket costs and expenses (“Alternative Debt Financing”including reasonable attorneys’ fees and other amounts incurred by their respective Representatives) and to obtain, and, when obtained, to provide incurred by the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this AgreementBlockers, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include Company, any Alternative Debt Financing Commitment Letter of the Company’s Subsidiaries, the Sellers, the Sellers Representative or any fee letter referred to of their respective Affiliates in connection with the cooperation of such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with Persons contemplated by this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing5.10.

Financing. (a) The Buyer shall, and shall cause the other members of the Buyer Group to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of arrange the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitment (provided that Buyer may replace or amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment as of the date hereof, or otherwise so long as the terms would not materially adversely impact the ability of Buyer to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including with respect to: using reasonable best efforts to (i) maintaining maintain in effect the Debt Financing Commitment and complying with all obligations thereunder; Commitment, (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying satisfy on a timely basis all conditions applicable to Buyer to obtaining the Debt Financing set forth in the Debt Financing Commitment applicable (including by consummating the equity financing pursuant to the Buyer’s obligations thereunder and complying terms of the Equity Financing Commitment), (iii) enter into definitive agreements with respect thereto on the terms thereof; provided and conditions contemplated by the Financing Commitments or on other terms that this covenant shall would not require adversely impact the ability or likelihood of Buyer to commence any Action against any of consummate the other parties to transactions contemplated hereby, and (iv) consummate the Debt Financing Commitment at or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this AgreementClosing. In the event If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterFinancing Commitment, the Buyer shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicablepracticable following the occurrence of such event; provided, that such alternative financing shall be on terms that are not and conditions materially no less favorable to the Buyer than those provided in the Debt Financing contemplated Commitment, or otherwise on terms and conditions acceptable to Buyer. Buyer shall give the Company prompt notice of any material breach by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added any party to the portion Financing Commitments of which Buyer becomes aware, or any termination of the Financing Commitments. Buyer shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing that is available and provide copies of all documents related to the Buyer’s cash on hand, Debt Financing (other than any fee letters and ancillary documents subject to consummate confidentiality agreements) to the Transactions Company. The Company hereby consents to the use of its and pay any other amounts required to be paid its Subsidiaries’ names and logos in connection with the consummation Financing. (b) Prior to the Closing, the Company shall, and the Shareholders shall cause the Company to, provide to Buyer, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause the respective officers, employees and advisors, including legal and accounting, of the Transactions Company and its Subsidiaries to, provide to pay Buyer all related fees and expenses (“Alternative cooperation reasonably requested by Buyer that is necessary in connection with the Debt Financing”, including using reasonable best efforts to (i) participate in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) provide assistance in preparation of confidential information memoranda (including execution and delivery of a customary representation letter) and other materials to obtainbe used in connection with obtaining financing contemplated by the Debt Financing Commitment and all information (including financial information) customarily contained therein, and(iii) provide assistance in the preparation for, when obtainedand participate in, meetings, due diligence sessions and similar presentations to provide and with, among others, prospective lenders, investors and rating agencies, (iv) enter into a loan agreement and related documents (including pledge and security documents), (v) execute and deliver customary certificates, legal opinions or other documents reasonably requested by Buyer (including a certificate of the chief financial officer of the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (respect to solvency matters) and otherwise reasonably facilitate the “Alternative pledging of collateral contemplated by the Debt Financing Commitment Letter”). For (including taking all actions reasonably necessary to (A) permit the purposes prospective lenders involved in the Debt Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of this Agreement, establishing collateral arrangements and to conduct the terms “Debt Commitment Letter” appraisals and “Fee Letter” shall be deemed to include any Alternative field examinations relating thereto as contemplated by the Debt Financing Commitment Letter or any fee letter referred to and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in such Alternative connection with the foregoing) and (vi) provide the financial statements and other information necessary for the satisfaction of the obligations and conditions set forth in the Debt Financing Commitment Letter (which within the time periods required thereby in order to permit a Closing Date on or prior to the Termination Date; provided, however, that nothing herein shall require such fee cooperation to the extent it would interfere unreasonably with the business or operations of the Company or any of its Subsidiaries. The Company shall use its reasonable best efforts to obtain pay-off letters, in form and substance reasonably satisfactory to Buyer, from holders of all Debt and to ensure that each such pay-off letter will provide for the avoidance waiver of doubt, may be redacted in the same manner as the Fee Lettersany notice provisions relating thereto. If this Agreement is terminated pursuant to Section 8.1(a) or 8.1(b)(ii) (but with respect to any Alternative Debt Financing arranged Section 8.1(b)(ii) only for a Willful or Deliberate Breach by Buyer), Buyer shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in compliance connection with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financingcooperation.

