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) 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 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) The Buyer shall, and Purchaser shall cause use its commercially reasonable efforts (taking into account the other members expected timing of the Buyer Group to, Marketing Period) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, consummate the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letters to the extent necessary to consummate the Contemplated Transactions, including with respect to: using commercially reasonable 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 (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 favorable, taken as a whole, with respect to the applicable Purchaser Entity as to conditionality than the terms provided in the Commitment Letters and (iiiii) satisfying to 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 applicable Purchaser Entity in the terms thereof; provided Commitment Letters that this covenant shall not require are within its control (or, if deemed advisable by Purchaser, seek the Buyer to commence any Action against any waiver of the other parties conditions applicable to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions applicable Purchaser Entity contained in the Debt such Commitment Letter have been satisfied (or upon funding will be satisfiedLetters), 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 necessary to consummate the Contemplated Transactions becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterLetters, the Buyer Purchaser shall promptly notify Seller and shall use its commercially reasonable best efforts to arrange to obtain as promptly as practicable, any such portion from alternative sources on terms that are and conditions not materially less favorable to the Buyer than applicable Purchaser Entity as those contained in the Debt Commitment Letters as promptly as practicable following the occurrence of such event. Purchaser shall deliver to Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Purchaser with any portion of the Financing and promptly provide Seller with such information it may reasonably request regarding any alternative financing arrangements or plans. Purchaser shall give Seller prompt notice of any material breach by any party to the Commitment Letters of which Purchaser has become aware or any termination of the Commitment Letters. Upon request from Seller, Purchaser shall keep Seller informed on a reasonably current basis of material developments relating to the Financing. Purchaser may agree to or permit any amendment, supplement or other modification to be made to, or any waiver of any provision or remedy under, the Commitment Letters or the definitive agreements relating to the Financing and may obtain financing in substitution of all or a portion of the Financing so long as (x) Purchaser promptly provides Seller with such information as it may reasonably request in connection with any alternative financing arrangements or plans and (y) such amendment, supplement, modification or waiver (i) does not reduce the aggregate amount of the Financing below an amount, together with any available cash of Purchaser or the Genesis Companies, required to pay the Required Payment Amount (including by increasing the amount of fees to be paid or original issue discount as compared to such fees and original issue discount contemplated by the Debt Commitment Letter and related fee letters in effect on the date hereof unless the Debt Financing or the Equity Financing is increased by such amount and/or cash is otherwise available to fund such amount); (ii) does not (A) impose new or additional conditions precedent to the Financing, or (B) otherwise adversely expand, amend or modify any of the conditions precedent to the Financing, in the case of clauses (A) and (B), in a manner that would reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the Closing; or (iii) would not materially adversely impact the ability of Purchaser to enforce its rights against other parties to the Commitment Letters or otherwise to timely consummate the Contemplated Transactions. For purposes of this Agreement, references to “Financing” or “Debt Financing,” as applicable, shall include the financing contemplated by such the Commitment Letters as permitted to be amended, modified, waived or replaced by this Section 5.11(a), and references to “Debt Commitment Letters” shall include such documents as permitted to be amended, modified, waived or replaced by this Section 5.11(a). Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.11 shall require, and in no event shall the commercially reasonable efforts of Purchaser be deemed or construed to require, Purchaser or any Affiliate thereof to (i) seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter, or (ii) pay any fees materially in excess of those contemplated by the Equity Commitment Letter or the Debt Commitment Letters. (b) Prior to the Closing, or as expressly provided in clause (iv) below, after the Closing, Seller shall use commercially reasonable efforts to, and shall cause Seller’s and the Company’s respective Representatives to, provide to Purchaser (which for all purposes of clauses (i) – (xi) of this Section 5.11(b) shall also be deemed to include each applicable Purchaser Entity) such cooperation as is reasonably requested by Purchaser and the Debt Financing Sources, other than as expressly provided in clause (iv) below, in connection with the Debt Financing (in each case at Purchaser’s sole cost and expense and provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller and its Subsidiaries), including: (i) assisting in preparation for and participation in marketing efforts (including a reasonable number of lender meetings and calls), and participating in a reasonable number of meetings, drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) and sessions with existing and prospective lenders, investors and ratings agencies and assisting Purchaser in obtaining ratings as contemplated by the Debt Financing; (ii) assisting Purchaser and the Debt Financing Sources in the preparation of (A) a bank information memorandum, lender presentations and similar marketing documents for any of the Debt Financing, including the execution and delivery of customary representation letters in connection with bank information memoranda and reviewing and commenting on Purchaser’s draft of a business description and “Management’s Discussion and Analysis” of the Company’s financial statements to be included in marketing materials contemplated by the Debt Financing; and (B) materials for rating agency presentations; (iii) as promptly as reasonably practicable (A) furnishing Purchaser and the Debt Financing Sources and their respective Representatives with (x) the Required Financial Information and (y) such pertinent and customary (as compared to other transactions of this size and nature) information, to the extent reasonably available to Seller, the Company or any of their respective Subsidiaries, regarding the Company and its Subsidiaries as may be reasonably requested by Purchaser in order to consummate the Debt Financing and (B) informing Purchaser if Seller, the Company or their Subsidiaries shall have knowledge of any facts that would likely require the restatement of such financial statements for such financial statements to comply with GAAP; (iv) both before the Closing and, to the extent reasonably necessary to allow Purchaser or any of its Affiliates to comply with SEC requirements or consummate a securities offering after the Closing, Seller shall provide Purchaser and its representatives access to the books and records of the Genesis Companies and provide appropriate representations in connection with the preparation of financial statements and other financial data of the Company and Seller shall request accountants’ consents in connection with the use of the Company’s financial statements in offering documents, prospectuses, Current Reports on Form 8-K and other documents to be filed with the SEC; (v) using commercially reasonable efforts to assist Purchaser in connection with the preparation of pro forma financial information and financial statements to the extent reasonably required by the Debt Financing Sources to be included in any marketing documents related to the 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) using commercially reasonable efforts to provide (x) monthly financial reports consistent with past practice, (y) within forty-five (45) days of the end of each of the first three fiscal quarters of the fiscal year, unaudited consolidated quarterly financial statements of the Company which have been “reviewed” by auditors in accordance with Statements on Auditing Standards 100, and (z) within ninety (90) days of the end of each fiscal year, audited consolidated financial statements of the Company for such fiscal year; (vii) executing and delivering as of (but not before) the Closing any pledge and security documents, other definitive financing documents, or other certificates, customary (e.g., local counsel) legal opinions or documents as may be reasonably requested by Purchaser and otherwise facilitating the pledging of collateral (including cooperation in connection with the pay-off of existing Indebtedness to the extent contemplated by this Agreement and the release of related Financing Liens and termination of security interest, including obtaining customary and otherwise mutually acceptable pay-off letters, liens releases and instruments of discharge or releases to be delivered at the Closing); (viii) assisting Purchaser to obtain waivers, consents, estoppels and approvals from other parties to material licenses, leases, encumbrances and Contracts relating to the Company and to arrange discussions among Purchaser, the providers of the Debt Financing and their respective Representatives with other parties to material licenses, leases, encumbrances and Contracts as of the Closing; (ix) taking all reasonable actions necessary to (A) permit the Debt Financing Sources to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing and to assist with other collateral audits and due diligence examinations and (B) establish bank and other accounts and blocked account agreements and lock box arrangements to the extent necessary in connection with the Debt Financing; (x) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Purchaser and within the reasonable control of the Genesis Companies that are necessary or customary to permit the consummation of the Debt Financing, and to permit any proceeds thereof to be made available on the Closing Date to consummate the Contemplated Transactions; and (xi) providing all documentation and other information about the Company and its Subsidiaries, as applicablereasonably requested by the Debt Financing Sources or Purchaser in connection with “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; provided, alternative sources of financing in an amount sufficient, when added that: notwithstanding anything to the portion 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 Financing (in the case of the Genesis Companies, prior to the Closing), (c) enter into any agreement or commitment in connection with the Debt Financing that is available not conditioned on the occurrence of the Closing and does not terminate without liability to the Buyer’s cash on handCompany and its Subsidiaries upon failure of the Closing to occur in accordance with this Agreement, or (d) take any action that would (1) cause any representation or warranty in this Agreement to consummate be breached, (2) cause any director, manager, agent, officer or employee of Seller, the Transactions Company, any of its Subsidiaries or any of their respective Affiliates or Representatives to incur any personal liability or (3) require Seller, the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives to provide access to or disclose information that any of them determines would jeopardize any attorney-client privilege and pay (Y) no director or officer of Seller or any other amounts Subsidiary of Seller shall be required to execute any agreement, certificate, document or instrument with respect to the Financing that would be paid effective prior to the Closing. Purchaser shall promptly, upon request by Seller, reimburse Seller for all documented out-of-pocket costs or expenses incurred by Seller, any of its Affiliates, Subsidiaries and their respective Representatives in complying with their respective covenants pursuant to Section 5.11(d), Section 5.11(e) and this Section 5.11(b). Further, Purchaser shall indemnify and hold harmless Seller, its Subsidiaries and its and their respective directors, officers and other Representatives from and against any and all Liabilities, losses, damages, claims, costs, expenses interest, awards, judgments and penalties suffered or incurred by any of them in connection with the consummation Financing or any alternative financing and any information utilized in connection therewith (other than any information provided in writing by or on behalf of Seller or any of its Subsidiaries specifically for use in connection with the Financing), in each case other than to the extent any of the Transactions 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 pay all related fees and expenses (“Alternative the use of the logos of the Company solely 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 Seller’s reputation or goodwill and will comply with Seller’s usage requirements to the extent made available to Purchaser prior to the date on which the Marketing Period commences. (d) Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to obtainperiodically update any Required Financial Information provided to Purchaser and each applicable Purchaser Entity as may be necessary so that such Required Financial Information is (i) Compliant, and(ii) meets the applicable requirements set forth in the definition of “Required Financial Information” and (iii) would not, when obtainedafter giving effect to such update(s), result in the Marketing Period 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”)cease to be deemed to have commenced. For the purposes avoidance of doubt, Purchaser and each applicable Purchaser Entity may, to most effectively consummate the Financing, require the cooperation of Seller and its Subsidiaries under this AgreementSection 5.11 at any time, and from time to time and on multiple occasions, between the terms “Debt Commitment Letter” date hereof 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 the Closing (which such fee lettersupon reasonable advance notice and, for meetings and discussions, at mutually convenient times); provided, that, for the avoidance of doubt, may the Marketing Period shall not be redacted applicable as to each attempt to access the markets. Seller shall timely file documents and other materials with SEDAR in accordance with applicable Law, to the same manner as extent such documents and other materials relate to the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) Company (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” Seller shall be deemed to include have “timely” filed any such Alternative documents or other materials if the Company makes such filing on or prior to the fifth (5th) Business Day following the date such filing would otherwise have been due under applicable Law). If, in connection with any reasonable marketing effort contemplated by the Debt Financing.Commitment Letters, Purchaser reasonably determines to include in a customary marketing document information about the Company, which information would also com

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 shallSubject to the terms and conditions of this Agreement, 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 obtain and to be obtained, the proceeds of consummate the Debt Financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letters (including the flex provisions), subject to any amendments or modifications thereto permitted by this Section 5.21, including with respect to: using its reasonable best efforts to (i) maintaining maintain in effect the Debt Commitment Letters and the financing commitments thereunder (the “Financing Commitment and complying with all obligations thereunder; Commitments”), subject to any amendments or modifications thereto permitted by Section 5.21(b), (ii) negotiatingnegotiate, executing execute and delivering deliver definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) Commitments on terms no less favorable than, and otherwise consistent with, the terms and conditions (including the flex provisions) contained therein; and , subject to any amendments or modifications thereto permitted by Section 5.21(b), (iii) satisfying satisfy on a timely basis all conditions that are applicable to Purchaser contained in the Debt Financing Commitment applicable to Commitments, including the Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence payment of any Action against any of the other parties commitment, engagement or placement fees required as a condition to the Debt Financing Commitment and due and payable by Purchaser, (iv) enforce its rights under the Financing Commitments, (v) comply with its obligations under the Financing Commitments and (vi) consummate the Debt Financing at or prior to the definitive documentation for Closing, including drawing on any interim or bridge financing under the Financing Commitments. Purchaser shall provide such information as shall be necessary to keep Seller informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Debt Financing, if any, with respect thereto. In the event Purchaser becomes aware 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 has become unavailable, Purchaser shall promptly notify Seller and conditions contemplated shall, in the Debt Commitment Letterconsultation with Seller, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, practicable any such portion from alternative sources on terms that are not and conditions no less favorable to the Buyer Purchaser and to Seller than the Debt Financing contemplated by such terms and conditions set forth in the Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion Letters and that would not have any of the Debt Financing that is available and the Buyer’s cash on handeffects specified in Section 5.21(b) (any such alternative 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 ). If an Alternative Financing is required in accordance with this Section 5.21(a), Purchaser shall obtain, and, and when obtained, to provide the Company Seller with a copy of, a new financing commitment that provides for such Alternative Financing, and Purchaser shall comply with its covenants in this Section 5.21(a) and Section 5.21(b) with respect to such new financing commitment (as if such financing commitment were the Debt Commitment Letter). Purchaser shall give Seller prompt notice of (A) subject to any amendments or modifications permitted by Section 5.21(b), the expiration or termination of all or any portion of the Financing Commitments (including pursuant to any Alternative Financing) or any definitive documentation relating to the foregoing; (B) for any reason, all or any portion of the Debt Financing (including pursuant to any Alternative Financing or definitive documents relating to any of the “foregoing) becoming unavailable; or (C) a breach or repudiation by any party to the Debt Commitment Letters or Alternative Financing (including any definitive documents relating to any of the foregoing) of which Purchaser becomes aware. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not, without the prior written consent of Seller, agree to or permit any amendment, replacements, supplement or other modification of, or waive any of its rights or remedies under the Debt Commitment Letters or Fee Letters; provided that Purchaser may (i) amend, replace, supplement, modify or waive any provision of the Debt Commitment Letters or related Fee Letters if such amendment, replacement, supplement, modification or waiver does not (w) add new (or adversely modify any existing) conditions to the consummation of the Debt Financing as compared to those in the Debt Commitment Letter”Letters and Fee Letters as of the date hereof, (x) adversely affect the ability of Purchaser to timely consummate the Sale and the other transactions contemplated hereby (including, by making the conditions therein less likely to be satisfied or materially delaying, materially impeding, or preventing the Closing). For , (y) adversely affect the purposes ability of Purchaser to enforce its rights against the other parties to the Debt Commitment Letters or Fee Letters as in effect on the date hereof or in any definitive agreements executed in connection herewith or (z) reduce the aggregate amount of the Debt Financing contemplated thereunder and (ii) amend the Debt Commitment Letters to add lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Debt Commitment Letters as of the date of this Agreement, so long as any such addition would not reasonably be expected to prevent, materially hinder or materially delay the terms “consummation of the Debt Financing or the transactions contemplated by this Agreement or the availability of the Debt Financing under the Debt Commitment LetterLetters. Purchaser shall promptly deliver to Seller copies (redacted only as to fee amounts, dates and certain other economic terms, including in respect of “market flex” and “Fee Lettersecurities demand” 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 lettersprovisions, for the avoidance of doubt, may be redacted in the same manner as case of the Fee Letters) of any such amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter or Fee Letters. (c) Prior to the Closing, Seller shall use reasonable best efforts to, and cause the members of the Alkali Group and their respective officers, employees and advisors, including financial and accounting advisors, of Seller and the members of the Alkali Group to, provide such cooperation as is reasonably requested by Purchaser in connection with the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller and its Subsidiaries), including (i) participating in a reasonable number of lender meetings and calls, drafting sessions, rating agency presentations, due diligence sessions (including accounting due diligence sessions) and sessions with prospective lenders, investors and ratings agencies, in each case at mutually agreed times; (ii) assisting Purchaser in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for any of the Debt Financing and (B) materials for rating agency presentations; (iii) providing the Required Financial Information; (iv) requesting that its independent auditors cooperate with the Debt Financing and using commercially reasonable efforts to cause such independent auditors to provide customary “comfort” letters (including “negative assurance” comfort), together with drafts of such comfort letters such independent accountants are prepared to deliver upon the “pricing” of any high-yield bonds being issued in lieu of any portion of the Debt Financing; and (v) participation by the senior management team of the Business in the marketing activities undertaken in connection with the marketing of the Debt Financing, including (A) assisting in the preparation of a customary bank book, confidential information memorandum, lender presentations, syndication documents, business projections and similar documents and (B) attending a reasonable number of meetings at mutually agreeable times with prospective lenders or debt investors, sessions with rating agencies for the Debt Financing and due diligence sessions; ((vi) providing customary authorization and/or representation letters in connection with the distribution of the bank information memoranda contemplated by the Debt Commitment Letters to prospective lenders and identifying any portion of the information therein that constitutes material non-public information regarding the Business, Seller or its Subsidiaries; provided that such letters and confirmations expressly state that (x) Seller shall not have any liability of any kind or nature resulting from the use of information in connection with their cooperation with arranging the Debt Financing and (y) the recipient of such letters of authorization shall be entitled to rely only on the representations and warranties contained in the Debt Financing documents; (vii) facilitating the execution and delivery by the appropriate officers of Alkali Holdco. of loan agreements, pledge and security documents and other definitive documents and/or certificates contemplated by the Debt Commitment Letters; (viii) cooperating in the replacement or backstop of any outstanding letters of credit issued for the account of the Business or any joint venture thereof; (ix) furnishing Purchaser and the Debt Financing Sources at least five Business Days prior to the Closing Date with all documentation and other information with respect to the Business required by the Debt Commitment Letters required under applicable “know your customer” and anti-money laundering laws, rules and regulations, including the U.S. PATRIOT Act to the extent requested not less than 10 Business Days prior to the Closing Date; and (x) consenting to the use of the logos of the Business so long as such use is not reasonably likely to harm or disparage the Business or its reputation, goodwill, products, services, offerings or intellectual property rights; provided that (v) neither Seller nor any of its Affiliates shall be required to pay any commitment or other similar fee, provide any security, make any representations, provide any indemnification or incur any other Liability in connection with the Debt Financing (w) the effectiveness of any documentation executed by Seller with respect to the Debt Financing shall be subject to the consummation of the Closing, (x) neither any Persons who are directors of the Seller or any of its subsidiaries at any time prior to the Closing (“Pre-Closing Directors”) nor Seller or any of its Subsidiaries shall be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing Seller nor any of its Affiliates shall be required to deliver (1) any financial information in a form not customarily prepared by the Seller or its Affiliates or (2) any financial information with respect to a fiscal period that has not yet ended, and (z) Purchaser shall promptly, upon request by Seller, reimburse and indemnify Seller for all costs or Liabilities incurred by Seller or any of its Affiliates in connection with the Debt Financing (including any Alternative Debt Financing arranged in compliance with Financing), any such cooperation pursuant to this Section 9.7(a) 5.21 or any information utilized in connection therewith (other than historical information relating to the Business provided by Seller and any Debt Commitment Letter and Fee Letter remaining or its Subsidiaries in effect at writing for the time in question) and purpose of arranging the term “Debt Financing” ), except to the extent such costs or Liabilities are the direct result of the gross negligence or willful misconduct of the Seller or any of its Subsidiaries or other representatives (acting in their capacity as such) . The obligations of Purchaser in the foregoing clause (z) shall survive any termination of this Agreement. Any information provided to Purchaser pursuant to this Section 5.21(c) shall be deemed subject to include any such Alternative Debt Financingthe Confidentiality Agreement and Section 5.2.