Financing. (a) The Buyer shallPurchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, and shall do, or cause to be done, all things necessary, proper or advisable to consummate and obtain funds sufficient to fund the other members Financing Amounts on or prior to the Closing. In furtherance, and not in limitation of the Buyer Group toforegoing, Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, advisable or proper or advisable to obtain, or cause to be obtained, obtain the proceeds of the Debt Financing on the terms and conditions (including, to the extent applicable, the “flex” provisions) described in the Debt Financing CommitmentCommitment Letter at or prior to the Closing or on other terms in the aggregate no less favorable to Purchaser (unless otherwise agreed by Purchaser in its sole discretion), including with respect to: by (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; Letter, (ii) negotiating, executing negotiating and delivering entering into definitive agreements with respect to the Debt Financing (the “Debt Financing Definitive Agreements”) on terms no less favorable than, and otherwise consistent with, with the terms and conditions contained therein; in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in any related fee letter) or, if available, on other terms in the aggregate no less favorable to Purchaser (provided that such other terms shall not contain any of the Prohibited Financing Modifications), and (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment Letter applicable to the Buyer’s obligations thereunder Purchaser that are within its control and complying with its obligations thereunder. Purchaser shall comply with its obligations, and enforce its rights, under the terms thereof; provided that this covenant shall not require Debt Commitment Letter and Definitive Agreements in a timely and diligent manner. Without limiting the Buyer to commence any Action against any generality of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financingforegoing, if any, with respect thereto. In in the event that all conditions contained in the Debt Commitment Letter (other than consummation of the transactions contemplated by this Agreement and those conditions that by their nature are to be satisfied or waived at Closing) have been satisfied (or upon funding will be satisfied), the Buyer Purchaser shall use its reasonable best efforts to cause the Debt Financing Sources Lenders to fund the Debt Financing required to consummate the transactions contemplated by this Agreement and pay the Closing Purchase Price and the Final Purchase Price to Seller (or one of its designated Affiliates), as and when contemplated by this Agreement, and to pay or otherwise perform all obligations of Purchaser under this Agreement and the Ancillary Agreements. Purchaser shall give Seller prompt notice of any material breach by any party to the Debt Commitment Letter or Definitive Agreements of which Purchaser has become aware or any termination of the Debt Commitment Letter or Definitive Agreements of which the Purchaser becomes aware. (b) Purchaser shall not, without the prior written consent of Seller (i) permit any amendment or modification to, or any waiver of any provision or remedy under, the Debt Commitment Letter or Definitive Agreements, including any amendment, modification, waiver or remedy that (A) adds new (or adversely modifies any existing) conditions to the consummation of all or any portion the Debt Financing, but in no event will (B) reduces the Buyer amount of the Debt Financing to an amount that would be required less than the Financing Amounts, (C) adversely affects the ability of Purchaser to do so prior enforce its rights against other parties to the time Debt Commitment Letter or the Closing is required Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to occur under the terms ability of Purchaser to enforce its rights against such other parties to the Debt Commitment Letter as in effect on the Execution Date or in the Definitive Agreements or (D) could reasonably be expected to hinder, delay or prevent the consummation of the transactions contemplated by this AgreementAgreement (the foregoing clauses (A) through (D), collectively, the “Prohibited Financing Modifications”); or (ii) terminate the Debt Commitment Letter or any Definitive Agreement if such termination would reasonably be expected to decrease the aggregate amount of the Debt Financing to an amount that would be less than the Financing Amount. Notwithstanding the foregoing, any amendment, supplement or modification to add any additional agents, lenders, lead arrangers, bookrunners, syndication agents or any or financial institutions to the Debt Commitment Letter as provided for therein shall be permitted and shall not require the prior written consent of Seller. Purchaser shall promptly deliver to Seller copies of any such