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▇▇▇▇▇▇▇ agrees to use, and shall to cause Parent and Purchaser to use, best efforts to complete the other members transactions contemplated by the Commitment Letters and the Equity Commitment Letters. (b) Without limiting the generality of the Buyer Group toforegoing, in the event that at any time funds are not or have not been made available pursuant to the Commitment Letters so as to enable Purchaser to proceed with the Closing in a timely manner, each of ▇▇▇▇▇▇▇, Parent and Purchaser shall (i) use his or its best efforts to obtain alternative funding in an amount at least equal to the Required Cash Amount on terms and conditions substantially comparable to those provided in the Commitment Letters or the Equity Commitment Letters, as applicable, or otherwise on terms reasonably acceptable to ▇▇▇▇▇▇▇, Parent and Purchaser and (ii) shall continue to use his or 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 under applicable laws and regulations to obtainconsummate the transactions contemplated by this Agreement. (c) Following the date hereof, any amendment, modification, termination or cancellation of any of the Transaction Financing or Equity Financing, or any information which becomes known to ▇▇▇▇▇▇▇, Parent, Purchaser or their respective affiliates which makes it unlikely that the Transaction Financing or Equity Financing will be obtained on the terms set forth in the Commitment Letters or the Equity Commitment Letters, shall be promptly disclosed to the Special Committee. None of ▇▇▇▇▇▇▇, Parent or Purchaser or any of their respective affiliates will knowingly attempt, directly or indirectly, to induce or encourage the Lenders or other entities not to fund any of the financing provided for in the Commitment Letters or Equity Commitment Letters. (d) Subject to completion of the transactions contemplated by the Equity Commitment Letters, ▇▇▇▇▇▇▇ agrees to provide, or cause to be obtained, the proceeds one 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, his affiliates 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 Equity 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, and Parent shall cause the other members of the Buyer Group to, take, use its reasonable best efforts to take or cause to be taken, taken all actions and do, to do or cause to be done, done all things necessary, proper or advisable to obtain, or cause to be obtained, (i) maintain in effect the proceeds of Commitment Letters/Agreement and arrange and obtain the Debt Financing and the Investor Financing on the terms and conditions described in the Debt Financing Commitment, including with respect to: Commitment Letters/Agreement (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”) or on terms no less favorable thanin any material respect to Parent); (ii) negotiate, finalize and otherwise consistent with, enter into definitive agreements with respect thereto on the terms and conditions no less favorable in any material respect to any Parent Party than contained thereinin the Commitment Letters/Agreement; and (iii) satisfying satisfy on a timely basis all conditions in such definitive agreements that are within its control applicable to Parent; (iv) consummate the Debt Financing Commitment applicable and the Investor Financing no later than the Closing Date and (v) in the event all conditions to the Buyer’s obligations thereunder Debt Financing or the Investor Financing have been satisfied or waived, enforce its rights under the Debt Commitment Letter and complying with the terms thereof; provided that this covenant Investor Agreement to the extent available in the event of a breach by the applicable Financing Sources. (b) The Parent Parties shall not require agree to any amendments or modifications to, or grant any waivers of, any condition or other provision under the Buyer Commitment Letters without the prior written consent of the Company if such amendments, modifications or waivers would reduce or would reasonably be expected to commence reduce the aggregate amount of the applicable Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) below the amount necessary to consummate the Merger and the other transactions contemplated by this Agreement when taken together with other cash on hand of the Parent Parties or other sources of cash to become available to the Parent Parties on the Closing Date (including, if applicable, any Action against Alternative Financing), impose new or additional conditions or otherwise expand, amend or modify any of the conditions under the Commitment Letters/Agreement that would be reasonably likely to (i) prevent, delay or impair the ability of the Parent Parties to consummate the Merger and the other transactions contemplated by this Agreement or (ii) adversely impact the ability of the Parent Parties to enforce their rights against the other parties to the Commitment Letters/Agreement. The Parent Parties shall not release or consent to the termination of the obligations of the Lender under the Debt Commitment Letters, except in each case for (I) assignments and replacements of an individual Lender under the terms of, and only in connection with, the syndication of the Debt Financing Commitment or the definitive documentation for pursuant to the Debt Commitment Letters or (II) replacements of the Debt Commitment Letters with alternative financing commitments pursuant to this Section 6.16(b) (an "Alternative Financing, 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 (x) becomes unavailable on or (y) would reasonably be expected to become unavailable in the terms and conditions manner or from the sources contemplated in the Debt Commitment LetterLetters, (i) Parent shall promptly notify the Company and (ii) in the case of subclause (x), the Buyer Parent Parties shall use their respective reasonable best efforts to arrange and obtain, and to negotiate and enter into finance commitments and definitive agreements with respect to, an Alternative Financing from alternative financial institutions in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement when taken together with other cash on hand of the Parent Parties or other sources of cash to become available to the Parent Parties on the Closing Date (including, if applicable, any other Alternative Financing) upon terms and conditions no less favorable in all material respects, taken as a whole, to the Parent Parties than those in the Debt Commitment Letters as in effect on the date of this Agreement, as promptly as practicable following the occurrence of such event (and, in any event, no later than the expiration of the Marketing Period). Parent shall (x) furnish to the Company complete, correct and executed copies of the definitive documents with respect to the Debt Financing promptly upon their execution, (y) give the Company prompt notice of any breach or default by any party to any of the Commitment Letters/Agreement or any Alternative Financing commitment with respect to the Debt Financing or any termination thereof or any material dispute or disagreement between or among any parties to the Commitment Letters/Agreement with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing and (z) otherwise keep the Company reasonably informed on a reasonably current basis in reasonable detail of the status of Parent's efforts to arrange the Financing (or any replacement thereof) and all material developments concerning the status thereof. Notwithstanding anything contained in this Agreement to the contrary, the Parent Parties acknowledge and agree that its obligations hereunder are not subject to or conditioned in any manner on the Parent Parties obtaining any financing (including the Financing). (c) Prior to the Closing, the Company shall use its reasonable best efforts to arrange provide, and shall cause the Company Subsidiaries to obtain use reasonable best efforts to provide, such cooperation as is reasonably requested by Parent in connection with the arrangement of the Financing (provided, that such requested cooperation does not (w) interfere unreasonably with the business or operations of the Company and the Company Subsidiaries, (x) require the Company or any Company Subsidiaries to take any action that would conflict with or violate any applicable Law, any of the Organizational Documents of the Company or any Company Subsidiaries or any Material Contract, (y) cause any representation or warranty in this Agreement to be breached by the Company or any Company Subsidiaries or (z) result in any director, manager, employee, officer, accountants, legal counsel or other representatives of the Company or any Company Subsidiaries incurring any actual or potential personal liability), including by using reasonable best efforts to: (i) participate in a reasonable number of meetings (including meetings with prospective lenders and investors), presentations, road shows, drafting sessions and due diligence sessions, including using reasonable best efforts to coordinate direct contact between senior management and the independent auditors of the Company and the Company Subsidiaries, on the one hand, and the actual and potential lenders or investors, on the other hand (which may include one-on-one meetings with potential lenders or investors), and sessions with rating agencies, in each case at reasonable times and locations and with reasonable advance notice, (ii) furnish to Parent as promptly as practicable, on terms reasonably practicable (A) the Required Information in a form so that are not less favorable such Required Information (I) is Compliant and (II) meets the applicable requirements set forth in the definition of "Required Information" and (B) such other pertinent and customary information regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent to the Buyer extent that such information is required in connection with the Commitment Letters/Agreement to consummate the Financing (provided, that neither the Company nor any Company Subsidiaries shall be required to prepare or deliver (x) any financial statements other than the financial statements included in the definition of "Required Information" or provide any financial information or other information that does not relate to the Company or the Company Subsidiaries, (y) any pro forma financial information or pro forma financial statements or any projections or other information relating to (I) the proposed Financing or any fees or expenses relating thereto or to the Merger, (II) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other adjustments desired to be incorporated into any information used in connection with the Financing or (III) any financial information relating to the Parent Parties or any of their Affiliates), (iii) cause the independent auditors of the Company and the Company Subsidiaries to (A) reasonably cooperate with Parent in connection with the Financing, including by providing customary "comfort letters" (including "negative assurance" comfort) and (B) to provide customary assistance with the due diligence activities of Parent and the Financing Sources and the preparation of the documents referred to in clauses (iv) and (v) below, including any pro forma financial statements to be included therein, and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Financing and related government filings, (iv) provide upon the reasonable request of Parent such information reasonably required to prepare a customary confidential information memorandum (including a version that does not include material non-public information) and other customary materials reasonably required to complete the syndication, including a customary authorization letter, (v) assist Parent in the preparation of (A) customary materials for rating agency and investor presentations (including "roadshow" or investor meeting slides), registration statements, offering memoranda, prospectuses, private placement memoranda, and other customary marketing materials and (B) definitive documentation for the Financing, including any certificates and schedules related thereto, and otherwise reasonably assist in facilitating the provision of guarantees and pledging of collateral contemplated by the Debt Financing, (vi) provide at least three (3) Business Days prior to the Closing Date, all documentation and other information as is required by applicable "know your customer" and anti-money laundering rules and regulations including the USA PATRIOT Act and the beneficial ownership regulations pursuant to 31 C.F.R. §1010.230 and is reasonably requested by Parent at least ten (10) Business Days prior to the Closing Date and (vii) notwithstanding anything to the contrary in Section 6.2(f), ensure that prior to the Closing Date there will be no competing issues, offerings, placements, arrangements or syndications of debt securities or commercial bank or other credit facilities by or on behalf of the Company and the Company Subsidiaries, being offered, placed or arranged without the written consent of the Debt Financing Sources. (d) Notwithstanding anything in this Agreement to the contrary, (i) neither the Company nor any Company Subsidiary shall be required to pay any commitment or other fee or incur any other liability or obligation (except for the obligations set forth in Section 6.16(c)) in connection with the Financing prior to the Closing, (ii) no obligation of the Company or any Company Subsidiary under any document, certificate or instrument executed pursuant to Section 6.16(c) shall be effective until the Closing or be effective if the Closing does not occur, (iii) neither the Company nor any Company Subsidiary shall be required to execute or deliver or have any liability or obligation under any loan agreement or any related document or any other agreement or document (including any certificates, legal opinions or pledge or security documents) or any other action requested hereunder related to the Financing prior to the Closing, except for the customary authorization letter referenced in Section 6.16(c)(iv), and (iv) neither the Company nor any Company Subsidiary shall be required to provide access to or disclose any information or document except in accordance with Section 6.3. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented costs and expenses (including reasonable attorneys' fees) incurred by the Company or any Company Subsidiary or any of their respective representatives in connection with the cooperation of the Company and their Affiliates contemplated by Section 6.16(c). All non-public or other confidential information provided by the Company or its representatives pursuant to Section 6.16(c) will be kept confidential in accordance with the Confidentiality Agreement, except that Parent will be permitted to disclose such information to any Financing Sources or prospective Debt Financing Sources and other financial institutions and investors that may become parties to the Financing and to any underwriters, initial purchasers or placement agents in connection with the Financing (and, in each case, to their respective officers, employees, representatives and advisors) or ratings agencies as contemplated by the Debt Commitment LettersLetters so long as such information shall be kept confidential by them in accordance with customary confidentiality protections. (e) The Company hereby consents to the inclusion of the Financial Statements, the Unaudited Interim Financial Statements and the Required Information, as applicable, alternative sources of financing in an amount sufficient, when added prior 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 Closing in connection with the consummation Financing in (i) any registration statement filed by EWS in connection with an offering or exchange of the Transactions and to pay all related fees and expenses securities on Form S-1, Form S-3 or Form S-4 (“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 successor forms) under the avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged Securities Act in compliance with this Section 9.7(athe requirements of Regulation S-X and Regulation S-K, as applicable, and (ii) any prospectuses, private placement memoranda, lender and investor presentations, offering documents, bank information memoranda, rating agency presentations and similar documents customarily used in connection with the Financing, including, any customary "offering memoranda" in connection with a debt securities offering, whether public or private. (f) The Company shall, and any Debt Commitment Letter shall cause the Company Subsidiaries to, reasonably cooperate with EWS to permit EWS and Fee Letter remaining in effect at its Affiliates to prepare such unaudited pro forma financial statements for the time in question) Company and the term “Debt Company Subsidiaries for such time periods as required by the Exchange Act, the rules and regulations of the SEC or any rule or regulation of any securities exchange upon which the securities of EWS are listed or traded and as may be determined by EWS or the Financing Sources to be required or appropriate in connection with the Financing” . Without limiting the generality of the foregoing, the Company shall, and shall be deemed cause the Company Subsidiaries to, at EWS's sole cost and expense, (i) provide EWS and its accountants with reasonable access during normal business hours to include any financial and other information reasonably requested by EWS in connection with the preparation of such Alternative Debt Financingfinancial statements, including access to work papers of the Company, the Company Subsidiaries and their respective accountants reasonably requested by EWS in connection therewith and (ii) provide reasonable assistance to EWS and its accountants in the preparation of such financial statements.