amendment, modification, waiver or replacement. (c) In the event that any portion of the Debt Financing becomes unavailable unavailable, regardless of the reason therefor, Purchaser will use its reasonable best efforts to (i) arrange and obtain, as promptly as practicable but no later than the date on which the Closing would otherwise occur under Section 2.3, alternative financing with terms and conditions not less favorable to the Purchaser than the terms and conditions contemplated set forth in the Debt Commitment Letter, assuming the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to full exercise of market flex provisions thereunder (the Buyer than the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing “Alternative Financing”) (in an amount sufficient, when added to taken together with the available portion of the Debt Financing that is and available cash of the Purchaser, to pay the Financing Amounts) from the same or other sources, the terms of which do not include any Prohibited Financing Modifications and (ii) promptly notify Seller of such unavailability and the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”)reason therefor. For the purposes of this Agreement, (x) the terms term “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter commitment letter (or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letterssimilar agreement) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) herewith (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and (y) the term “Debt Financing” shall be deemed to include the financing contemplated by the Debt Commitment Letter as permitted to be amended, modified, supplemented or replaced by this Section 5.22 and any such Alternative Financing. Purchaser shall provide Seller with prompt written notice of any actual material breach, default, termination or repudiation by any party to the Debt Commitment Letter or the Definitive Agreements of which Purchaser becomes aware and the receipt of any written notice or other written communication from any Debt Financing Source or other financing source with respect to any actual breach, default, termination or repudiation by any party to the Debt Commitment Letter or the Definitive Agreements of any provision thereof. Purchaser shall keep Seller informed on a reasonably current basis of the status of its efforts to consummate the Debt Financing. (d) Prior to the Closing, Seller shall use its reasonable best efforts to provide, and shall use its reasonable efforts to cause its Representatives to provide, all reasonable cooperation reasonably requested by Purchaser and customary for financings of the type contemplated by the Debt Commitment Letter in connection with and necessary for the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller or any Seller Subsidiaries) including using its reasonable efforts to, upon Purchaser’s written request: (i) upon reasonable prior notice and at times and locations to be reasonably and mutually agreed, participate (and using its reasonable efforts to cause management with appropriate seniority and expertise to participate) in a reasonable number of meetings (including calls), presentations, due diligence sessions and sessions with rating agencies and lenders that are customary for financings of a type similar to the Debt Financing as contemplated by the Debt Financing; (ii) furnish Purchaser as promptly as practicable with the financial statements regarding Seller necessary to satisfy the condition in paragraph 4 of Exhibit C of the Debt Commitment Letter; (iii) (a) furnish any financial information reasonably requested by Purchaser in order for Purchaser to prepare pro forma financial statements required by paragraph 5 of Exhibit C of the Debt Commitment Letter; provided, that (x) Purchaser shall be responsible for the preparation of any pro forma financial statements and any pro forma adjustments giving effect to the transactions contemplated by this Agreement and (y) the Seller’s assistance shall relate solely to the financial information and data derived from the Seller’s historical books and records; (iv) assist Purchaser with the preparation of customary rating agency presentations, lender presentations, bank information memoranda, and similar marketing documents reasonably requested by Purchaser that are required in connection with the Debt Financing; (v) provide customary evidence of lien releases and any other releases or terminations for the Acquired Assets reasonably requested by Purchaser as contemplated by the Credit Agreement; (vi) reasonably facilitate the pledging of collateral and the granting of security interests in the Acquired Assets required in connection with the Debt Financing (including all schedules thereto and any customary perfection certificates as may be reasonably requested by Purchaser), it being understood that such documents will not take effect until the