Financing. (a) 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 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 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 Parent shall, and shall cause the other members of the Buyer Group its Affiliates to, take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper necessary to consummate the Financing or advisable to obtain, or cause to be obtained, any Substitute Financing as promptly as possible following the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitmentdate hereof, including with respect to: (i) complying with and 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 Agreements”) on terms no less favorable thanFinancing, and otherwise consistent with, including the terms and conditions contained therein; and in the Commitment Letter so that such agreements are in effect no later than the Offer Closing, (iii) satisfying as soon as possible and on a timely basis all the conditions to the Financing and the definitive agreements related thereto, (iv) accepting to the fullest extent all “market flex” contemplated by the Commitment Letter (or any fee letter relating thereto), to the extent deemed necessary under the Commitment Letter and (v) enforcing its rights under the Commitment Letter in the Debt event of a breach by the Financing Commitment applicable Parties that could reasonably be expected to 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 of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect theretoOffer Closing. In the event that all conditions contained in to the Debt Commitment Letter have been satisfied (or other than the consummation of the Offer) or, upon funding will shall be satisfied, Parent and its Affiliates shall use their reasonable best efforts to cause the Persons providing the Financing (the “Financing Parties”) to fund on the Offer Closing Date the Financing, to the extent the proceeds thereof are required to consummate the Offer, the Merger and the other transactions contemplated hereby (including by taking enforcement action to cause the Financing Parties to fund such Financing if the conditions to funding set forth in the Commitment Letter are satisfied). Parent shall, after obtaining knowledge thereof, give the Company written notice of any (A) breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by a Financing Party or any party to any definitive document related to the Financing, (B) actual or threatened withdrawal, repudiation or termination of the Financing by the Financing Parties, (C) material dispute or disagreement between or among any parties to the Commitment Letter or any definitive document related to the Financing, (D) amendment or modification of, or waiver under, the Commitment Letter or any related fee letters or (E) change, circumstance or event which causes Parent or Purchaser to believe that it will not be able to timely obtain all or any portion of the Financing on the terms, in the manner or from the Financing Parties or sources contemplated by the definitive documents related to the Financing. Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Financing contemplated by the Commitment Letter, including providing copies of all definitive agreements related to the Financing. Neither Parent nor its Affiliates shall amend, modify, terminate, assign or agree to any waiver under the Commitment Letter or any related fee letters without the prior written approval of the Company that would (I) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount), (II) impose new or additional conditions or otherwise expand, amend or modify any of the Buyer shall cause conditions to the Debt Financing Sources to fund the Debt Financing, but or otherwise expand, amend or modify any other provision of the Commitment Letter or the related fee letters in no event will a manner that would reasonably be expected to (1) materially delay or prevent or make less likely the Buyer be required to do so prior funding of the Financing (or satisfaction of the conditions to the time Financing) on the Offer Closing is required Date or (2) materially adversely impact the ability of Parent or Purchaser, as applicable, to occur under enforce its rights against the terms Financing Parties or any other parties to the Commitment Letter or the definitive agreements with respect thereto, or (III) make it less likely that the Financing would be funded (including by making the conditions to obtaining the Financing less likely to occur) or otherwise prevent or delay or impair in any material respect the ability or likelihood of Parent to timely consummate the Offer and the Merger and the other transactions contemplated hereby; provided that notwithstanding the foregoing, Parent may modify, supplement or amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof). In the event that new commitment letters are entered into in accordance with any amendment, replacement, supplement or other modification of the Commitment Letter permitted pursuant to this Section 6.17, such new commitment letters shall be deemed to be a part of the “Financing” and deemed to be the “Commitment Letter” for all purposes of this Agreement. In Parent shall promptly deliver to the event Company copies of any termination, amendment, modification, waiver or replacement of the Commitment Letter or any fee letters. If funds in the amounts set forth in the Commitment Letter, or any portion of the Debt Financing thereof, become unavailable, or it becomes reasonably likely that such funds may become unavailable to Parent on the terms and conditions contemplated set forth therein, Parent shall, and shall cause its Affiliates, as promptly as practicable following the occurrence of such event to (x) notify the Company in writing thereof, (y) obtain substitute financing (on terms and conditions that are not materially less favorable to Parent and Purchaser, taken as a whole, than the terms and conditions as set forth in the Debt Commitment Letter, taking into account any “market flex” provisions thereof) sufficient to enable Parent to consummate the Buyer Offer and the Merger and the other transactions contemplated hereby in accordance with its terms (the “Substitute Financing”) and (z) obtain a new financing commitment letter that provides for such Substitute Financing and, promptly after execution thereof, deliver to the Company true, complete and correct copies of the new commitment letter and the related fee letters (in redacted form reasonably satisfactory to the Persons providing such Substitute Financing removing only the fee information) and related definitive financing documents with respect to such Substitute Financing. Upon obtaining any commitment for any such Substitute Financing, such financing shall be deemed to be a part of the “Financing” and any commitment letter for such Substitute Financing shall be deemed the “Commitment Letter” for all purposes of this Agreement. (b) Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts that become due and payable under the Commitment Letter or the related fee letters. (c) Notwithstanding anything contained in this Agreement to the contrary, Parent expressly acknowledges and agrees that Parent’s and Purchaser’s obligations hereunder are not conditioned in any manner upon Parent or Purchaser obtaining the Financing, any Substitute Financing or any other financing. The failure, for any reason, of Parent and Purchaser to have sufficient cash available on the Offer Closing Date to pay the consideration in the Offer or the Merger Consideration in accordance with Articles II and III or the failure to so pay the consideration in the Offer on the Offer Closing Date or the Merger Consideration on the Closing Date in accordance with the terms and conditions of the Offer and this Agreement, as applicable, in each case, shall constitute a breach of this Agreement by Parent and Purchaser. (d) The Company shall, and shall cause each of its Subsidiaries to, and shall use its reasonable best efforts to arrange cause its and their Representatives to, provide to obtain Parent such customary cooperation, at Parent’s sole expense, as may be reasonably requested by Parent to assist Parent in causing the conditions in the Commitment Letter to be satisfied and such customary cooperation as is otherwise reasonably requested by Parent solely in connection with obtaining the Financing (provided in all cases that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), which reasonable best efforts shall include: (i) causing its management team, with appropriate seniority and expertise, including its senior executive officers, and external auditors to assist in preparation for and to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, in each case, upon reasonable notice; (ii) using reasonable best efforts to assist with the timely preparation of customary rating agency presentations, road show materials, bank information memoranda, credit agreements, prospectuses and bank syndication materials, offering documents, private placement memoranda and similar documents customarily required in connection with the Financing, including the marketing and syndication thereof, provided, that any such bank information memoranda, prospectuses and bank syndication materials, offering documents, private placement memoranda and similar documents shall contain disclosure and pro forma financial statements reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (iii) furnishing Parent and Purchaser and the Financing Parties, promptly as practicablefollowing Parent’s or Purchaser’s request, on terms that are not less favorable with all Required Information, and using commercially reasonable efforts to assist Parent and Purchaser with Parent’s and Purchaser’s preparation of pro forma financial information and projections; (iv) using reasonable best efforts to assist Parent and Purchaser in obtaining corporate and facilities ratings in connection with the Financing; (v) reasonably cooperating to permit the prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the Buyer than extent customary and reasonable for asset-based lending facilities and otherwise reasonably facilitating the Debt grant of a security interest in collateral and providing related lender protections (such grant to be subject to and only effective upon occurrence of the Effective Time); (vi) furnishing Parent and the Financing Parties promptly, and in any event at least five Business Days prior to the Closing Date (to the extent requested within 10 Business Days prior to the Closing Date), with all documentation and other information required by Governmental Entities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; (vii) taking all corporate actions, subject to the occurrence of the earlier of the Offer Closing Date or the Effective Time, reasonably requested by Parent to permit the consummation of the Financing; provided that none of the boards of directors (or equivalent bodies) of the Company and its subsidiaries shall be required to enter into any resolutions or take similar action approving the Financing; (viii) executing and delivering any customary pledge and security documents, credit agreements, ancillary loan documents and customary closing certificates and documents (in each case, subject to and only effective upon occurrence of the Effective Time) and assisting in preparing schedules thereto as may be reasonably requested by Parent or Purchaser (including delivery of a solvency certificate of the chief financial officer of the Company in substantially the form contemplated by the Commitment Letter (as in effect on the date hereof)); (ix) providing customary authorization letters authorizing the distribution of information to prospective lenders and containing a customary representation to the Financing Parties for the Financing that such Debt Commitment Lettersinformation does not contain a material misstatement or omission and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material non-public information about the Company and its subsidiaries or its or their securities; (x) using commercially reasonable efforts to cause accountants to consent to the use of their reports in any material relating to the Financing; (xi) assisting with the execution, preparing and delivering of original stock certificates and original stock powers to the Financing Parties (including providing copies thereof prior to the Closing Date) on or prior to the Closing Date; and (xii) using commercially reasonable efforts to assist in the preparation of any customary offering documents in connection with the Financing, including, to the extent reasonably available, providing all financial statements and other data reasonably required to be included therein, and all other data (including selected financial data) that the SEC would require in a registered offering or that would be necessary for an investment bank to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with a registered offering by the Company. (e) Notwithstanding anything to the contrary contained in this Agreement (including this Section 6.17): (i) nothing in this Agreement (including this Section 6.17) shall require any such cooperation to the extent that it would (A) require the Company or its Representatives, as applicable, alternative sources to waive or amend any terms of this Agreement or agree to pay any commitment or other fees or reimburse any expenses that are not contingent upon the Effective Time or incur any liability or give any indemnities that are not contingent upon the Effective Time, (B) unreasonably interfere with the ongoing business or operations of the Company and its subsidiaries, (C) require the Company or any of its subsidiaries to take any action that will conflict with or violate the Company’s or any of its subsidiaries’ charter documents, any Laws or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any Contract to which the Company or any of its subsidiaries is a party, (D) require the Company or any of its subsidiaries to enter into or approve any financing in an amount sufficient, when added or purchase agreement for the Financing prior to the portion Effective Time, (E) result in any significant interference with the prompt and timely discharge of the Debt duties of any of the Company’s executive officers, (F) result in the Company or any of its subsidiaries incurring any liability with respect to any matters relating to the Financing prior to the Effective Time (other than with respect to authorization letters referred to above); (G) result in any officer or director of the Company or any of its subsidiaries incurring personal liability with respect to any matters relating to the Financing; or (H) require the Company or any of its Subsidiaries to provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged; (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, its subsidiaries, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing (other than a customary authorization letter) shall be effective until (or that is available not contingent upon) the Effective Time; and (iii) none of the Buyer’s cash on handCompany, its subsidiaries, or any of their respective Representatives shall have any liability or incur any losses, damages or penalties with respect to consummate the Transactions and pay Financing or any other amounts required to be paid marketing materials, presentations or disclosure documents in connection with therewith in the consummation event the Offer Closing Date or Closing does not occur. (f) Parent shall (i) promptly upon request by the Company, reimburse the Company, on a quarterly basis, for all of the Transactions its reasonable and to pay all related documented out-of-pocket fees and expenses (“Alternative Debt Financing”including reasonable and documented out-of-pocket attorneys’ fees) and to obtain, and, when obtained, to provide incurred by the Company and its Representatives in connection 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 cooperation contemplated by this Section 9.7(a6.17 and (ii) (indemnify the Company, its Subsidiaries 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.its 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 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, 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) 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. 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 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. Parent and Merger Sub acknowledge and agree that the Company and its Affiliates and its and their respective Representatives shall not (aprior to the Effective Time) The Buyer have any responsibility for, or incur any liability to any person under, any financing that Parent and Merger Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 7.11 and that Parent and Merger Sub shall, on a joint and shall cause several basis, indemnify and hold harmless the other members 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 Buyer Group to, take, or cause to be taken, all actions Equity Financing 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 and any information utilized in connection therewith. Parent and Merger Sub shall use their respective reasonable best efforts to (i) arrange and consummate the financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letters (including the exercise of so-called “flex” provisions) as promptly as practicable, including with respect to: using reasonable best efforts to (ix) 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 (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise thereto consistent with, with the terms and conditions contained therein; in the Commitment Letters or on other terms no less favorable, in all material respects to Parent and Merger Sub, and (iiiy) satisfying to satisfy on a timely basis all conditions in the Debt Financing Commitment applicable to Parent and Merger Sub in such definitive agreements that are to be satisfied by Parent or Merger Sub and (ii) comply with their obligations under the Buyer’s Commitment Letters. Without limiting the obligations thereunder of Parent and complying with Merger Sub pursuant to the terms thereof; provided that this covenant immediately preceding sentence, Parent shall not require the Buyer to commence any Action against any of the other parties prepare and deliver to the Debt Financing Commitment or Sources on a timely basis taking into account the definitive documentation for Marketing Period (1) the Pro Forma Financial Information, (2) all Debt Offering Documents and (3) all necessary materials to obtain the debt ratings contemplated by Section 3 of the Debt FinancingCommitment Letter. Each of Parent and Merger Sub shall provide the Company, if anyupon reasonable request, with respect theretosuch information and documentation as shall be reasonably necessary to allow the Company to monitor the progress of such financing activities. In the event that all conditions contained in applicable to the Debt Commitment Letter financing commitments have been satisfied (or upon funding will be satisfied), the Buyer Parent shall use its reasonable best efforts to cause the Debt Financing Sources lenders and the other Persons providing such financing to consummate the transactions contemplated hereby and by the Epicor Merger Agreement on the Closing Date (including by taking enforcement action to cause such lenders and other Persons providing such financing to fund 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 Agreementsuch financing). In the event (x) any portion of the Debt Financing debt financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterLetter and/or (y) Parent is required to pay the Scheduled Acquisition Cost Amount (or a portion thereof) pursuant to the terms of this Agreement, the Buyer (A) Parent shall use its reasonable best efforts to arrange and to obtain as promptly as practicable, alternative financing from the same or alternative sources on terms that are not no less favorable to the Buyer Parent than those in the Debt Financing contemplated by Commitment Letter that 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 would replace (“Alternative Debt Financing”including flex provisions) 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 LetterFinancing”). For ) as promptly as practicable following the purposes occurrence of this Agreementsuch event, (B) the terms term “Debt Commitment Letter” and “Fee Letter” in this Section 7.11 shall be deemed to include any new financing commitment entered into with respect to obtaining such alternative financing and (C) the obligations under this Section 7.11 shall apply equally to any such alternative financing (including any new financing commitment); provided, that Parent shall not be required to seek any Alternative Financing on or after the Outside Date and shall not be required to execute any new debt commitment letter or arrange for such alternative financing on terms and conditions that are less favorable (unless otherwise determined by Parent), in the aggregate, to Parent, Merger Sub or the Surviving Corporation than those included in the Debt Financing Commitment Letter that they would replace. Parent shall promptly notify the Company of any breach that could adversely affect the timely availability of the financing to be provided by the Commitment Letters of which Parent or Merger Sub has become aware by any party to the Commitment Letters or any fee letter referred written proposal by any financing party named in a Commitment Letter to withdraw, repudiate, terminate or make a material change in the terms of (including the amount of financing contemplated by) such Alternative Commitment Letter. Neither Parent nor Merger Sub shall, without the prior written consent of the Company, consent to or enter into (a) any amendment, modification, or waiver of any material provision or remedy under, the Debt Financing Commitment Letter (which except any amendment, modification or waiver in connection with Parent's requirement to fund the Scheduled Acquisition Cost Amount pursuant to the terms of this Agreement) if such fee lettersamendment, for modification, waiver or remedy (x) reduces the cash amount of the funding commitments under the Debt Commitment Letter (unless such reduction of the financing commitments under the Debt Commitment Letter is matched with a corresponding equivalent increase of the financing commitment under the Equity Commitment Letter), (y) significantly delays the consummation of the transactions contemplated by this Agreement, or (z) amends, supplements or otherwise modifies the conditions precedent set forth in the Debt Commitment Letter in any manner that is adverse to Parent or the Company or otherwise adversely affects the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement and/or the Epicor Merger Agreement, (b) any amendment, modification or waiver of any term of the Equity Commitment Letter (except any amendment that solely increases the amount of the equity financing thereunder without amending or modifying any other term of the Equity Commitment Letter) (actions prohibited by clauses (a) and (b), collectively, the “Restricted Commitment Letter Amendments”) or (c) termination of the Commitment Letters; provided, however, Parent and Merger Sub may amend the Debt Commitment Letter (x) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that had not executed the Debt Commitment Letter as of the date hereof and (y) in connection with Parent's obligation (if any) to pay the Scheduled Acquisition Cost Amount pursuant to this Agreement. Parent shall, and shall cause its Affiliates to, use reasonable best efforts to maintain the effectiveness of the Commitment Letters. For the avoidance of doubt, may be redacted in the same manner as event that (x) all or any portion of the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any financing contemplated by the Debt Commitment Letter has not been consummated, and Fee Letter remaining (y) all conditions set forth in effect at Article VIII hereof have been satisfied or waived (other than the time conditions set forth in questionSections 8.1(b) and 8.2(b) but subject to the satisfaction of such conditions) and the term “Closing is required to occur pursuant to Section 2.2, each of Parent and Merger Sub shall cause the proceeds of the bridge facility contemplated by the Debt Financing” Commitment Letter to be used to cause the Closing to occur. For the avoidance of doubt, nothing herein shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to include require, either Parent or Merger Sub to (i) seek equity financing from any source other than those counterparty to, or in excess of that contemplated by the Equity Commitment Letter or (ii) pay any fees in excess of those contemplated by the Debt Commitment Letter, or agree to any “market flex” terms less favorable to Parent, Merger Sub or the Surviving Corporation than such Alternative corresponding market flex terms contained or contemplated by the Debt FinancingCommitment Letter (in either case, whether to secure waiver of any conditions contained therein or otherwise).

Financing. (a) The Buyer Each of Parent and Acquisition Sub shall, and shall cause the other members of the Buyer Group Parent Parties 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 obtainconsummate the Financing and shall consummate the Rollover, in each case subject to Section 6.11(b), on the terms and subject only to the conditions set forth in the Financing Commitments (as the same may be amended in compliance with Section 6.11(b)) or cause any Alternative Financing (as defined below) (including any “flex” provisions applicable to be obtainedthe Debt Financing), including: (i) complying with and maintaining in full force and effect the proceeds of Financing Commitments in accordance with the terms and subject to the conditions thereof, (ii) negotiating, entering into and delivering (and causing its Affiliates to negotiate, enter into and deliver) definitive agreements with respect to the Debt Financing on the terms and conditions described set forth in the Debt Commitment Letter (including any “flex” provisions), (iii) satisfying, on a timely basis, all conditions to the availability of the Financing Commitmentand the consummation of the Rollover to the extent within Parent’s, including with respect to: (i) maintaining Acquisition Sub’s or the other Parent Parties’ control and assisting in effect the satisfaction of all other conditions to the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering the definitive agreements entered into with respect to the Debt Commitment Letter, (iv) consummating the Financing in an amount, together with Company Cash on Hand not exceeding the Company Cash Amount, necessary to satisfy the Funding Obligations at or prior to the Closing, (v) consummating the Rollover immediately prior to the Effective Time, (vi) enforcing their rights under the Financing Commitments and the definitive agreements related to the Debt Financing and (vii) accepting to the extent necessary to obtain the full amount of the Debt Financing all flex provisions contemplated by the Debt Commitment Letter. (b) Parent shall not, and shall cause the other Parent Parties not to, agree to or permit any amendments, supplements, replacements or other modifications to, obtain any replacement of, or grant any waivers of, any condition, remedy or other provision under (i) the Equity Commitment Letter without the prior written consent of the Company or (ii) 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 other than to effect any flex provisions set forth in the Debt Commitment Letter) without the prior written consent of the Company if such amendments, supplements, replacements, waivers or modifications would or would reasonably be expected to (A) reduce the aggregate amount of the Debt Financing Commitment applicable or the net cash proceeds available from the Debt Financing (including, in each case, by changing the amount of fees or other amounts to be paid (including original issue discount) with respect to the Buyer’s obligations thereunder Debt Financing) such that the Parent Parties will not have sufficient cash proceeds to, when together with Company Cash on Hand not exceeding the Company Cash Amount, satisfy the Funding Obligations at or prior to the Closing, (B) (1) impose new or additional conditions or contingencies to the Debt Financing or otherwise expand any of the conditions or contingencies to the Debt Financing or (2) otherwise amend, waive or modify any of the conditions or contingencies to the Debt Financing, in the case of this clause (2), in a manner that could prevent or delay the Closing or otherwise prevent, delay or impair the ability of Parent and complying with Acquisition Sub to obtain the terms thereof; provided Debt Financing or consummate the transactions contemplated hereby or (C) otherwise expand, amend, waive or modify any provisions of, or remedies under, the Debt Commitment Letter in a manner that this covenant shall not require would or would reasonably be expected to (1) prevent, delay or make less likely the Buyer funding of the Debt Financing (or the satisfaction of the conditions to commence any Action against the Financing) at the Closing, (2) adversely impact the ability of Parent or any of the other Parent Parties’ ability, to enforce their respective rights against the parties to the Financing Commitments or the definitive agreements with respect thereto or otherwise obtain the Debt Financing and consummate the transactions contemplated hereby, or (3) result in the termination of any Financing Commitment or any definitive agreement related thereto; provided that subject to compliance with the definitive documentation for other provisions of this Section 6.11, Parent may amend, supplement or otherwise modify the Debt FinancingCommitment Letter to add lenders, if anylead arrangers, syndication agents or other Debt Financing Sources that have not executed the Debt Commitment Letter as of the date hereof (which will not change or waive the terms thereof other than to alter the commitment percentages of the parties thereto in accordance with respect thereto. In the event that all conditions contained parameters set forth in the Debt Commitment Letter have been satisfied (or upon funding will be satisfiedas of the date hereof). Subject to Parent’s obligation to obtain Alternative Financing pursuant to Section 6.11(d), Parent shall not permit, release or consent to the Buyer withdrawal, termination, repudiation or rescission of the Financing Commitments or any definitive agreement with respect to the Financing and shall not release or consent to the termination of the obligations of any Financing Source under the Financing or any Parent Party under the Rollover and Support Agreements, in each case of the foregoing, below an amount necessary to satisfy the Funding Obligations without the prior written consent of the Company. For purposes of this Agreement, references to “Debt Financing,” “Equity Financing,” “Debt Financing Sources,” “Debt Commitment Letter,” and “Equity Commitment Letter,” shall refer to such terms as hereafter amended, supplemented, replaced or modified, to the extent such amendment, supplementation, replacement or modification is permitted by this Section 6.11(b). (c) Parent shall not (and shall cause the Debt Financing Sources other Parent Parties not to): (i) award any agent, broker, investment banker, financial advisors or other firm or Person, except for Moelis & Company LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC, any financial advisory role on an exclusive basis in connection with the Merger or the other transactions contemplated hereby or (ii) prohibit or restrict or seek to fund prohibit or restrict any bank or investment bank or other Third Party potential provider of debt or equity financing from providing or seeking to provide financing or financial advisory services to any Person (other than the Debt Financing, but Parent Parties) in no event will the Buyer be required to do so prior connection with a transaction relating to the time Company or its Subsidiaries or in connection with the Closing is required to occur under Merger or the terms of this Agreement. other transactions contemplated hereby. (d) In the event that (i) all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including any flex provisions applicable thereto) or (ii) the Company informs Parent in writing that the Company Cash on Hand is expected to be less than the Company Cash Amount at the time that Parent is expected to be required to effect the Closing and as a result Parent will not have sufficient funds available at the Closing to consummate the transactions contemplated by this Agreement, Parent and Acquisition Sub shall, and shall cause the other Parent Parties to, within five (5) Business Days after the occurrence of such event, notify the Company in writing thereof and promptly after the occurrence of such event, (A) use their respective commercially reasonable efforts to take any and all actions to arrange and obtain alternative financing from the same or alternative financial institutions in an amount sufficient to enable Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement, that does not impose any conditions or contingencies that would be reasonably expected to prevent or delay the Closing or contain any terms that would reasonably be expected to prevent, delay or impair the ability of Parent and Acquisition Sub to obtain the Debt Financing or consummate the transactions contemplated hereby, as compared to the conditions and other terms set forth in the Debt Commitment LetterLetter as of the date hereof (as amended in accordance with Section 6.11(b)), the Buyer shall use its reasonable best efforts to arrange to obtain taking into account any flex provisions thereof as promptly as practicable, on terms that are not less favorable to practicable following the Buyer than occurrence of such event (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 (B) obtain and deliver a debt commitment letter to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for respect to such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes Financing, including true, correct and complete copies 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 related executed fee letters, for the avoidance of doubt, engagement letters and other agreements (provided that such fee letters may be redacted in the same manner as permitted by Section 5.7(a)) (collectively, including all exhibits, schedules, amendments, supplements, modifications and annexes thereto, a “New Debt Commitment Letter”); provided that, in no event shall Parent or Acquisition Sub be required to, and in no event shall its commercially reasonable efforts be deemed or construed to require it to, obtain Alternative Financing that includes terms and conditions, taken as a whole, that are less favorable to Parent or Acquisition Sub than the Fee Lettersterms and conditions, taken as a whole, set forth in the Debt Commitment Letter as of the date hereof (taking into account any “market flex” provisions applicable thereto contained in the related fee letter) or would require it to pay any fees or agree to pay any interest rate amounts or original issue discount, in either case, materially in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (taking into account any “market flex” provisions applicable thereto contained in the related fee letter). For purposes of this Agreement, references to “Financing” shall include the financing contemplated by any Alternative Financing and New Debt Commitment Letter to the extent permitted by this Section 6.11(d), and references to “Debt Commitment Letter”, “Debt Financing Sources”, or “Financing” shall include such documents (or commitments or financing sources, as applicable) in connection with any Alternative Financing and New Debt Commitment Letter to the extent permitted by this Section 6.11(d). (e) Parent and Acquisition Sub shall (i) furnish the Company with complete, correct and executed copies (promptly upon their execution) of each amendment, supplement, replacement, waiver or other modification of the Financing Commitments and definitive financing documents for the Debt Financing (but, in the case of any fee letter or amendment thereto, subject to the redaction of such fee letter in a manner consistent with Section 5.7(a) hereof), (ii) give the Company prompt written notice of any (A) breach or default 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 to the Financing Commitments of which Parent or Acquisition Sub becomes aware, including the receipt of any written notice or other written communication from any Financing Source with respect to any breach or default (or alleged breach or default) by any party to the Financing Commitments, (B) material dispute or disagreement between or among any parties to any Financing Commitments or the definitive documents relating to the Financing (other than ordinary course negotiations between the parties to the Financing Commitments) that would reasonably be expected to (1) result in all or any portion of the Financing Commitments becoming unavailable on the terms and conditions contemplated by the Financing Commitments (including, in respect of the Debt Commitment Letter, any flex provisions applicable thereto), (2) delay or make less likely the funding of the Financing (or the satisfaction of the conditions to the Financing) at the Closing or (3) impose new conditions or expand existing conditions to the funding of the Financing Commitments, (C) withdrawal, repudiation or termination or written threat of withdrawal, repudiation or termination thereof of which Parent or Acquisition Sub becomes aware or (D) event or circumstance that makes a condition precedent relating to the Financing or the Rollover unable to be satisfied by any party, (iii) notify the Company promptly (and in any event within two (2) Business Days) if for any reason Parent or Acquisition Sub no longer believes in good faith that it will be able to obtain all or any portion of the Financing or Rollover contemplated by the Financing Commitments on the terms and from the sources described therein and (iv) otherwise keep the Company, upon its request, reasonably and promptly informed of the status of its efforts to arrange the Financing (including any Alternative Debt Financing), including by providing the Company with drafts of the definitive agreements or offering memoranda, as applicable, relating to the Financing arranged a reasonable period of time prior to their execution or use. (f) Without the prior written consent of Parent or the Company, as applicable (such consent not to be unreasonably withheld, conditioned or delayed), each of Parent and Acquisition Sub shall not, and shall cause the other Parent Parties not to, and the Company shall not, and shall cause each of its Subsidiaries not to, meet or have any communications with any of the Rating Agencies, except for (i) meetings that the Company’s Representatives (who shall be designated by the Special Committee and mutually agreeable to Parent) or Parent’s Representatives (who shall be mutually agreeable to the Company), as applicable, are given an opportunity to attend, (ii) written communications and materials so long as the sending party provided the other party with a reasonable opportunity to review and to propose comments on such written communications and materials, which the sending party will consider in compliance good faith, and (iii) meetings or communications between Liverpool and the Rating Agencies that also issue credit ratings for Liverpool or its indebtedness so long as such meetings and communications make no reference to matters that would reasonably be expected to impact the credit ratings of the Company or its indebtedness, including the Senior Notes. Without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), each of Parent and Acquisition Sub shall not, and shall cause the other Parent Parties not to, make any statement, take any action, or refrain from taking any action inconsistent with the materials and communications provided to the Rating Agencies prior to the date of this Agreement to the extent relating to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby or relating to the Parent Parties, the Surviving Corporation, or its Subsidiaries following the Effective Time. Parent and Acquisition Sub shall, and shall cause the other Parent Parties to, inform their Representatives who would be reasonably expected to meet or communicate with the Rating Agencies or make statements relating to the Company, its Subsidiaries, and the transactions contemplated by this Agreement of the terms of this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question6.11(f) and the term “obligations of the Parent Parties hereunder. (g) Between the date of this Agreement and the Closing, Parent shall not, nor shall it permit any of its Subsidiaries to, incur any indebtedness for borrowed money without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Between the date of this Agreement and the Closing, Parent shall not, and shall cause the other Parent Parties not to, enter into any Contract that would increase the indebtedness of Parent or its Subsidiaries, including the Company, following the Closing, except as provided in the Debt Financing” shall be deemed to include any such Alternative Debt FinancingCommitment Letter.

Financing. (a) The Buyer shallParent shall use its reasonable best efforts to: (i) negotiate and execute definitive agreements (the “Definitive Debt Agreements”) with respect to the Debt Financing on the terms and conditions contemplated by the Debt Financing Commitment or, to the extent the financing contemplated by the Debt Financing Commitment is not available to Parent, on terms that do not contain any conditions to the receipt of such Debt Financing that are materially less favorable, in the aggregate, to Parent and the Company (as determined in the reasonable judgment of Parent, and with such determination based in part on the relevant closing conditions) than the terms of the Debt Financing Commitment and subject to the additional limitations set forth in Section 5.12(c), (ii) satisfy on a timely basis all conditions set forth in the Debt Financing Commitment (and the Definitive Debt Agreements) applicable to Parent and Merger Sub that are within their control, (iii) obtain, at or prior to the Closing Date, the financing necessary such that Parent and Merger Sub, in either case, will have at and after the Closing funds sufficient to pay all of the amounts payable under Article I or otherwise in connection with the Merger and all fees and expenses of the parties hereto associated with the consummation of the Merger and the other transactions contemplated hereby and (iv) comply with Parent’s and Merger Sub’s obligations under the Debt Financing Commitment (and the Definitive Debt Agreements) and not take or fail to take any action that would reasonably be expected to prevent or delay the availability of the Financing on the terms and conditions contemplated by the Financing Commitments. In the event that all conditions contained in the Financing Commitments (other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders and the Sponsor to fund the Financing on the Closing Date, including, in the event of a breach or default by the other members parties thereto, by enforcing in a timely manner its rights (including by seeking specific performance of the Buyer Group other parties thereto) under the Financing Commitments and/or the applicable definitive agreements therefor. If any portion of the Debt Financing becomes unavailable or if Parent becomes aware of any event or circumstance that would, or would reasonably be expected to, make any portion of the Debt Financing to become unavailable, in each case, on the terms and conditions contemplated in the Debt Financing Commitments, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms that comply with the limitations on amendments, modifications and replacements of the Debt Financing Commitment set forth in the first sentence of Section 5.12(c), and in an amount sufficient, together with the Equity Financing to pay all of the amounts payable under Article I or otherwise in connection with the Merger and all fees and expenses relating to the consummation of the Merger and the other transactions contemplated hereby, as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach by any party to the Financing Commitments of which Parent becomes aware or any termination of the Financing Commitments. (b) Prior to the Closing, the Company shall use its reasonable best efforts to provide all cooperation reasonably requested by Parent, and to cause its Subsidiaries and Representatives to so cooperate, in connection with the arrangement of the Debt Financing, including by: (i) furnishing Parent and its financing sources as promptly as practicable with financial and other pertinent information regarding the Company and its Subsidiaries required under the Debt Financing Commitment, as may be reasonably requested in writing by Parent, including all financial statements and projections and other pertinent information required by the Debt Financing Commitment and reasonably requested in writing by Parent (other than information for which the Company is dependent on information to be provided by Parent to the Company in order to prepare such financial statements and projections, unless such information is provided to the Company by Parent or the Lender or any of their respective Representatives at least five (5) Business Days prior to the date required to be delivered by the Company), (ii) participating in a reasonable number meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, (iii) assisting with the preparation of materials for rating agency presentations, confidential information memoranda and similar documents required in connection with the Financing and (iv) executing and delivering any pledge and security documents, currency or interest hedging arrangements, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent or otherwise reasonably facilitating the pledging of collateral (provided that such documents will not take effect until the Effective Time); provided that nothing herein shall require such cooperation to the extent it would unreasonably interfere with the business or operations of the Company or its Subsidiaries; provided, further, that, notwithstanding the foregoing, no obligations of the Company, its Subsidiaries or their respective Affiliates or Representatives under any agreement, document or instrument executed or delivered by the Company, its Subsidiaries or their respective Affiliates or Representatives pursuant to the Company’s obligations under this Section 5.12(b) shall be effective until the Effective Time, and the Company Board of Directors shall not be required to pass resolutions or consents to approve the Debt Financing; provided, further, that nothing herein shall require such assistance to the extent it would require the Company to pay (or to agree to pay) any fees, reimburse any expenses, incur any liability or give any indemnities prior to the Effective Time for which it is not promptly reimbursed or indemnified. If the Closing does not occur, Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives for and against any and all losses actually suffered or incurred by them in connection with the arrangement of the Debt Financing, any action taken by them at the request of Parent pursuant to this Section 5.12(b) and any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries). All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 5.12 shall be kept confidential in accordance with the Confidentiality Agreement. (c) Neither Parent nor Merger Sub shall amend, modify, alter, waive, replace or agree to amend, modify, alter, waive or replace (in any case whether by action or inaction and including by entering into the Definitive Debt Agreements or obtaining any Alternative Financing Commitment) any term of the Financing Commitments (or, if entered into, the Definitive Debt Agreements) if such amendment, modification, alteration, waiver or replacement (x) reduces the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount of the Debt Financing unless the Equity Financing is increased by a corresponding amount and after giving effect to the exercise of any lender flex provisions provided under the Debt Financing Commitment and the Fee Letter) beyond the amount necessary for Parent and Merger Sub to sufficiently pay all of the amounts payable under Article I or otherwise in connection with the Merger and all fees and expenses relating to the consummation of the Merger and the other transactions contemplated thereby or (y) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to (I) delay or prevent the Closing Date, (II) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (III) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Commitments or the definitive agreements with respect thereto, and each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain, 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 any lender flex provisions contained in the Fee Letter), including with respect to: using its reasonable best efforts to (i) maintaining maintain in effect the Financing Commitments and, following execution thereof, the Definitive Debt Financing Commitment and complying with all obligations thereunder; Agreements, (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 applicable to the Parent and Merger Sub to obtaining the Debt Financing at the Closing set forth therein that are within its control, (iii) enter into the Definitive Debt Agreements on the terms and conditions contemplated by the Debt Financing Commitment applicable (other than changes to the Buyer’s obligations thereunder such terms and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any conditions as a result 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 exercise of any lender flex provisions contained in the Debt Commitment Fee Letter have been satisfied or other changes that comply with the limitations set forth in the first sentence of this Section 5.12(c)) and provide copies of such definitive agreements to the Company and (iv) upon satisfaction of the conditions set forth in the Financing Commitments, consummate the 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 any portion of the Debt Financing becomes unavailable or if Parent becomes aware of any event or circumstance that would, or would reasonably be expected to, make any portion of the Debt Financing unavailable, in each case on the terms and conditions contemplated in the Debt Financing Commitment Letter(including any lender flex provisions contained in the Fee Letter and other than changes to such terms and conditions that, in each case, do not reduce the aggregate committed amount beyond the amount necessary for Parent and Merger Sub to sufficiently pay all of the amounts payable under Article I or otherwise in connection with the Merger and all fees and expenses relating to the consummation of the Merger and the other transactions contemplated thereby, or the conditionality of, the Buyer Debt Financing Commitment), Parent shall promptly notify the Company (and in any event within one (1) Business Day thereof) and shall use its reasonable best efforts to arrange to obtain as promptly as practicable, alternative financing from alternative sources on terms that are not less favorable to comply with the Buyer than the Debt Financing contemplated by such Debt Commitment Letterslimitations on amendments, as applicable, alternative sources of financing in an amount sufficient, when added to the portion modifications and replacements of the Debt Financing that is available Commitment set forth in the first sentence of this Section 5.12(c) and in an amount sufficient to pay all of the Buyer’s cash on hand, to consummate the Transactions and pay any other amounts required to be paid payable under Article I or otherwise in connection with the Merger and all fees and expenses relating to the consummation of the Transactions Merger and the other transactions contemplated hereby, as promptly as practicable following the occurrence of such event. (d) Parent and the Surviving Corporation shall take any and all actions reasonably necessary to pay all related fees and expenses (“Alternative Debt Financing”) and ensure that any distributions by the Surviving Corporation to obtain, and, when obtained, to provide the Company Common Stockholders in connection 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” if any, 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 made in compliance with this Section 9.7(athe DGCL and without any liability to the Indemnified Parties or the Company Common Stockholders under the DGCL. (e) At the Closing, Parent shall provide to Fenwick & West LLP, counsel to the Company, Federal Reserve Wire Network reference numbers reflecting the funding to Parent of amounts dispersed to Parent (and any Debt Commitment Letter and Fee Letter remaining in effect at or one or more of Parent’s Subsidiaries) pursuant to the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing.

Financing. (a) The Buyer shallOn or before October 30, 2007, Parent and Merger Sub shall cause deliver to the other members Company true and complete copies of (i) a fully executed commitment letter (the Buyer Group to“Debt Commitment Letter”), takeexcept for any fee letters, pursuant to which the financial institutions party to such Debt Commitment Letter shall have committed upon the terms and subject to the conditions set forth therein, to provide, or cause to be takenprovided, 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 debt financing in the Debt Financing Commitment, including amount set forth therein in connection with respect to: (i) maintaining in effect the Debt Financing Commitment Merger and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing a fully executed commitment letter (the “Debt Financing AgreementsEquity Commitment Letter”) 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 together 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 “Financing Letters”), pursuant to which the investors party thereto shall use its reasonable best efforts to arrange to obtain as promptly as practicablehave committed, on upon the terms that are not less favorable and subject to the Buyer than the Debt Financing contemplated by such Debt Commitment Lettersconditions set forth therein, as applicableto provide, alternative sources of or cause to be provided, equity financing in an the aggregate 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 set forth therein in connection with the consummation Merger. The Financing Letters shall reflect debt and equity commitments from such equity investors and financial institutions, which together with any equity to be issued in connection with the Contribution and Exchange Agreements or to be issued in exchange for securities of Parent, shall be sufficient to pay the full Merger Consideration (and all other cash amounts payable pursuant hereto), and all of the Transactions and to pay all related fees and expenses payable by Parent or Merger Sub (or, after the Closing, the Surviving Corporation) in connection with the Merger (the funds necessary to pay the foregoing amounts, the “Alternative Debt Financing”) ). Notwithstanding anything in this Agreement to the contrary, one or more Financing Letters may be superseded at the option of Parent and Merger Sub prior to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing Effective Time by instruments (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.New

Financing. (a) The Buyer shallPurchaser shall use its commercially reasonable efforts to obtain and effectuate the Financing contemplated by the Commitment Letter on the terms set forth therein. Purchaser agrees to notify Seller as soon as reasonably practicable if, and at any time prior to the Closing Date, (i) the Commitment Letter shall cause expire or be terminated for any reason, (ii) any financing source that is a party to the other members Commitment Letter notifies Purchaser that such source no longer intends to provide financing to Purchaser or (iii) for any reason Purchaser no longer believes in good faith that it will be able to obtain any of the Buyer Group Financing substantially on the terms described in the Commitment Letter. Purchaser shall not, nor shall it permit any of its Subsidiaries or Affiliates to, takewithout the prior written consent of Seller, take any action or enter into any transaction, including, without limitation, any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing that would reasonably be expected to impair, delay or prevent the Financing contemplated by the Commitment Letter. Purchaser shall not amend or alter, or cause agree to be takenamend or alter, all actions and dothe Commitment Letter in any manner that would impair, delay or cause to be doneprevent the purchase of the Shares without the prior written consent of Seller. (b) If the Commitment Letter shall expire or terminate for any reason, all things necessary, proper or advisable Purchaser shall use its commercially reasonable efforts 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 Seller with a copy of, a new financing commitment that provides for such Alternative Debt Financing (at least the “Alternative Debt Financing same amount of financing as the Commitment Letter”)Letter as originally issued, funding conditions no less favorable than those included in the Commitment Letter as originally issued and other terms and conditions the aggregate effect of which is not materially adverse to Purchaser in comparison with those contained in the Commitment Letter as originally issued, which extension or new commitment shall include a termination date not earlier than the Outside Date. For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” Any new financing commitment shall be deemed made by some or all of the lenders that are parties to include any Alternative Debt Financing the Commitment Letter as originally issued or another bona fide lender or lenders acceptable to Seller. Purchaser shall accept any fee such commitment letter referred if the funding conditions and other terms and conditions contained therein are not materially adverse to Purchaser in such Alternative Debt Financing comparison with those contained in 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 Financingoriginally issued.

Financing. (a) The Buyer shall, and shall cause From the other members date of this Agreement until the earlier of the Buyer Group toClosing or the termination of this Agreement in accordance with Section 8.01, Purchaser shall use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessaryreasonably necessary or advisable, proper or advisable to obtainarrange and obtain the Debt Financing as promptly as practicable following the date of this Agreement and on a timely basis, or cause and to be obtained, the proceeds of consummate the Debt Financing on or prior to the terms and conditions described in the Debt Financing CommitmentClosing Date. Such actions shall include, including with respect but not be limited to, using commercially reasonable efforts to: (i) maintaining maintain in effect the Debt Financing Commitment Letter in accordance with the terms and complying with all obligations thereunder; subject to the conditions therein, (ii) negotiatingsatisfy on a timely basis all conditions applicable to Purchaser contained in the Debt Commitment Letter and any definitive agreement related thereto, executing (iii) negotiate, execute and delivering deliver definitive agreements documentation with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, that reflect 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 and Debt Fee Letter (including any “market flex” provisions related thereto or any “securities demand” provisions related thereto) or on such other terms acceptable to Purchaser and its Financing Sources (provide that such terms shall not be less favorable from a conditionality and enforceability perspective than those set forth in the Debt Commitment Letter), (iv) in the event that the conditions set forth in Section 7.01 and Section 7.02 have been satisfied (or waived or, upon funding will would be satisfied), the Buyer shall cause consummate the Debt Financing (including by causing the Financing Sources to fund the Debt FinancingFinancing in accordance with the Debt Commitment Letter), but (v) comply in no event will all material respects with its covenants or other obligations pursuant to the Buyer be required Debt Commitment Letter and the definitive documents relating to do so the Debt Financing in accordance with the terms and conditions thereof at or prior to the time the Closing is required to occur pursuant this Agreement and (vi) enforce its rights pursuant to the Debt Commitment Letter. Purchaser shall pay, or cause to be paid, all commitment or other fees arising pursuant to the Debt Commitment Letter as and when they become due. (b) Without limiting Purchaser’s other obligations under the terms of this Agreement. In the event Section 6.14, if for any reason all or any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “market flex” or “securities demand” provisions in the Debt Fee Letter) contemplated in the Debt Commitment LetterLetter (including, without limitation, as a result of expiration or termination of any portion of 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 commitments set forth in the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to Letter) and the portion of the Debt Financing that remains available, together with cash on hand (including available lines of credit) and other financial resources available to the Purchaser, is available less than the Required Amount, then Purchaser shall (i) promptly notify the Partnership thereof and the Buyer’s reasons therefor, (ii) use commercially reasonable efforts to obtain alternative financing from alternative Financing Sources ((A) on terms and conditions not materially less favorable in the aggregate to Purchaser than those contained in the Debt Commitment Letter and related Debt Fee Letter, (B) containing conditions to draw, conditions to Closing and other terms that would reasonably be expected to affect the availability thereof that (1) are not more onerous than those conditions and terms contained in the Debt Commitment Letter and related Debt Fee Letter, (2) would not reasonably be expected to delay the Closing or make the Closing less likely to occur) that, when taken together with the portion of the Debt Financing that remains available, cash on hand, to consummate the Transactions and pay any other amounts required to be paid in connection with the consummation hand (including available lines of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”credit) and other financial resources available to the Purchaser, is at least equal to the Required Amount and (iii) use commercially reasonable efforts to obtain, and, and when obtained, to provide the Company Partnership with a true and complete copy of, a new financing commitment that provides for such Alternative alternative financing; provided, that any provisions set forth in the fee letter for such new financing commitment relating to “securities demand” provisions, pricing terms and pricing caps, “market flex” provisions and other commercially sensitive information that is customarily redacted, none of which would reasonably be expected to reduce the aggregate principal amount of the Debt Financing to be funded on the Closing Date or affect the conditionality, enforceability or availability of the Debt Financing, may, in each case, be redacted; provided, further, that, notwithstanding anything herein to the contrary, in no event shall commercially reasonable efforts be construed to require that Purchaser (x) pay any fees or original issue discount in excess of those contemplated by the Debt Commitment Letter as in effect of the date hereof or (y) agree to pricing or other economic terms that are less favorable (taken as a whole) than those contemplated by the Debt Commitment Letter as in effect of the date hereof (in each case of clauses (x) and (y), assuming the full exercise of any “market flex” and “Securities demand” provisions in the Debt Commitment Letter and related Debt Fee Letter). Purchaser shall have the right from time to time to amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive documentation with respect to the Debt Financing; provided, that, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Section 8.01, without the prior written consent of the Partnership, Purchaser shall not amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive documentation with respect to the Debt Financing if such amendment, modification, supplement, restatement, assignment, substitution or replacement could or could reasonably be expected to (I) impose additional conditions precedent or expand upon (or amend or modify in any manner) the conditions precedent to the funding of the Debt Financing, (II) reduce the amount of the Debt Financing to an amount, together with cash on hand (including available lines of credit) and other financial resources available to the Purchaser, that is less than the Required Amount, (III) impair, delay or prevent the consummation of the Transactions on the Closing Date or (IV) adversely affect Purchaser’s ability to consummate the Transactions; provided, further, that Purchaser may, without the prior written consent of the Partnership, amend, modify, supplement, restate, assign, substitute or replace the Debt Commitment Letter to (1) add and appoint additional arrangers, bookrunners, underwriters, agents, lenders and similar entities, to provide for the assignment and reallocation of a portion of the financing commitments contained therein and to grant customary approval rights to such additional arrangers and other entities in connection with such appointments, (2) reduce pricing and/or (3) increase the aggregate amount of the Debt Financing, in each case, subject to compliance in all respects with the restrictions on modification set forth in clauses (I)-(IV) above. Purchaser shall keep the Partnership informed in reasonable detail of the status of Purchaser’s efforts to arrange the Debt Financing. Purchaser and Merger Sub expressly acknowledge and agree that their obligations under this Agreement, including their obligations to consummate the Merger, are not subject to, or conditioned on, Purchaser’s or Merger Sub’s receipt of financing. Any alternative, substitute or replacement debt financing obtained by Purchaser in accordance with this Section 6.14(b) is the “Alternative Debt Financing Commitment Letter”). Financing.” For the purposes of this Agreement, the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed references 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 include the financing contemplated by any Alternative Financing and references to “Debt Commitment Letter”, “Debt Fee Letter”, “Financing Sources”, or “Debt Financing” shall include the documents (or commitments or financing sources, as applicable) in connection with any Alternative Financing to the extent permitted by this Section 6.14, and such Alternative Financing shall be required to comply with the provisions of this Agreement to the same extent as the Debt Financing.