Closing; (vii) promptly furnish Purchaser at least four (4) Business Days prior to the Closing Date with all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. §1010.230, in each case, as reasonably requested by Purchaser at least nine (9) Business Days prior to the Closing Date; (viii) reasonably assist Purchaser with other definitive financing documents (including legal opinions) or certificates as may be reasonably requested by Purchaser; and (ix) consent to the use of its logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Seller or any of its Affiliates or the reputation or goodwill of Seller of any of its Affiliates and Seller is provided a reasonable opportunity to review and comment on such use in advance thereof; provided that none of the Seller or any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 5.22 that would (i) require Seller or any of its Affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of the Debt Financing or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, (ii) cause any representation or warranty in this Agreement to be breached by Seller or any of its Affiliates, (iii) require Seller or any of its Affiliates to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Debt Financing, (iv) reasonably be expected to cause any director, officer, employee or stockholder of Seller or any of its Affiliates to incur any personal liability, (v) reasonably be expected to conflict with the organizational documents of Seller or any of its Affiliates or any Laws, (vi) reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any material Contract to which Seller or any of its Affiliates is a party or any Law, (vii) provide access to or disclose information that Seller or any of its Affiliates determines would jeopardize any attorney-client privilege of Seller or any of its Affiliates, (viii) require the delivery of any opinion of counsel or (ix) other than as specifically set forth in Section 5.22(d)(ii), require Seller or any of its Affiliates to prepare or deliver any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice. Nothing contained in this Section 5.22(d) or otherwise shall require Seller or any of its Affiliates to be an issuer or other obligor with respect to the Debt Financing. Purchaser shall, promptly upon request by Seller, reimburse Seller or any of its Affiliates for all reasonable out-of-pocket costs incurred by them or their respective Representatives in connection with such cooperation and shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives from and against any and all losses suffered or incurred by them in connection with the arrangement of the Debt Financing, any action taken by them at the request of Purchaser or its Representatives pursuant to this Section 5.22 and any information used in connection therewith (other than information provided in writing by Seller or any of its Affiliates specifically in connection with Seller’s obligations pursuant to this Section 5.22). (e) The Parties acknowledge and agree that the provisions contained in this Section 5.22 represent the sole obligation of Seller and its Affiliates with respect to cooperation in connection with the arrangement of any financing (including the Debt Financing) to be obtained by Purchaser with respect to the transactions contemplated by this Agreement, and no other provision of this Agreement (including any Annexes, Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Purchaser or any of its Affiliates or any other financing or other transactions be a condition to any of Purchaser’s obligations under this Agreement. (f) Seller will be deemed to be in compliance with Section 5.22(d) unless and until (i) Purchaser provides written notice (the “Non-Cooperation Notice”) to Seller of any alleged failure to comply, or action or failure to act which could be believed to be a breach of Section 5.22(d), (ii) Purchaser includes in such Non-Cooperation Notice reasonable detail regarding the cooperation required to cure such alleged failure (which shall not require Seller to provide any cooperation that it would not otherwise be required to provide under this Section 5.22) and (iii) Seller fails to take the actions specified on such Non-Cooperation Notice within ten (10) Business Days from receipt of such Non-Cooperation Notice. (g) All nonpublic or otherwise confidential information regarding Seller or its Affiliates obtained by Purchaser or its Representatives pursuant to this Section 5.22 shall be kept confidential in accordance with the Confidentiality Agreement, except that Purchaser shall be permitted to disclose such information to the Lenders, rating agencies and prospective lenders and investors during syndication of the Debt Financing subject to their entering into customary confidentiality undertakings with respect to such information that Seller is provided a reasonable opportunity to review and comment on in advance.