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 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 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 Commitment Letters (provided, that, Parent and Merger Sub may replace or amend the Debt Financing CommitmentCommitment 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 adversely impact the ability of Parent and Merger Sub to timely consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby), including with respect using reasonable best efforts to: (i) maintaining maintain in effect the Debt Financing Commitment and complying with all obligations thereunder; Letters, (ii) negotiatingsatisfy, executing on a timely basis, all conditions within its control applicable to Parent and delivering Merger Sub to obtaining the Debt Financing set forth therein, (iii) 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 contemplated by the Debt Financing Commitment applicable to Letters (including 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 flex provisions related to the Debt Financing Commitment Financing) or on other terms reasonably acceptable to Parent (to the definitive documentation for extent no less favorable in the Debt Financing, if any, with respect thereto. In the event that all conditions contained aggregate than those provided in the Debt Commitment Letter have been satisfied (or upon funding will be satisfiedLetters), the Buyer shall cause and (iv) consummate the Debt 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 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.Commitment

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 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 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 letter referred 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 such Alternative Debt connection with the Financing Commitment Letter (which such fee lettersor any of the foregoing, for prior to the avoidance of doubtEffective Time. GETCO shall indemnify and hold harmless Knight, 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) its subsidiaries and the term “Debt Financing” shall be deemed to include Representatives from and against any such Alternative Debt Financing.and all liabilities, losses, damages, claims,

Financing. The Purchaser has provided the Seller a true, complete and correct copy of an executed debt financing commitment letter and corresponding customarily redacted fee letter (a) The Buyer shall, and shall cause none of which redacted terms would reasonably be expected to adversely affect the other members of the Buyer Group to, take, amount 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 availability of the Debt Financing on Financing) from the terms and conditions described in the Debt Financing Commitment, including with respect to: financial institutions identified therein (ias may be amended or replaced from time to time) 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 AgreementsCommitment”) on terms no less favorable than), and otherwise consistent withto provide, subject to the terms and conditions contained therein; , interim financing in the amounts set forth therein for the purpose of funding the Purchase Price (being collectively referred to as the “Debt Financing”). The Debt Financing Commitment is a legal, valid and (iii) satisfying on a timely basis all conditions binding obligation of Parent and, to the knowledge of the Purchaser, the other parties thereto, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity. As of the date hereof, the Debt Financing Commitment applicable is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach or default on the part of Parent or, to the Buyer’s obligations thereunder and complying with knowledge of the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against Purchaser, any of the other parties to the Debt Financing Commitment Commitment, or a failure of the definitive documentation for conditions to the Debt Financing. The net proceeds from the Debt Financing, if anytogether with cash on hand, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), sufficient to consummate the Buyer shall cause transactions contemplated hereby. Parent has paid in full any and all commitment or other fees required by the Debt Financing Sources Commitment that are due as of the date hereof, and will pay, after the date hereof, all such fees as they become due. The Debt Financing Commitment is not subject to fund the Debt Financing, but in no event will the Buyer be required to do so prior any conditions precedent to the time obligations of the Closing is required parties thereunder to occur under make the terms of this Agreement. In the event any portion full amount of the Debt Financing becomes unavailable on available to Parent other than as set forth therein (including the payment of customary fees). There are no side letters or other agreements (except for any customary engagement letter, a true and complete copy of which has been provided to the Seller, with only the fee amounts and certain other terms and conditions contemplated (none of which would reduce the aggregate principal amount or affect the conditionality of the Debt Financing) redacted) relating to the Debt Financing to which Parent or any of its Affiliates is a party other than as expressly set forth in the Debt Commitment Letter, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms Financing Commitment. The Purchaser understands and acknowledges 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 obtaintransaction contemplated hereby are not contingent on financing, and, when obtained, to provide regardless of whether 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 replacement thereof, is available 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 Parent at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt FinancingClosing.

Financing. (a) The Buyer Seller shall, and shall cause the other members of the Buyer Group its officers and directors to, take, or cause reasonably cooperate in connection with Purchaser obtaining the financing necessary 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, consummate the proceeds of transactions contemplated hereby (the Debt Financing on the terms and conditions described in the Debt Financing Commitment"Financing"), including with respect to: by (i) maintaining in effect providing direct contact between prospective lenders and certain of the Debt Financing Commitment officers and complying with all obligations thereunder; directors of Seller, (ii) negotiatingproviding reasonable assistance in preparation of confidential information, executing memoranda and delivering definitive agreements other materials to be used in connection with respect to obtaining 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 providing assistance in the Debt Financing Commitment applicable preparation for, and participating in, meetings, due diligence sessions, and similar presentations 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 Financingwith, if anyamong others, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied prospective lenders. (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 b) Purchaser shall use its reasonable best efforts to arrange to obtain obtain, as promptly as practicablepossible and on or before June 1, 2004, and have available at the Closing, the Financing, on the terms that are not set out in the Commitment Letter (including any adjustments contemplated by the fee letter with respect thereto) or on terms no less favorable to Purchaser than those set forth in the Buyer than Commitment Letter, or substantially equivalent financing, so as to have available at 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, Closing all funds necessary to consummate the Transactions transactions contemplated by this Agreement. Subject to the terms 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 conditions of this Agreement, Purchaser covenants that it will use the terms “Debt Commitment Letter” Financing and “Fee Letter” shall be deemed to include any Alternative Debt Financing its own funds as contemplated by the Commitment Letter to consummate the transactions contemplated by this Agreement. Purchaser will not, and will cause its affiliates not to, waive or amend any fee letter referred to in such Alternative Debt Financing of its or its affiliates' material rights under the Commitment Letter if such waiver or amendment would adversely impact or delay in any material respect the satisfaction of the condition set forth in Section 5.2. (which c) Purchaser will from time to time provide such fee letters, for information as Seller may reasonably request regarding the avoidance status 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 Financingrelated negotiations.

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 Seller shall, and shall cause its Affiliates to, and shall use its commercially reasonable efforts to cause its and its Affiliates’ respective officers, directors, employees, accountants, consultants, legal counsel, agents and other advisors and representatives to, provide commercially reasonable cooperation in connection with the arrangement by Buyer of bank financing and/or bond offerings for the purpose of financing the Transactions, the fees and expenses incurred in connection therewith and the other members transactions contemplated hereby (the “Debt Financing”) as may be reasonably requested by Buyer; provided that (i) such requested cooperation shall not unreasonably interfere with the ongoing operations of Seller and its Affiliates, (ii) Seller and its Affiliates shall not be required to provide any audited or unaudited “carve-out” financial statements of the Business and (iii) Seller and its Affiliates shall not be required to provide any updates to the Financial Information. Buyer Group toshall, takepromptly upon request by Seller, reimburse Seller for all out-of-pocket costs incurred by Seller or cause to be takenany of its Affiliates in connection with such cooperation. Buyer and its Affiliates shall, all actions on a joint and doseveral basis, indemnify and hold harmless Seller and its Affiliates from and against any Damages suffered or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, incurred by them in connection with the proceeds arrangement of the Debt Financing and any information utilized in connection therewith. Seller shall have the right to consent to the use of its and its Affiliates’ logos in connection with the Debt Financing (which consent shall not be unreasonably withheld). (b) Notwithstanding anything to the contrary in this Section 6.07, Buyer acknowledges and agrees that its obligation to consummate the Transactions 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 subject to the Debt Financing conditions set forth herein are not contingent on any debt or equity 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 including the Debt Financing, if any, with respect thereto. In ) or 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 receipt 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 Financingproceeds therefrom.

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. Parent and Merger Sub acknowledge and agree that the Company and its Affiliates and its and their respective Representatives shall not (aprior to the Effective Time) The Buyer have any responsibility for, or incur any liability to any person under, any financing that Parent and Merger Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 7.11 and that Parent and Merger Sub shall, on a joint and shall cause several basis, indemnify and hold harmless the other members 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 Buyer Group to, take, or cause to be taken, all actions Equity Financing 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 and any information utilized in connection therewith. Parent and Merger Sub shall use their respective reasonable best efforts to (i) arrange and consummate the financing on the terms and conditions described in the Debt Financing CommitmentCommitment Letters (including the exercise of so-called “flex” provisions) as promptly as practicable, including with respect to: using reasonable best efforts to (ix) 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 (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise thereto consistent with, with the terms and conditions contained therein; in the Commitment Letters or on other terms no less favorable, in all material respects to Parent and Merger Sub, and (iiiy) satisfying to satisfy on a timely basis all conditions in the Debt Financing Commitment applicable to Parent and Merger Sub in such definitive agreements that are to be satisfied by Parent or Merger Sub and (ii) comply with their obligations under the Buyer’s Commitment Letters. Without limiting the obligations thereunder of Parent and complying with Merger Sub pursuant to the terms thereof; provided that this covenant immediately preceding sentence, Parent shall not require the Buyer to commence any Action against any of the other parties prepare and deliver to the Debt Financing Commitment or Sources on a timely basis taking into account the definitive documentation for Marketing Period (1) the Pro Forma Financial Information, (2) all Debt Offering Documents and (3) all necessary materials to obtain the debt ratings contemplated by Section 3 of the Debt FinancingCommitment Letter. Each of Parent and Merger Sub shall provide the Company, if anyupon reasonable request, with respect theretosuch information and documentation as shall be reasonably necessary to allow the Company to monitor the progress of such financing activities. In the event that all conditions contained in applicable to the Debt Commitment Letter financing commitments have been satisfied (or upon funding will be satisfied), the Buyer Parent shall use its reasonable best efforts to cause the Debt Financing Sources lenders and the other Persons providing such financing to consummate the transactions contemplated hereby and by the Epicor Merger Agreement on the Closing Date (including by taking enforcement action to cause such lenders and other Persons providing such financing to fund 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 Agreementsuch financing). In the event (x) any portion of the Debt Financing debt financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterLetter and/or (y) Parent is required to pay the Scheduled Acquisition Cost Amount (or a portion thereof) pursuant to the terms of this Agreement, the Buyer (A) Parent shall use its reasonable best efforts to arrange and to obtain as promptly as practicable, alternative financing from the same or alternative sources on terms that are not no less favorable to the Buyer Parent than those in the Debt Financing contemplated by Commitment Letter that 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 would replace (“Alternative Debt Financing”including flex provisions) 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 LetterFinancing”). For ) as promptly as practicable following the purposes occurrence of this Agreementsuch event, (B) the terms term “Debt Commitment Letter” and “Fee Letter” in this Section 7.11 shall be deemed to include any new financing commitment entered into with respect to obtaining such alternative financing and (C) the obligations under this Section 7.11 shall apply equally to any such alternative financing (including any new financing commitment); provided, that Parent shall not be required to seek any Alternative Financing on or after the Outside Date and shall not be required to execute any new debt commitment letter or arrange for such alternative financing on terms and conditions that are less favorable (unless otherwise determined by Parent), in the aggregate, to Parent, Merger Sub or the Surviving Corporation than those included in the Debt Financing Commitment Letter that they would replace. Parent shall promptly notify the Company of any breach that could adversely affect the timely availability of the financing to be provided by the Commitment Letters of which Parent or Merger Sub has become aware by any party to the Commitment Letters or any fee letter referred written proposal by any financing party named in a Commitment Letter to withdraw, repudiate, terminate or make a material change in the terms of (including the amount of financing contemplated by) such Alternative Commitment Letter. Neither Parent nor Merger Sub shall, without the prior written consent of the Company, consent to or enter into (a) any amendment, modification, or waiver of any material provision or remedy under, the Debt Financing Commitment Letter (which except any amendment, modification or waiver in connection with Parent’s requirement to fund the Scheduled Acquisition Cost Amount pursuant to the terms of this Agreement) if such fee lettersamendment, for modification, waiver or remedy (x) reduces the cash amount of the funding commitments under the Debt Commitment Letter (unless such reduction of the financing commitments under the Debt Commitment Letter is matched with a corresponding equivalent increase of the financing commitment under the Equity Commitment Letter), (y) significantly delays the consummation of the transactions contemplated by this Agreement, or (z) amends, supplements or otherwise modifies the conditions precedent set forth in the Debt Commitment Letter in any manner that is adverse to Parent or the Company or otherwise adversely affects the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement and/or the Epicor Merger Agreement, (b) any amendment, modification or waiver of any term of the Equity Commitment Letter (except any amendment that solely increases the amount of the equity financing thereunder without amending or modifying any other term of the Equity Commitment Letter) (actions prohibited by clauses (a) and (b), collectively, the “Restricted Commitment Letter Amendments”) or (c) termination of the Commitment Letters; provided, however, Parent and Merger Sub may amend the Debt Commitment Letter (x) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that had not executed the Debt Commitment Letter as of the date hereof and (y) in connection with Parent’s obligation (if any) to pay the Scheduled Acquisition Cost Amount pursuant to this Agreement. Parent shall, and shall cause its Affiliates to, use reasonable best efforts to maintain the effectiveness of the Commitment Letters. For the avoidance of doubt, may be redacted in the same manner as event that (x) all or any portion of the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any financing contemplated by the Debt Commitment Letter has not been consummated, and Fee Letter remaining (y) all conditions set forth in effect at Article VIII hereof have been satisfied or waived (other than the time conditions set forth in questionSections 8.1(b) and 8.2(b) but subject to the satisfaction of such conditions) and the term “Closing is required to occur pursuant to Section 2.2, each of Parent and Merger Sub shall cause the proceeds of the bridge facility contemplated by the Debt Financing” Commitment Letter to be used to cause the Closing to occur. For the avoidance of doubt, nothing herein shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to include require, either Parent or Merger Sub to (i) seek equity financing from any source other than those counterparty to, or in excess of that contemplated by the Equity Commitment Letter or (ii) pay any fees in excess of those contemplated by the Debt Commitment Letter, or agree to any “market flex” terms less favorable to Parent, Merger Sub or the Surviving Corporation than such Alternative corresponding market flex terms contained or contemplated by the Debt FinancingCommitment Letter (in either case, whether to secure waiver of any conditions contained therein or otherwise).

Financing. (a) The Buyer shall, and shall cause use its 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 its reasonable best efforts to (i) maintaining in effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering promptly negotiate 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 (including any market flex provisions), (ii) promptly satisfy (or obtain a waiver to) or cause the satisfaction (or waiver) of all conditions in the Financing Commitments and the definitive agreements for the Financing applicable to the Buyer to the extent within the Buyer’s obligations thereunder and complying with control, (iii) consummate the Financing on the terms thereof; provided that this covenant shall not require the Buyer to commence and conditions (including any Action against any of the other parties to market flex provisions) contained in the Debt Financing Commitment (including by instructing the lenders and the other Persons providing the Financing to provide such Financing) on or 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 date on which the Closing is required to occur pursuant to Section 2.3 and (iv) enforce its rights under the terms Financing Commitments (including by initiating and prosecuting Actions in good faith against the lenders and the other Persons providing the Financing) in the event of this Agreementany breach thereof. Notwithstanding anything to the contrary contained herein, in no event shall the Buyer be required to consummate the Debt Financing until the final day of the Marketing Period. (b) In the event any portion of the Debt Financing becomes unavailable on the terms and conditions (including any market flex provisions) contemplated in the Debt Commitment LetterFinancing Commitments (unless such portion is not reasonably required to consummate the transactions contemplated by this Agreement), the Buyer shall use its reasonable best efforts to arrange obtain alternative financing in an amount sufficient to obtain as promptly as practicable, consummate the transactions contemplated by this Agreement on terms that are and conditions not materially less favorable to the Buyer than the Debt terms of the applicable Financing contemplated by Commitments (taking into account any market flex provisions) as promptly as reasonably practicable following the occurrence of such Debt Commitment Lettersevent. (c) The Buyer shall have the right from time to time to amend, as applicablereplace, alternative sources supplement or otherwise modify, or waive any of financing in an its rights under, the Financing Commitments; provided, however, that (i) without the prior written consent of the Sellers and the Companies, no such amendment, replacement, supplement, modification or waiver shall (A) reduce the aggregate amount sufficientof the Financing, when added (B) add (or adversely modify any existing) conditions precedent to the portion Financing (C) be reasonably expected to prevent, impede or materially delay the availability of the Financing, (D) adversely impact the ability of the Buyer to enforce or cause the enforcement of its rights under the Financing Commitments or the definitive agreements relating thereto or (E) impose additional material obligations on the Sellers or the Companies prior to the Closing Date; and (ii) it is understood and agreed that Buyer may amend the Debt Financing Commitment to add lenders, arrangers, bookrunners, agents, managers or similar entities that is available and have not executed 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 as of the purposes date of this Agreement. (d) To the extent the Buyer obtains alternative financing pursuant to Section 6.11(b) above, or amends, replaces, supplements, modifies or waives any of the terms Financing pursuant to Section 6.11(c), references to the “Debt Commitment LetterFinancing” and “Fee LetterFinancing Commitments” (and other like terms in this Agreement) shall be deemed to include any Alternative Debt refer to such alternative financing, or the Financing Commitment Letter as so amended, replaced, supplemented, 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 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 Financingwaived.

Financing. (a) The Buyer shall, Acquiror and Merger Sub shall cause the other members of the Buyer Group to, take, or cause to be taken, as promptly as practicable after the date hereof, all actions actions, and to do, or cause to be done, all things necessary, proper on or advisable prior to obtainthe Closing Date, or cause to be obtained, consummate the proceeds of purchases contemplated by the Debt Financing Subscription Agreements on the terms and conditions described in the Debt Financing Commitmentor contemplated therein, including with respect to: (ia) maintaining satisfy 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 material respects on a timely basis all conditions and covenants applicable to Acquiror in the Debt Financing Commitment applicable to the Buyer’s Subscription Agreements and otherwise comply with its 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 Financingthereunder, if any, with respect thereto. In (b) in the event that all conditions contained in the Debt Commitment Letter Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing and (c) without limiting the Company’s rights to enforce certain of such Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or upon funding will as directed by) Acquiror the applicable portion of the PIPE Investment Amount, as applicable, set forth in the Subscription Agreements in accordance with their terms. Unless otherwise approved in writing by the Company (which approval shall not be satisfiedunreasonably withheld, conditioned or delayed), Acquiror shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Buyer Subscription Agreements, in each case, other than as a result of any assignment or transfer contemplated therein or permitted thereby, and in each case in a manner as would reasonably likely result in the condition set forth in Section 9.03(f) to not be satisfied at the Effective Time. Without limiting the generality of the foregoing, Acquiror shall cause give the Debt Financing Sources Company, prompt written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to fund any breach or default) by any party to any Subscription Agreement known to Acquiror, (ii) of the Debt Financingreceipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, but in no event will the Buyer be required potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to do so prior any Subscription Agreement or any provisions of any Subscription Agreement and (iii) if Acquiror does not expect to the time the Closing is required to occur under the terms of this Agreement. In the event receive all or any portion of the Debt Financing becomes unavailable PIPE Investment Amount on the terms and conditions contemplated terms, in the Debt Commitment Letter, manner or from the Buyer shall use its reasonable best efforts to arrange to obtain PIPE Investors 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 FinancingSubscription Agreements.

Financing. (a) The Buyer shallshall take all action necessary to ensure that as of the Closing Date, Buyer has, and will be able to deliver to Seller the funds necessary to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, and shall cause not, and shall not permit any of its Subsidiaries to, take or agree to take any action that is reasonably likely to prevent, impair its ability to complete or materially delay the other members Financing or the satisfaction of any of the conditions set forth in Article X or the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Without limiting the generality of the foregoing, Buyer Group to, shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtainarrange and obtain the Acquisition Financing pursuant to the Revolving Credit Agreement, or cause to be obtained, and the proceeds of the Debt JV Financing on the terms and conditions no less favorable to the Company than those described in the Debt JV Revolving Financing CommitmentProposals, including with respect to: (i) maintaining in effect the Debt Original Revolving Credit Agreement and, to the extent applicable, the Amendment, the Revolving Credit Agreement and the JV Financing Commitment and complying with all obligations thereunder; Proposals, (ii) negotiatingfinalizing and, executing and delivering to the extent it is a party, entering into definitive agreements with respect to the Debt Acquisition Financing (and the “Debt Financing Agreements”) JV Financing, on terms and conditions no less favorable than, and otherwise consistent withto the Company or Seller than those contained in the Amendment, the Revolving Credit Agreement and the JV Revolving Financing Proposals, as applicable, including any “flex” provisions, or on other terms and conditions contained therein; and that would not adversely impact the timely consummation of the transactions contemplated hereby, (iii) satisfying on a timely basis all conditions in the Debt Financing Commitment applicable to Buyer and the Buyer’s obligations thereunder Company to obtaining the Financing, and complying with (iv) drawing down on the Revolving Credit Agreement in amount sufficient to provide the full amount of the debt financing required to consummate at the Closing the transactions contemplated by this Agreement on the terms thereof; provided that this covenant shall not require contemplated hereby and to pay related fees and expenses, and otherwise consummating the Buyer to commence any Action against any of the other parties Acquisition Financing 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 to the Debt Commitment Letter Financing Documents (other than, with respect to either the Acquisition Financing or the JV Financing, the availability of the other) have been satisfied (or upon funding will would be satisfiedsatisfied simultaneously with the Closing), 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 cause the Lenders and the Revolving Lenders and other Persons to obtain fund the Acquisition Financing and the JV Financing, as promptly as practicablethe case may be (including taking enforcement action to cause such lenders and other Persons to provide such financing). Buyer shall not agree to or permit any amendment, on terms that are not less favorable supplement or other modification of, or waive any of its rights under, any Financing Document or any definitive agreements related to the Buyer than Financing, in each case, without Seller’s prior written consent, except amendments, supplements or other modifications of a Financing Document to provide for the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources assignment of financing in an amount sufficient, when added to the a portion of the Debt Financing that is available to additional agents or arrangers and the Buyer’s cash on handgranting to such persons of approval rights as are customarily granted to additional agents or arrangers, or amendments, supplements or other modifications that would not reasonably be expected to consummate the Transactions and pay any other amounts required to be paid in connection with prevent, materially impede or materially delay the consummation of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtainFinancing or the transactions contemplated by this Agreement; provided, andthat upon any such amendment, when obtainedsupplement or modification of any Financing Document, to Buyer shall provide the Company with a copy of, a new financing commitment that provides thereof to Seller. (c) Buyer shall give Seller prompt written notice of any material breach by any party to the Financing Documents (assuming for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, Section 5.14(c) 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 effectiveness of 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) Amendment and the term “Debt Financing” Revolving Credit Agreement) of which Buyer becomes aware. (d) Buyer shall be deemed keep Seller informed on a current basis in reasonable detail of the status of its efforts to include any such Alternative Debt arrange the JV Financing.

Financing. Buyer will use its reasonable best efforts to obtain the --------- purchase price financing needed to effect the transaction contemplated by this Agreement and the Subsidiary Agreements (athe "Financing") The Buyer shallon commercially reasonable terms and to deliver to Seller as soon as reasonably practicable, but in no case later than June 2, 1995, after the date hereof executed customary commitment letters and shall cause letters setting forth the other members of equity commitment required under the Buyer Group to, take, or cause aforementioned commitment letters from responsible financial institutions for the Financing reasonably satisfactory to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtainedSeller (collectively, 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 theretoDocumentation"). 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 unavailable, regardless of the reason therefor, Buyer will use its reasonable best efforts to obtain alternative financing from other sources on and subject to substantially the same terms and conditions contemplated in as the Debt Commitment Letter, portion of the Financing that has become unavailable. Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, (i) satisfy on terms that are not less favorable to or before 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 Closing all requirements of the Debt definitive agreements pursuant to which the Financing that is available will be obtained (the "Financing Agreements") which are conditions to closing all transactions constituting the Financing and to drawing down the Buyer’s cash on hand, proceeds thereunder; (ii) defend all lawsuits or other legal proceedings challenging the Financing Agreements or the consummations of the transactions contemplated thereby; and (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the Transactions and pay any other amounts transactions contemplated thereby. Notwithstanding the foregoing, Buyer shall not be required to be paid pay costs and expenses in connection with arranging the consummation Financing materially in excess of the Transactions and to pay all related fees costs and expenses (“Alternative Debt Financing”) and contemplated by the Financing Documen tation or agree to obtain, and, when obtained, financing terms that differ in a manner materially adverse 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 Buyer or any fee letter referred to in such Alternative Debt of its affiliates from those contemplated by 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 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 FinancingDocumentation.

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, arrange and consummate 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 (ix) 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 satisfy on a timely basis all terms, covenants and conditions set forth in the Debt Commitment Letter; (y) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter; and (z) consummate the Financing at or prior to Closing. Buyer will (1) promptly furnish to Seller correct and complete copies of draft and executed versions of all such definitive agreements; provided, however, that such copies may have their economic terms redacted, and (2) use reasonable best efforts to provide Seller and its Representatives with reasonable access, upon Seller’s request, to Buyer’s financing sources. Buyer shall not amend or alter, or agree to amend or alter, the Commitment applicable Letter in any manner that would prevent or materially impair or delay the consummation of Transactions without the prior written consent of Seller. (b) Buyer shall keep Seller informed with respect to all material activity concerning the status of the Financing contemplated by the Commitment Letter and shall give Seller prompt notice of any material adverse change with respect to such Financing. Without limiting the foregoing, Buyer agrees to notify Seller promptly, and in any event within two (2) Business Days, if at any time (i) the Commitment Letter shall expire or be terminated for any reason, (ii) any financing source that is a party to the Buyer’s obligations thereunder and complying with Commitment Letter notifies Buyer in writing that such source no longer intends to provide financing to Buyer on the terms thereof; provided set forth therein, or (iii) for any reason Buyer no longer believes in good faith 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 it will be satisfied), the Buyer shall cause the Debt Financing Sources able 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 obtain all or any portion of the Debt Financing contemplated by the Commitment Letter on the terms described therein. Buyer shall not, and shall not permit any of its Affiliates to, without the prior written consent of Seller, 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 consummation of the Financing contemplated by the Commitment Letter or any New Commitment Letter contemplated by any Alternate Financing referred to in Section 6.08(c). (c) If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterLetter or the Commitment Letter shall be terminated or modified in a manner materially adverse to Buyer for any reason, 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 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 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 Alternate Financing”) and to obtain, and, when if obtained, to will provide the Company Seller with a copy of, a new financing commitment letter that provides for at least the same amount of financing as such Alternative Debt Financing Commitment Letter as originally issued, to the extent needed to fund the Purchase Price, and the Commitment Letter (the “Alternative Debt Financing New Commitment Letter”), in each case, on terms and conditions (including termination rights and funding conditions) no less favorable to Buyer than those included in the Financing and the Commitment Letter. For To the purposes of this Agreementextent applicable, Buyer shall use its reasonable best efforts to take, or cause to be taken, all things necessary, proper or advisable to arrange promptly and consummate the Alternate Financing on the terms “Debt and conditions described in any New Commitment Letter” , including using reasonable best efforts to (x) satisfy on a timely basis all terms, covenants and “Fee conditions set forth in the New Commitment Letter” ; (y) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the New Commitment Letter; and (z) consummate the Alternate Financing at or prior to the Closing. In the event Alternate Financing is obtained and a New Commitment Letter is entered into, references in this Agreement to the Commitment Letter shall be deemed to include any refer to the New Commitment Letter, as applicable. (d) Prior to the Closing, Seller shall, and shall cause its Affiliates, the Acushnet Companies and their respective directors, officers, employees, advisors, representatives or Affiliates to, at Buyer’s cost and expense, provide to the Buyer all cooperation reasonably requested by the Buyer in connection with obtaining the Financing or the Alternative Debt Financing Commitment Letter Financing, as applicable; provided, however, that such cooperation does not materially interfere with the conduct or any fee letter referred operation of the businesses of the Acushnet Companies; provided, that none of Seller, its Affiliates or their respective directors, officers, employees, advisors, representatives or Affiliates or the Acushnet Companies (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 LettersClosing) 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 required to include pay any commitment or other fee, provide any security or incur any other Liability in connection with the Financing or the Alternative Financing. Buyer shall, promptly upon request by Seller, reimburse Seller for all reasonable and documented out-of-pocket costs incurred by Seller, its Affiliates, the Acushnet Companies and their respective directors, officers, employees, advisors, representatives or Affiliates (including reasonable attorneys’ fees and costs) in connection with such cooperation. Buyer shall indemnify and hold harmless Seller, its Affiliates, the Acushnet Companies and their respective directors, officers, employees, advisors, representatives or Affiliates from and against any and all Damages suffered or incurred by any of them in connection with the arrangement of the Financing or the Alternative Debt Financing, except to the extent it is judicially determined by a court of competent jurisdiction such Damages were caused by the gross negligence or intentional misconduct of Seller, its Affiliates, the Acushnet Companies and their respective directors, officers, employees, advisors, representatives or Affiliates.

Financing. (a) The Buyer shallEach of Parent and Merger Sub shall use, and shall cause the other members of the Buyer Group toits Subsidiaries 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 reasonable best efforts to (i) maintaining maintain in effect the Debt Financing Commitment and complying with all obligations thereunder; Commitments, (ii) negotiating, executing and delivering negotiate definitive agreements with respect thereto on the terms and subject only to the Debt conditions contemplated by the Financing (the “Debt Financing Agreements”) Commitments or on other terms no less favorable than, in the aggregate to Parent and otherwise consistent with, the terms and conditions contained therein; Merger Sub and (iii) satisfying satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Financing set forth in the Debt Financing Commitment applicable Commitments and the definitive agreements relating to the Buyer’s obligations thereunder Financing. If all conditions to the Financing Commitments have been satisfied, Parent and complying Merger Sub shall take all actions reasonably within their control to cause the Lenders and the Persons providing the Equity Financing to fund on Offer Closing (with respect to amounts required to consummate the terms thereof; provided that this covenant Offer) and the Merger Closing (with respect to amounts required to consummate the Merger). Parent shall not, and shall not require the Buyer to commence permit Merger Sub to, take any Action against action not otherwise required or expressly permitted under this Agreement that is a material breach of, or would result in termination of, any of the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect theretoCommitments. 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 If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment LetterFinancing Commitments, Parent shall, as promptly as practicable following the Buyer shall occurrence of such event, use its reasonable best efforts to arrange to obtain as promptly as practicableAlternative Financing in an amount sufficient to consummate the transactions contemplated by this Agreement in accordance with Section 8.11(d). (b) Parent shall give the Company prompt notice of (i) any default or breach (or any event that, on terms that are not less favorable with or without notice, lapse of time or both, would reasonably be expected to give rise to any default or breach) by any party under either of the Financing Commitments or the definitive agreements relating to the Buyer than Financing of which Parent or Merger Sub becomes aware, (ii) any termination of either of the Financing Commitments, (iii) the receipt of any written notice or other written communication from any Person with respect to any (x) actual or potential default, breach, termination or repudiation of any Financing Commitment, any definitive agreement relating to the Financing or any provision of the Financing Commitments or the definitive agreements relating to the Financing, in each case by any party thereto, or (y) material dispute or disagreement between or among any parties to any Financing Commitment or the definitive agreements relating to the Financing, and (iv) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitments or the definitive agreements relating to the Financing, as the case may be. As soon as reasonably practicable after the date the Company delivers to Parent or Merger Sub a written request, Parent and Merger Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (i), (ii), (iii) or (iv) of the immediately preceding sentence. Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Debt Financing. (c) Parent shall have the right, at its option, to amend, supplement, or modify the Financing Commitments; provided, however, that it shall not agree to or permit any amendments, supplements, or modifications to, or grant any waivers of, any condition or other provision under the Financing Commitments or the definitive agreements relating to the Financing without the prior written consent of the Company if such amendments, supplements, modifications or waivers would (i) with respect to the Financing Commitments, reduce (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount of the Debt Financing unless such amounts may be paid at the initial funding of such Debt Financing by making drawings under any revolving credit facility thereunder if required to have sufficient funding) unless the Equity Financing is increased by a corresponding amount, (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the Financing, or otherwise expand, amend or modify any other provision of the Financing Commitments that would be reasonably likely to prevent or materially impede, interfere with, hinder or delay the consummation of the Offer, the Merger or the other transactions contemplated by such Debt Commitment Lettersthis Agreement, as applicableor (iii) otherwise be reasonably likely to (x) prevent or materially impede, alternative sources interfere with, hinder or delay the consummation of financing in an amount sufficientthe Offer, when added the Merger or the other transactions contemplated by this Agreement or (y) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Commitments or the definitive agreements relating to the Financing. Parent shall further have the right, at its option, to replace a portion of the Debt Financing up to the amount of the second-lien portion thereof stated in the Debt Financing Commitment on the date of this Agreement, by obtaining Alternative Financing from the Lenders or, as the case may be, alternative sources, so long as such Alternative Financing would not (i) with respect to the Financing Commitments, reduce (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount of the Debt Financing unless such amounts may be paid at the initial funding of such Debt Financing by making drawings under any revolving credit facility thereunder if required to have sufficient funding) unless the Equity Financing is increased by a corresponding amount, (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the Financing, or otherwise expand, amend or modify any other provision of the Financing Commitments that would be reasonably likely to prevent or materially impede, interfere with, hinder or delay the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, or (iii) otherwise would be reasonably likely to (x) prevent or materially impede, interfere with, hinder or delay the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement or (y) adversely impact the ability of Parent or Merger Sub to enforce its material rights against the other parties to the Financing Commitments or the definitive agreements relating to the Financing. The Debt Financing pursuant to the Debt Financing Commitment (as amended, supplemented or modified as permitted by this Section 8.11(c)) together with commitments obtained in compliance with the immediately preceding sentence or Section 8.11(d) are collectively referred to as the “Debt Financing” and such commitments are collectively referred to as the “Debt Commitments.” Parent shall promptly deliver to the Company true and complete copies of any such amendment, modification, supplement or waiver or documents relating to such Alternative Financing (with only the fee amounts and certain other provisions redacted, which redacted provisions do not relate to the aggregate amount of or conditionality of, or contain any conditions precedent to, the Financing). (d) If any portion of the Debt Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes or would reasonably be expected to make any portion of the Debt Financing unavailable, and such portion is required to fund the aggregate Offer Price, Merger Consideration and all fees, expenses and other amounts contemplated to be paid by Parent pursuant to this Agreement, Parent shall use its reasonable best efforts to arrange and obtain, and negotiate and enter into definitive agreements with respect to, Alternative Financing from the Lenders or, as the case may be, alternative financial institutions in an amount sufficient (together with Equity Financing and cash available and to the Buyer’s cash on hand, Company) to consummate the Transactions transactions contemplated by this Agreement upon terms and pay conditions no less favorable, taken as a whole, to Parent and, with respect to the amounts available under, and the conditionality of, such Alternative Financing, the Company, than the terms and conditions set forth in the Debt Financing Commitment, as applicable, as promptly as reasonably practicable following the occurrence of such event (and, in any event, no later than the expiration of the Marketing Period). Parent shall promptly deliver to the Company true and complete copies of all Contracts or other arrangements relating to such alternate financing, and Parent and Merger Sub shall keep the Company informed on a timely basis in reasonable detail of the status of the Financing and any material developments relating to the Financing, including providing to the Company all drafts and copies of definitive agreements with respect to the Debt Financing and all other material documents related to the Financing (with only the fee amounts and certain other provisions redacted, which redacted provisions do not relate to the aggregate amount of or, conditionality of, or contain any conditions precedent to, the Financing). (e) If any condition or other provision of the Debt Financing Commitment is amended, modified or waived or if Alternative Financing is obtained for any portion of the Debt Financing, in each case, in accordance with Sections 8.11(c) and (d), then each of Parent and the Company shall comply with its covenants set forth herein with respect to the Debt Financing Commitment, as so amended, modified or waived and with respect to such Alternative Financing to the same extent that Parent and the Company would have been obligated to comply with respect to the Debt Financing, as the case may be. (f) Prior to the Merger Closing, the Company shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, and shall use its reasonable best efforts to cause the respective Representatives of the Company and its Subsidiaries to use their reasonable best efforts, in each case at Parent’s sole expense, to provide such customary cooperation to Parent and Merger Sub as may be reasonably required to be paid or requested in connection with the consummation Debt Financing, including (i) participation (including by way of causing management, officers and advisors to so participate) in a reasonable number of meetings, due diligence sessions, “roadshows”, drafting sessions, lender presentations and sessions with rating agencies and prospective lenders, reasonably necessary for any Financing, (ii) cooperating to facilitate the pledging of, granting of security interests in and obtaining perfection of any liens on, collateral in connection with the Debt Financing and using reasonable best efforts to obtain such consents, approvals and authorizations which shall be reasonably requested by Parent to permit pledging of collateral or otherwise in connection with the Debt Financing, as well as facilitating the receipt of documentation that will evidence the repayment of existing material Indebtedness of the Transactions Company and its Subsidiaries and releases of any Liens securing existing Indebtedness of the Company and its Subsidiaries, in each case upon the repayment of such Indebtedness substantially concurrently with the initial funding of the Debt Financing (including (A) providing a payoff letter contemplated in and otherwise complying with Section 8.16 and (B) procuring that all of the Company’s existing 8% senior notes due 2014 (the “Notes”) issued pursuant to pay all related fees that certain Indenture dated as of December 10, 2009, by and expenses among the Company, certain guarantors party thereto and U.S. Bank, National Association, as trustee (as amended, supplemented or otherwise modified, the “Alternative Notes Indenture”) shall be satisfied and discharged as contemplated by and otherwise complying with Section 8.15 upon the deposit of funds with the trustee as provided in the Notes Indenture substantially concurrently with the initial funding of the Debt Financing”), (iii) cooperating with the marketing efforts for the Debt Financing and using reasonable best efforts to ensure that the Debt Financing benefits from the existing lending relationships of the Company and its Subsidiaries, (iv) assistance with negotiating, entering into, executing and delivering any credit agreements, intercreditor agreements, guarantee agreements, pledge and security documents, indentures, other definitive financing documents or other requested certificates or documents, including corporate and similar resolutions, closing, officer and secretary certificates; provided, however, that the Board of Directors of the Company is not required to pass any resolutions pursuant to this clause (iv), (v) using reasonable best efforts to assist in obtaining such legal opinions and comfort letters and consents from accountants for the use of their reports and materials as reasonably requested by Parent, (vi) providing any information as may be required under “know your customer” and anti-money-laundering rules and regulations, (vii) furnishing Parent and Merger Sub and their Debt Financing Sources (x) within 40 days after the end of any fiscal quarter ending after the date hereof that is not a fiscal year end, with the unaudited consolidated balance sheet of the Company as of the end of such quarter and the related unaudited statements of income and cash flows, which shall have been reviewed by the Company’s accountants as provided in SAS 100, (y) within 60 days after the end of any fiscal year ending after the date hereof with the audited consolidated balance sheet of the Company as of the end of such fiscal year and the related audited statements of income and cash flows and (z) such other pertinent financial and other information as Parent shall reasonably request in order to consummate the Debt Financing, including, in the case of an offering of notes or other securities, all Company information, financial statements and financial data of the type required in registration statements with respect to non-convertible debt securities on Form S-1 pursuant to Regulation S-X and Regulation S-K under the Securities Act (subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) and of a type and form customarily included in an offering memorandum with respect to obtaina private placement pursuant to Rule 144A under the Securities Act for financings similar to the Debt Financing, and, when obtainedin the case of loans, information and documents relating to provide the Company and its Subsidiaries customary for use in information documents with a copy ofrespect to the placement, a new financing commitment that provides for such Alternative arrangement or syndication of loans of the type contemplated by the Debt Financing (Commitment, including customary authorization letters to the “Alternative Debt Financing Commitment Letter”). For Sources authorizing the purposes distribution of this Agreementinformation pertaining to the Company and its Subsidiaries to prospective lenders, containing a customary “10b-5” representation with respect to information provided by the terms “Debt Commitment Letter” Company and “Fee Letter” its Subsidiaries and a representation that any public-side version of such information does not include material nonpublic information (provided that in no event shall the Required Financial Information (as defined below) be deemed to include or shall the Company otherwise be required to provide (A) pro forma financial statements or pro forma adjustments, (B) any Alternative Debt Financing Commitment Letter description of all or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letterscomponent of the 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 including any such Alternative Debt description to be include in liquidity and capital resources disclosure or any “description of notes’, (C) risk factors relating to all or any component of the Financing., (D) subsidiary financial statements or any other information of t

Financing. (a) The Subject to the terms and conditions set forth herein, prior to the Closing, Buyer shall, and Parent shall cause the other members of the Buyer Group to, take, 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, consummate and obtain the proceeds of the Debt Financing on the terms and conditions described set forth in the Debt applicable Financing CommitmentCommitments not later than the date that the Closing is required to occur in accordance with Section 2.2, including with respect toincluding: (i) maintaining in full force and effect the Debt Financing Commitment and complying with all obligations thereunderCommitments; (ii) negotiating, executing satisfying all conditions applicable to Buyer Parent and delivering definitive agreements with respect to in the case of the Debt Commitment Letter, Buyer, in the Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained thereinCommitments that are within their control; and (iii) satisfying complying on a timely basis all conditions in with their obligations under the Debt Financing Commitment applicable to Commitments; (iv) consummating 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 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 date that the Closing is required to occur in accordance with Section 2.2; and (v) enforcing their rights under the terms of Financing Commitments. Notwithstanding anything to the contrary in this Agreement. In , nothing contained in this Section 5.13 will require, and in no event will Buyer Parent be required to seek the event Financing from any portion source other than a counterparty to, or in any amount in excess of that contemplated by, the Financing Commitments. (b) Buyer Parent shall not, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to or waiver of any rights under the Financing Commitments, and, upon the consummation of the Debt Financing becomes unavailable on to Buyer Parent or, in the terms and conditions contemplated in case of the Debt Commitment Letter, Buyer, in accordance with the Financing Commitments, Buyer Parent shall use its reasonable best efforts draw down at Closing such amount of such Financing as is required to arrange fully make the payments pursuant to obtain as promptly as practicable, on terms that are Article II. Buyer Parent shall not less favorable permit Buyer to release or consent to the Buyer than termination of the obligations of AAIA or Reinsurer under the Debt Financing contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion Letter without Seller’s prior written consent. (c) Buyer Parent shall provide Seller with prompt written notice of the Debt receipt of any notice or other communication from AAIA or Reinsurer with respect to its failure or anticipated failure to fund its commitments under any Financing that is available and Commitment. Buyer Parent shall keep Seller reasonably informed on a current basis of the Buyer’s cash on hand, status of 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 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 shallshall use commercially reasonable best efforts to satisfy, 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 basis, each 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 precedent set forth in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause to obtain 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 contemplated thereby on the terms contemplated therein. Buyer shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed and conditions shall not be required in connection with assignments permitted under the Debt Commitment Letter or the addition of agents, co-agents or arrangers as contemplated in the Debt Commitment Letter), waive any of Buyer’s rights under or amend, or agree to waive any of Buyer’s rights under or amend, the Debt Commitment Letter. If Buyer has been notified that the funds will not be available pursuant to the Debt Commitment Letter so as to enable Buyer to consummate the Closing as contemplated by this Agreement, then Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on alternative debt financing (“Alternative Financing”) in an aggregate principal amount of no less than the amount set forth in the Debt Commitment Letter which would not involve financial terms that are materially less beneficial, and other terms that are materially less beneficial in the aggregate, to Buyer, would not less favorable involve any conditions to the Buyer than funding the Debt Financing that are not contained in the Debt Commitment Letter and would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Debt Financing or the transactions contemplated by such the Transaction Agreements. Buyer shall keep the Company informed on a reasonably current basis with respect to all material activity concerning the status of the Debt Commitment LettersFinancing, as applicable, alternative sources and shall give the Company prompt written notice after becoming aware of financing in an amount sufficient, when added any material adverse change with respect to the Debt Financing. (b) Prior to the Closing and provided that it shall not unreasonably interfere with the day-to-day job responsibilities of the Company’s employees, the Company will (and will cause its Subsidiaries and its and their respective Representatives to) use commercially reasonable best efforts to cooperate with Buyer’s efforts to secure the Debt Financing, any offering of senior secured notes or other debt securities to be consummated in lieu of all or a portion of the Debt Financing that is available (an “Offering”) and any Alternative Financing (the Debt Financing, any Offering and any Alternative Financing, collectively, the “Financing”), in each case as may be reasonably requested by Buyer’s cash , including (i) participating on handa timely basis in meetings, to consummate drafting sessions and due diligence, lender, investor, rating agency and other presentations or road shows, (ii) furnishing Buyer and its financing sources (including, in each case under this Section 5.13, underwriters, initial purchasers or placements agents in connection with any Offering) with, as soon as such financial statements and other information become available, all financial statements, financial and operating information regarding the Transactions and pay Transportation Products Business, the CTP Assets, the Canada Assets or the Hong Kong Assets as may be reasonably requested by Buyer or any other amounts required to be paid such proposed financing source in connection with the Financing, including, without limitation, all such information as the Buyer may reasonably request in order to satisfy the customary requirements for Rule 144A offerings of debt securities, (iii) assisting Buyer and its financing sources in (A) the timely preparation of offering documents, private placement memoranda, bank information memoranda and similar documents in connection with any portion of the Financing, (B) the timely preparation of materials for due diligence, lender, investor, rating agency and other presentations or road shows, and (C) the compliance with the requirements of rating agencies, (iv) cooperating with the marketing efforts of Buyer or its financing sources for any portion of the Financing, (v) assisting in the pledging of collateral, including cooperating with Buyer’s efforts to obtain appraisals, financial analyses, surveys, environmental assessments, third party consents and estoppels, mortgage financeability and title insurance, (vi) taking such actions reasonably requested by Buyer or any such financing source to satisfy any requirements necessary to consummate such Financing and otherwise assisting and cooperating with the satisfaction of the conditions to such Financing, (vii) entering into one or more indenture, credit or other financing-related agreements (including a purchase or underwriting agreement in connection with any Offering) and executing any certificates or other documents on terms satisfactory to Buyer on behalf of Buyer or the Acquired Companies in connection with such Financing (so long as such documents would not have any effect in the absence of a Closing and will not create any legal obligations on the part of the Company after Closing), (viii) requesting required consents of accountants for use of their reports in any materials relating to the Financing where the inclusion of such reports is necessary and the delivery of customary comfort letters and customary representation letters; and (ix) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer to permit the consummation of such Financing, the Transactions issuance of debt securities in connection with any Offering and to pay the direct borrowing or incurrence of all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide of the proceeds of such Financing at the Closing; provided that the Company shall not be required to (y) pay any commitment or similar fee in connection with a copy of, a new financing commitment that provides the Financing or (z) pay for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”costs to obtain any audited or SAS-reviewed financial statements relating to the Transportation Products Business except as set forth in Section 5.13(c). For Buyer shall indemnify and hold harmless the purposes Company and the Acquired Subsidiaries and their respective Representatives from and against any and all Losses, damages, claims and reasonable out-of-pocket costs or expenses suffered or incurred by any of them in connection with the Financing and any information utilized in connection therewith, except to the extent such Losses, damages, claims, costs or expenses are caused by the gross negligence or willful misconduct of any member of the Company Group. The Company hereby consents to use of its logos in connection with such financing; provided that such logos are used solely in a manner that is not intended or reasonably likely to harm or disparage the Company or its reputation, goodwill or marks. (c) The Company will use commercially reasonable best efforts to, on or about November 15, 2013, deliver to Buyer interim consolidated financial statements, reviewed by Ernst & Young LLP in accordance with SAS 116, relating to the Transportation Products Business consisting of the balance sheet of the Transportation Products Business as of September 30, 2013, the related statement of income and cash flows for the nine-month period then ended and comparative statements of income and cash flows for the nine-month period ended September 30, 2012. (d) If the Closing has not occurred on or prior to February 1, 2014, the Company, at Buyer’s sole expense, will use commercially reasonable best efforts to deliver to Buyer, as soon as is practicable, the audited consolidated financial statements from Ernst & Young LLP relating to the Transportation Products Business consisting of the balance sheet of the Transportation Products Business as of December 31, 2013 and the related statements of earnings and comprehensive income (loss), invested equity and cash flows for the one year period ending December 31, 2013. The financial statements delivered under this Section 5.13(d) shall have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved and present fairly, in all material respects, the financial position, results of operations and cash flows of the Transportation Products Business as of the respective date thereof and for the period referred to therein. (e) Notwithstanding anything to the contrary in this Agreement, in no event shall any member of the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter Company Group 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) their Affiliates have any liability with respect to any Alternative Debt Financing arranged Losses incurred or resulting from any failure of the Closing to occur, arising from or related to the subject matter of the Company’s obligations contained in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at 5.13, except to the time in question) and the term “Debt Financing” shall be deemed to include extent any such Alternative Debt FinancingLosses or failure are caused solely by the gross negligence or willful misconduct of any member of the Company Group.

Financing. (a) The Buyer shall, and shall cause Prior to the other members earlier of the Buyer Group toClosing and the termination of this Agreement in accordance with Article IX, Purchaser shall use reasonable best efforts to take, or cause to be taken, all appropriate actions and do, or cause to be done, all things necessary, proper necessary to arrange and obtain the Financing on or advisable prior to obtain, or cause to be obtained, the proceeds of the Debt Financing Closing Date on the terms (including any market flex provisions) and subject only to the conditions described in the Debt Financing CommitmentCommitment Letters, including with respect to: (i) maintaining in effect using reasonable best efforts to negotiate and enter into definitive financing agreements (the Debt Financing Commitment and complying with all obligations thereunder; (ii“Definitive Agreements”) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable thanto Purchaser than the terms, and otherwise consistent withsubject only to the conditions contained, in the terms and conditions contained therein; and applicable Debt Commitment Letter (including any market flex provisions), (ii) to comply in all material respects with the Financing Commitment Letters to the extent compliance therewith is within Purchaser’s direct or indirect control, (iii) satisfying to not permit, without the prior written consent of Seller, any amendment to be made to any Financing Commitment Letter if such amendment would (x) reduce the aggregate amount of the proceeds from the Financing to be below the Required Funding Amount (except to the extent there is a corresponding increase in an Alternate Financing, in accordance with Section 7.19(d) below) or (y) impose new or additional conditions precedent to the receipt of any portion of the Financing; provided, that, for the avoidance of doubt, Purchaser may amend any Debt Commitment Letter in accordance with any market flex provisions thereof and/or to add lenders, lead arrangers, bookrunners, agents, managers or other entities thereto; provided, further, that Purchaser shall provide the Seller with copies of any such amendment reasonably promptly after the time such amendment is effective, (iv) to use reasonable best efforts to satisfy on a timely basis all of the Financing Conditions that are within its control, and (v) in the event the conditions in Article VIII and the Debt Financing Conditions have been satisfied, or upon funding would be satisfied, to use reasonable best efforts to consummate the Financing contemplated by the Financing Commitment applicable Letters (including any market flex provisions) at or before the Closing. Notwithstanding anything to the Buyer’s obligations thereunder and complying contrary contained in this Agreement, in no event shall the reasonable best efforts of Purchaser require or be deemed or construed to require Purchaser or its Affiliates to (I) seek equity financing from any source (other than the Equity Financing), (II) pay any fees in excess in any material respect of those contemplated by the applicable Debt Commitment Letter (including any market flex provisions set forth therein) as in effect on the date of this Agreement, (III) agree to any market flex provision materially less favorable to Purchaser than any market flex provisions contained in any Debt Commitment Letter as in effect on the date of this Agreement (in either case, whether to secure waiver of any conditions contained therein or otherwise), or (IV) disclose any information (x) in respect of which disclosure is prohibited by applicable material Law or (y) that is subject to attorney client or similar privilege or constitutes attorney work product. (b) Purchaser shall give Seller prompt written notice (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in a breach or default) by any party to the terms thereof; provided Financing Commitment Letters of which Purchaser becomes aware that this covenant shall not require would reasonably be expected to delay or prevent the Buyer to commence any Action against any Closing, (ii) of the receipt of any written notice or other parties written communication, from any Person with respect to any actual material breach, default, termination or repudiation by any party to the Debt Financing Commitment or Letters, (iii) in the definitive documentation for event Purchaser believes in good faith that it will not be able to obtain any portion of the Financing such that the aggregate amount of the proceeds from the Financing will be below the Required Funding Amount, and (iv) of any termination of the Financing Commitment Letters. (c) Upon reasonable written request of the Seller, Purchaser shall keep Seller informed on a timely basis and in reasonable detail of the status of its efforts to arrange 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 d) If any portion of the Debt Financing becomes unavailable on for any reason such that the terms and conditions contemplated in aggregate proceeds from the Debt Commitment LetterFinancing are insufficient to fund the Required Funding Amount, the Buyer Purchaser shall use its reasonable best efforts to arrange to obtain as promptly as practicable, alternative debt financing from the Financing Sources and/or from alternate sources (the “Alternate Financing”) on terms and conditions that are not no less favorable in the aggregate to Purchaser than those contained in the applicable Debt Commitment Letter as in effect on the date hereof (including any market flex provisions related thereto) (in Purchaser’s reasonable judgment), except to the Buyer than extent otherwise acceptable to Purchaser in its sole discretion; provided, that such Alternate Financing shall not be reasonably likely to delay the Closing. Purchaser shall promptly deliver to Seller complete and correct copies of all commitment letters and fee letters pursuant to which any Alternate Financing shall be made available to Purchaser at the Closing, except that any fee amounts, any market flex provisions and any other economic terms or other commercially sensitive terms identified by the applicable Financing Sources may be redacted; provided, that no such redacted provisions would adversely affect the conditionality or availability of the funding of the Debt Financing contemplated at the Closing. (e) Prior to the Closing, Seller shall, at the sole cost and expense of Purchaser, use its reasonable best efforts to provide, and shall cause its Affiliates and its and their respective Representatives to use reasonable best efforts to provide such assistance and cooperation in connection with the arrangement, syndication and consummation of the Debt Financing as may be reasonably requested by Purchaser and that is customary in connection with the arrangement of debt financing for transactions that are substantially similar to the Transactions (provided, that such Debt requested cooperation does not (i) unreasonably interfere with the ongoing operations of Seller, any of its Affiliates and/or the Retained Businesses or (ii) cause any representation, warranty or covenant of Seller in this Agreement to be breached). Such assistance and cooperation shall include: (i) furnishing, or causing to be furnished, to Purchaser reasonably promptly such financial information and other pertinent information regarding the Business and Transferred Assets as may be reasonably requested in writing by Purchaser and/or the Financing Sources, which information is and shall remain Compliant, including (A) the financial information and other information requested in order to satisfy the conditions set forth in the Financing Commitment Letters, (B) the Financial Statements and (C) customary management representation and authorization letters (including customary representations with respect to accuracy of information and material non-public information); (ii) causing Seller and its Subsidiaries’ management teams, with appropriate seniority and expertise, to reasonably assist Purchaser in its preparation of lender and investor presentations, rating agency presentations, bank information memoranda, bank books, confidential information memoranda, marketing materials and other similar documents and materials customary for the Debt Financing; (iii) causing members of the Seller’s and its Subsidiaries’ management teams that are continuing in similar (or equivalent) roles with respect to the Business after Closing, with appropriate seniority and expertise, to participate in a reasonable number of lender presentations, drafting sessions, due diligence sessions and meetings with prospective providers of the Debt Financing and ratings agencies, in each case, upon reasonable advance notice and at mutually agreed times; (iv) (A) causing members of the Seller’s and its Subsidiaries’ management teams that are continuing in similar (or equivalent) roles with respect to the Business after Closing, with appropriate seniority and expertise, to reasonably assist in the preparation and negotiation of the Definitive Agreements and (B) facilitating the execution and delivery at the Closing of the Definitive Agreements, including by requesting that appropriate officers be available upon reasonable notice to Purchaser and its counsel to sign any credit agreements, any guarantee and collateral agreements, any other Definitive Agreements and related customary officer’s certificates (including a certificate of an appropriate officer with respect to the solvency of the parties to the Debt Financing and their respective Subsidiaries), secretary’s certificates, perfection certificates, management representation and authorization letters and other documentation required by the Financing Sources as a condition to obtaining the Debt Financing and the Definitive Agreements (in each case (other than with respect to management representation and authorization letters) to be held in escrow pending the Closing, with the effectiveness of such signatures conditioned upon the consummation of the Closing) in anticipation of the Closing, and furnishing all information relating to the Business and the Transferred Assets to Purchaser to be included in any schedules to the Definitive Agreements or in any perfection certificates; (v) facilitating the pledging of, granting of security interests in (and perfection thereof), and otherwise granting of liens on, the property and assets of the Business and the Transferred Assets, including delivery of possessory collateral (such as certificated equity and promissory notes) within its possession to the Financing Sources at, and subject to the occurrence of, the Closing; (vi) at least five (5) Business Days prior to the Closing, providing all documentation and other information about the Business and Transferred Assets as is reasonably requested by the Financing Sources at least seven (7) Business Days prior to the Closing Date with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and beneficial ownership regulations (including beneficial ownership certifications as under 31 C.F.R. § 1010.230); (vii) taking all reasonably requested formal corporate or similar actions, subject to the occurrence of the Closing, to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available on the Closing Date to fund the amounts required to be funded on the Closing Date pursuant to the terms hereof; (viii) cooperating with Purchaser’s legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with the Financing; and (ix) facilitating the closing of the asset-based revolving credit facility included in the Debt Financing as necessary and reasonably requested by Purchase▇, ▇▇▇▇▇▇ing by (A) subject to the provisions of Section 7.03, permitting the Financing Sources to examine, evaluate, assess and audit the Business and the Transferred Assets to permit a reasonably detailed calculation of the borrowing base set forth in the ABL Commitment Letter prior to the Closing Date, (B) subject to - 86 - the provisions of Section 7.03, assisting with and providing information and access with respect to third-party appraisals and field examinations in respect of the Transferred Assets included in the borrowing base set forth in the ABL Commitment Letter and (C) reasonably assisting Purchaser in setting up accounts and systems related to accounts receivables included in the borrowing base set forth in the ABL Commitment Letter; provided, that such reasonable assistance shall not include setting up any required bank accounts; provided, that none of Seller or any of its Affiliates shall be required to (i) pay any commitment fee or other fee or incur any other Liability in connection with the Debt Financing except for (x) customary management representation and authorization letters and (y) any such payments or obligations for which Purchaser agrees to promptly reimburse or indemnify such Person, as the case may be, under this Agreement, or (ii) take any action that would be prohibited by any applicable Law or cause a default or material breach of any Material Business Contract. To the extent this Agreement is terminated and the Transactions contemplated hereby are not consummated, Purchaser shall promptly, upon written request by Seller, reimburse Seller for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket expenses of a single outside counsel to the Seller and its Affiliates, taken as a whole) incurred by Seller or any of its Affiliates in connection with the cooperation of Seller and its Affiliates under this Section 7.19(e); provided that Seller and its Affiliates (and not Purchaser) shall be responsible for (i) fees payable to the existing legal, financial or other advisors of Seller and its Affiliates with respect to services provided prior to the date hereof, (ii) any ordinary course amounts payable to existing employees of or consultants to Seller or any of its Affiliates with respect to services provided prior to the Closing and (iii) costs and expenses that would have been incurred by Seller or its Affiliates, as applicable, alternative sources in connection with the transactions notwithstanding the obligations under this Section 7.19(e). Purchaser shall indemnify and hold harmless the Seller Indemnitees from and against any and all Losses, damages, claims, reasonable and documented out-of-pocket costs or expenses (including reasonable and documented out-of-pocket expenses of financing in an amount sufficient, when added a single outside counsel to the portion Seller and its Affiliates, taken as a whole) suffered or incurred by any of them in connection with the cooperation provided by such Person under this Section 7.19, except to the extent arising from (i) any inaccuracy of any information furnished by or on behalf of the Seller Indemnitees, including any financial statements or information, or (ii) the gross negligence, Fraud, bad faith or willful misconduct of, or breach of this Agreement by the Seller Indemnitees. (f) The Seller and its Affiliates hereby consent to the fair and nominative use of their logos in connection with the Debt Financing Financing, but only to the extent that such use (i) is not prohibited by applicable Law, and (ii) is reasonably necessary in connection therewith and such logos are used solely in a manner that is available not intended to or reasonably likely to harm or disparage the Seller or its Affiliates or the reputation or goodwill of the Seller and its Affiliates. (g) For the Buyer’s cash on handavoidance of doubt and notwithstanding anything to the contrary in this Section 7.19, Purchaser acknowledges and agrees that, subject to Section 11.09(b), its obligation to consummate the Transactions on the terms and pay any other amounts required subject to be paid in connection with the conditions set forth herein are not conditioned upon the availability or consummation of the Financing or receipt of the proceeds therefrom and reaffirms its obligation to consummate the Transactions irrespective and independently of the availability of the Financing, subject to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide fulfillment or waiver of the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”)conditions set forth in Article VIII. 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.- 87 -

Financing. During the Interim Periods, (a) The Buyer shall, and shall cause use its Commercially Reasonable 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 subject only to the conditions described in the Debt Financing CommitmentCommitments as promptly as practicable, including with respect using Commercially Reasonable Efforts to: : (i) maintaining maintain in effect the Debt Financing Commitment Commitments in accordance with, subject to the terms and complying with all obligations thereunder; subject only to the conditions expressly set forth therein; (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 subject only to the conditions expressly contained therein; and in the Financing Commitments; (iii) satisfying satisfy on a timely basis all conditions in the Debt Financing Commitment applicable Commitments and the definitive agreements for the Financing that are within its control; (iv) upon the satisfaction of the conditions set forth in the Financing Commitments and all conditions herein to Buyer’s obligation to effect the First Closing (in each case, other than those that can only, or will, be satisfied upon the First Closing), consummate all or any portion the Financing necessary to satisfy its obligations to, among other things, obtain funds sufficient, together with any cash on hand of Buyer and other available funds, to pay the Required Amount when due at or prior to the Buyer’s obligations thereunder First Closing and complying Second Closing, as applicable, in accordance with and subject to the terms thereofand conditions set forth in the Financing Commitments; provided and (v) at the request of Parent, enforce the obligations of the Financing Sources (and the rights of Buyer) under the Financing Commitment. Buyer shall keep Parent informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange and consummate the Financing, including giving Parent prompt notice (which shall be no later than 48 hours after the occurrence of any such event) of any event or change that this covenant could reasonably be expected to adversely affect the ability of Buyer to timely consummate the financing or obtain all or any portion of the Financing necessary to fund, together with any cash on hand of Buyer and other available funds, the Required Amount. Without limiting the foregoing, Buyer shall give written notice to Parent promptly (which shall be no later than 48 hours): (1) if at any time the Financing Commitments or any definitive document relating thereto shall have expired or be terminated or rescinded for any reason or Buyer or any of its Representatives become aware of a material breach or material default under, or circumstance that (with or without notice, lapse of time or both) could reasonably be expected to give rise to any material breach of or material default under, the Financing Commitments or any definitive agreement relating to the Financing by a party thereto; (2) of the receipt, on or prior to the Second Closing Date, of any written notice or other written communication from the Financing Source: (A) with respect to any actual or potential breach, default, event of default, termination or repudiation by any party to any Financing Commitments or any definitive document related to the Financing, (B) pursuant to which any Financing Source has indicated that it will not perform its obligations to make the Financing and other extensions of credit thereunder when due from time to time at or prior to the Second Closing or (C) with respect to any material dispute or disagreement between or among any parties to the Financing Commitments that could reasonably be expected to adversely impact the ability of Buyer to obtain all or any portion of the Financing necessary to fund, together with any cash on hand of Buyer and other available funds, the Required Amount; or (3) Buyer otherwise reasonably determines that Buyer is unlikely to timely receive the Financing. (b) Buyer shall not require agree to any amendment, modification, supplementation, restatement or replacement of, or waiver under, the Financing Commitments in any manner (including by way of a side letter or other binding agreement, arrangement or understanding) without the prior written Consent of Parent, except Buyer may amend, modify, supplement, restate or replace the Financing Commitments, in whole or part, if such amendment, modification, supplement, restatement, or replacement (i) does not reduce (and could not reasonably be expected to commence have the effect of reducing) the aggregate amount of the Financing, together with any Action against cash on hand of Buyer and other available funds, below the Required Amount, (ii) does not impose new or additional conditions, or expand, amend or modify any of the existing conditions, to the consummation of the Financing, (iii) does not (and could not reasonably be expected to) hinder, materially delay or prevent either Closing or any closing under the Real Estate Purchase Agreement or Insurance Purchase Agreement, (iv) does not (and could not reasonably be expected to) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur in any material respect, and (v) does not (and could not reasonably be expected to) adversely impact the ability of any Party to enforce its rights against other parties to the Debt Financing Commitment Commitments or the definitive documentation for the Debt Financing, if any, agreements with respect thereto. Buyer shall promptly (which shall be no later than 48 hours) deliver to Sellers copies of any such amendment, modification, supplement, or replacement. (c) In the event that (i) all 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 LetterFinancing Commitments (including after giving effect to applicable “market flex” provisions) and (ii) Seller Group or ▇▇▇▇▇▇ Real Estate has not failed to deliver the Required Information that is Compliant, the Buyer shall use its reasonable best efforts Commercially Reasonable Efforts to arrange and obtain alternative financing (“Alternative Financing”) from alternative sources in an amount, together with any cash on hand of Buyer and other available funds, sufficient to obtain pay the Required Amount or otherwise replace the unavailable portion of the Financing promptly following the Financing becoming unavailable; provided, however, that in no event shall such Alternative Financing be subject to any new or additional conditions or other contingencies to the receipt or funding of the alternate financing, as compared to the conditions or other contingencies to the receipt or funding of the Financing under the Financing Commitments as in existence as of the date of this Agreement unless approved in writing by Parent (which may be withheld in Parent’s sole discretion) or otherwise have conditions to funding that are less favorable to Buyer than those conditions contained in the Financing Commitments. Buyer shall provide Parent with a copy of commitment letters and fee letters (including a true, correct and complete copy of all “market flex” terms and conditions, but the fee letter may be redacted in a customary manner to remove economic terms, and other customarily redacted provisions set forth therein) for any Alternative Financing for its review prior to the execution thereof and of fully executed copies as promptly as practicablepracticable following the execution thereof. In the event that any Alternative Financing is obtained in accordance with this Section 6.4(c), on terms that are not less favorable references in this Agreement to the Financing shall be deemed to refer to such Alternative Financing (in lieu of the Financing replaced thereby), and if one or more commitment letters, fee letters or definitive financing agreements are entered into or proposed to be entered into in connection with such Alternative Financing, references in this Agreement to the Financing Commitments and definitive financing agreements in respect of the Financing shall be deemed to refer to such commitment letters, fee letters and definitive financing agreements relating to such Alternative Financing, and all obligations of Buyer pursuant to this Section 6.4(c) shall be applicable thereto to the same extent as Buyer’s obligations with respect to the Financing replaced thereby. Buyer shall promptly (which shall be no later than 48 hours after receipt) provide to Parent copies of all documents relating to the Debt Alternative Financing contemplated reasonably requested by the Parent. (d) Parent hereby Consents to the limited use of all of the Acquired Companies’ logos solely in connection with obtaining the Financing; provided, that such Debt Commitment Letterslogos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Seller Group, ▇▇▇▇▇▇ Real Estate, the Total Care Entities, the Acquired Companies, the Business, the Total Care Business or the Real Estate Business or their reputation or goodwill. Each of Parent, the Total Care Entities and ▇▇▇▇▇▇ Real Estate agrees, subject to Section 6.4(a), to and to cause each of the Acquired Companies and their respective subsidiaries to, use Commercially Reasonable Efforts to provide, and cause their respective Representatives to use their respective Commercially Reasonable Efforts, all at the sole cost and expense of Buyer (including the fees and expenses of the Advisors of the Seller Group, ▇▇▇▇▇▇ Real Estate and the Total Care Entities for services rendered in connection with the Financing), to provide such assistance as is reasonably requested by Buyer or its Representatives to arrange the Financing, which such Commercially Reasonable Efforts shall include: (i) assisting Buyer in its preparation for, and reasonable and customary participation in, the marketing or syndication efforts related to the Financing, including (a) participating in a reasonable number of meetings or calls and due diligence sessions with the Financing Sources, in each case upon reasonable advance notice and at mutually agreeable dates, times and locations and (b) reasonably promptly furnishing due diligence information of the Acquired Companies, ▇▇▇▇▇▇ Real Estate and the Total Care Entities, as applicable, alternative sources of financing that is readily available and reasonably requested by the Financing Sources in an amount sufficient, when added connection with any marketing materials relating to the portion Financing; (ii) delivery to Buyer and the Financing Sources as promptly as reasonably practicable (and no later than the five (5) Business Days prior to the applicable Closing Date) of the Debt Financing that is available Deliverables; (iii) reasonably promptly, furnishing Buyer and the Buyer’s cash on handFinancing Sources with the Required Information and reasonably cooperating with updating and correcting any Required Information to ensure it remains Compliant; (iv) requesting and facilitating the cooperation of the independent auditors of the Acquired Companies, the Total Care Entities and ▇▇▇▇▇▇ Real Estate with the Financing Sources consistent with their customary practice, including by requesting their participation in a reasonable number of drafting sessions, in each case upon reasonable advance notice and at mutually agreeable dates, times and locations, providing customary “comfort letters” (including the completion of customary procedures necessary to consummate provide, and providing, customary negative assurance comfort with respect to periods following the Transactions end of the latest fiscal year or fiscal quarter for which historical financial statements are included in any Financing Document) in form and pay substance customary for high yield debt securities offerings or common equity securities offerings registered with the Securities and Exchange Commission, as the case may be, providing any necessary consents and customary assistance with the due diligence activities of Buyer and the Financing Sources (including by participating in a reasonable number of accounting due diligence sessions), and providing customary consents to the inclusion of audit reports in any relevant marketing materials, registration statements and related government filings; (v) (A) providing all customary information regarding the Business, the Total Care Business, the Real Estate Business, the Total Care Entities, the Acquired Companies and ▇▇▇▇▇▇ Real Estate as may be reasonably requested by Buyer or the Financing Sources and that Buyer and the Financing Sources will use in (1) the syndication documents and materials, including bank information memoranda for the Financing; (2) offering memoranda, prospectuses or other amounts required marketing materials related to be paid the Financing (collectively, the “Financing Documents”); and (3) materials for rating agency presentations relating to the Financing and (B) participating (including by making members of senior management, representatives and advisors of the Parent with appropriate seniority and expertise available to participate) in a reasonable number of lender marketing calls and meetings and a reasonable number of due diligence sessions, presentations, and “road shows” with prospective lenders, investors and rating agencies with respect to the Business, the Total Care Business, the Real Estate Business, the Total Care Entities, the Acquired Companies and ▇▇▇▇▇▇ Real Estate in connection with the consummation Financing at mutually agreeable dates, times and locations; and (vi) executing and delivering (A) customary authorization and representation letters (provided that such authorization and representation letters contain customary exculpation provisions and contain no representations and warranties other than as set forth in the Debt Commitment Letter) and (B) as of (but not effective before) the applicable Closing, definitive financing documents to the extent reasonably requested by Buyer, including CFO certificates, solvency certificates, closing certificates, and other customary closing documents, in each case to the extent reasonably requested by Buyer. (e) Notwithstanding anything to the contrary contained in Section 6.4(d), (1) nothing in Section 6.4(d) shall require any such cooperation to the extent that it would (A) require the Seller Group, any Acquired Company, ▇▇▇▇▇▇ Real Estate, the Total Care Entities (or any equity owner of the Transactions and to pay all related fees and expenses (“Alternative Debt Financing”Total Care Entities) and to obtainor any of their respective Representatives, and, when obtainedas applicable, 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 w) waive or amend any terms of this Agreement, (x) agree to pay any commitment or other fees or reimburse any expenses prior to the terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include First Closing Date or Second Closing Date, as applicable, or incur any Alternative Debt Financing Commitment Letter Liability or give 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) indemnities with respect to any Alternative Debt Financing arranged the First Closing Acquired Companies, the real property sold in compliance connection with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect the Real Estate Transactions at the time in question) First Closing and the term “Debt Financing” Total Care Entities sold at the First Closing, which are effective prior to the First Closing, and with respect to the Second Closing Acquired Companies, the real property sold in connection with the Real Estate Transactions at the Second Closing and the Total Care Entities sold at the Second Closing, which are effective prior to the Second Closing, (y) commit to take any similar action that is not contingent upon the applicable Closing occurring, or (z) adopt or approve resolutions or Consents to authorize the execution of any documents for the Financing other than resolutions or Consents to become effective immediately prior to the applicable Closing or thereafter; (B) unreasonably interfere with the ongoing business or operations of the Acquired Companies, the Total Care Entities or ▇▇▇▇▇▇ Real Estate or conflict with the other limitations set forth in Section 6.4(a); (C) require the Seller Group, ▇▇▇▇▇▇ Real Estate, the Total Care Entities, or any of their respective Affiliates or Representatives to disclose information subject to any attorney-client, attorney work product or other legal privilege (provided, that such Persons shall use Commercially Reasonable Efforts to allow the disclosure of such information (or as much of it as reasonably possible) in a manner that does not result in a loss of attorney client (or other legal) privilege); (D) cause any condition to the applicable Closing set forth in ARTICLE VII or the applicable closing set forth in either the Real Estate Purchase Agreement or the Insurance Purchase Agreement to not be deemed satisfied; (E) cause any covenant, representation or warranty in this Agreement, the Real Estate Purchase Agreement or the Insurance Purchase Agreement to include be breached by Parent, the Seller Group, the Acquired Companies, the Total Care Entities, ▇▇▇▇▇▇ Real Estate or any such Alternative Debt Financing.of their respective Affiliates; (F) require the Acquired Companies, ▇▇▇▇▇▇ Real Estate or the Total Care Entiti

Financing. (a) The Buyer shall, and Buyers shall cause use reasonable 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 subject to the conditions described in the Debt Financing CommitmentCommitment Letter, including with respect using reasonable efforts to: (i) maintaining maintain in effect the Debt Financing Commitment Letter and complying with all obligations thereunder; (ii) negotiating, executing negotiate in good faith and delivering enter into definitive agreements with respect to the Debt Financing (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 Debt Commitment Letter or (B) on other terms that are acceptable in good faith to Buyers, provided that such terms do not contain any conditions to funding that are not set forth in the Debt Commitment Letter and otherwise would not reasonably be expected to delay the Closing in any material respect; (ii) comply on a timely basis with all covenants, and (iii) satisfying satisfy on a timely basis all conditions conditions, required to be complied with or satisfied by Buyers in the Debt Commitment Letter and in such definitive financing agreements; (iii) cause the Financing to be consummated at such time or from time to time as is necessary for Buyers to satisfy its obligations under this Agreement; (iv) pay in a timely manner any and all commitment or other fees that become payable by Buyers under the Debt Commitment applicable Letter following the date hereof, to the Buyer’s obligations thereunder extent that the failure to pay such fees would reasonably be expected to adversely impact the availability of the financing thereunder; (v) obtain rating agency approvals to the extent required to obtain the Financing; and complying (vi) enforce its rights under the Debt Commitment Letter or the definitive financing agreements, as applicable; provided, however, that, notwithstanding anything to the contrary contained herein, (1) Buyers shall have the right to substitute other debt or equity financing for all or any portion of the Financing from the same or alternative financing sources so long as such substitute financing is subject to funding conditions that are not materially less favorable to Buyers than the funding conditions set forth in the Debt Commitment Letter and so long as such substitute financing would not reasonably be expected to delay the Closing in any material respect and (2) Buyers shall not be required to, and Buyers shall not be required to cause any other Person to, commence, participate in, pursue or defend any suit, action or proceeding against or involving any of the Persons that have committed to provide any portion of, or otherwise with respect to, the Financing. In the event any alternative or substitute financing is obtained by Buyers in accordance with the terms of this Section 7.8(a) (the “Alternative Financing”), references herein to the Financing (including, for avoidance of doubt, the references in this Section 7.8, but excluding references in Section 6.4 shall be deemed to refer to the Alternative Financing, and if a new financing commitment letter is entered into in connection with such Alternative Financing (the “New Commitment Letter”), references herein to the Debt Commitment Letter (including, for avoidance of doubt, the references in this Section 7.8, but excluding the references in Section 6.4) shall be deemed to refer to the New Commitment Letter. Buyers will provide the Company with a copy of any New Commitment Letter obtained by Buyers in connection with an Alternative Financing as promptly as practicable after the execution thereof. (b) Buyers shall keep Sellers reasonably informed with respect to all material activity concerning the status of the Financing, including the status of Buyers’ efforts to comply with its covenants under, and satisfy the conditions contemplated by, the Debt Commitment Letter and shall give Sellers prompt notice of any event or change that Buyers determine will materially and adversely affect the ability of Buyers to consummate the Financing. Without limiting the foregoing, Buyers agree to notify Sellers promptly, and in any event within two Business Days, if at any time: (i) the Debt Commitment Letter shall expire or be terminated for any reason; provided (ii) any financing source that this covenant is a party to the Debt Commitment Letter notifies Buyers that such source no longer intends to provide financing to Buyers on the terms set forth in the Debt Commitment Letter; or (iii) Buyers otherwise determine that Buyers are unlikely timely to receive the Financing. Buyers shall not, without the prior written consent of Sellers’ Representative (which consent shall not require be unreasonably withheld or delayed), amend the Buyer Debt Commitment Letter or the definitive financing agreements, as applicable, in any manner (including by way of a side letter or other binding agreement, arrangement or understanding) that would: (A) expand in any material respect or amend in a manner materially adverse to commence any Action Buyers the conditions to the obligations of the lenders to make the Financing available set forth in the Debt Commitment Letter; (B) prevent or materially impair or delay the Closing; (C) subject to Buyers’ ability to obtain substitute financing set forth in Section 7.8(a), reduce the aggregate amount of financing set forth in the Debt Commitment Letter to an amount below the amount needed (in combination with all funds held by or otherwise available to Buyers) to consummate the transactions contemplated by this Agreement; or (D) materially and adversely impact the ability of Buyers to enforce their rights against any of the other parties to the Debt Financing Commitment Letter or the definitive documentation for financing agreements, as applicable. Buyers shall deliver to the Debt FinancingSellers’ Representative a copy of the definitive financing agreements a promptly as practicable, if anyand in any event no later than one Business Day after the execution and delivery thereof. Buyers shall provide to the Sellers’ Representative a copy of the then-current draft of the definitive financing agreements not later than two Business Days prior to the Closing Date. (c) Notwithstanding any other provision of this Agreement, with respect theretoBuyers acknowledge and agree that the availability of funding (Financing or otherwise) is not a condition precedent (under Article IX or otherwise) to its obligations to close the transactions contemplated by this Agreement. In Any failure of the event that all conditions contained 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 way alter the Buyer be required representation of Buyers set forth in Section 6.4 that it has sufficient funds available to do so prior fully fund all of its obligations under this Agreement or its agreement that availability of funding is not a condition precedent to its obligations to close 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 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) The Buyer shallParent shall use, and shall cause the other members of the Buyer Group toits Affiliates to use, their 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 necessary or advisable to obtainconsummate the Financing as promptly as possible following the date of this Agreement (and, or cause to be obtainedin any event, no later than the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing CommitmentClosing Date), including with respect to: including: (i) (A) maintaining in effect the Debt Financing Commitment Letter and complying with all of their respective obligations thereunder; thereunder and (iiB) negotiating, executing entering into and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, reflecting the terms contained in the Commitment Letter (or with other terms agreed by Parent and conditions contained thereinthe Financing Parties, subject to the restrictions on amendments of the Commitment Letter set forth below), so that such agreements are in effect no later than the Closing Date; and and (iiiii) satisfying on a timely basis all the conditions in to the Debt Financing Commitment and the definitive agreements related thereto that are applicable to the Buyer’s obligations thereunder Parent 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. its Affiliates. (b) In the event that all conditions set forth in ýSection 7.01 and Section 7.03 have been satisfied or waived or, upon funding shall be satisfied or waived, Parent and its Affiliates shall cause the Financing Parties to fund on the Closing Date the Financing, to the extent the proceeds thereof are required to consummate the Merger and the other transactions contemplated hereby, and shall enforce its rights under the Commitment Letter. Parent shall not, and shall cause its Affiliates not to, take or refrain from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the conditions contained in the Debt Commitment Letter have been satisfied or in any definitive agreement related to the Financing. Parent shall not, and shall cause its Affiliates not to, object to the utilization of any "market flex" provisions by any Financing Party. (or c) Parent shall keep the Company reasonably informed, promptly upon funding will be satisfiedrequest by the Company (and in any event within two Business Days of such request), of the Buyer status of Parent's efforts to obtain the Financing and to satisfy the conditions thereof. Without limiting the foregoing, Parent shall cause notify the Debt Financing Sources to fund the Debt Financing, but Company promptly (and in no any event will the Buyer be required to do so within two Business Days) if at any time prior to the Closing Date: (i) the Commitment Letter expires or is terminated for any reason (or if any Person attempts or purports to terminate or repudiate the Commitment Letter, whether or not such attempted or purported termination or repudiation is valid); (ii) Parent obtains Knowledge of any breach or default, or any event or circumstance that, with or without due notice, lapse of time or both, would reasonably be expected to give rise to any breach or default, by any party to the Commitment Letter or any definitive document related to the Financing of any provisions of the Commitment Letter or any definitive document related to the Financing; (iii) Parent receives any written communication from any Person with respect to any actual, potential or threatened breach, default, termination or repudiation by any party to the Commitment Letter or any definitive document related to the Financing; or (iv) any Financing Party refuses to provide or expresses in writing an intent to refuse to provide all or any portion of the Financing contemplated by the Commitment Letter on the terms set forth therein (or expresses in writing that such Person does not intend to enter into all or any portion of definitive documentation related to the Financing or to consummate the transactions contemplated thereby). (d) Parent may amend, modify, terminate, assign or agree to any waiver under the Commitment Letter without the prior written approval of the Company; provided, that Parent shall not, without the Company's prior written consent, permit any such amendment, modification, termination, assignment or waiver to be made to any provision of or remedy under the Commitment Letter which would (i) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount), (ii) impose new or additional conditions to the Financing or otherwise expand, amend or modify any of the conditions to the Financing or (iii) otherwise expand, amend, modify or waive any provision of the Commitment Letter in a manner that in any such case would reasonably be expected to (A) delay or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing is required Date, (B) adversely impact the ability of Parent to occur under enforce its rights against the terms of this AgreementFinancing Parties or (C) timely consummate the Merger and the other transactions contemplated hereby. In the event that new commitment letters or fee letters are entered into in accordance with any portion amendment, replacement, supplement or other modification of the Debt Financing becomes unavailable on Commitment Letter permitted pursuant to this ýSection 6.16(d), Parent shall promptly deliver to the terms Company a true, complete and conditions contemplated accurate copy thereof (and in the Debt Commitment case of the Fee 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 redacted 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 a manner consistent 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”Section 3.28). 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 and mean such documents as amended, supplemented, modified, waived 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 replaced 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.6.16(d), and

Financing. (a) The Buyer Purchaser shall, and shall cause its Affiliates and its and their officers, directors, employees and representatives to, use their commercially reasonable efforts to (a) satisfy all covenants and conditions precedent to the other members funding of the Buyer Group to, take, or financings contemplated by the Commitment Letter and to cause all representations and warranties of Purchaser and its Affiliates contained in the Commitment Letter and in the definitive documents for the financings contemplated thereby 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, true at such time(s) as are required under the proceeds terms of the Debt Financing Commitment Letter and such definitive documentation, and (b) arrange as promptly as practicable and, subject to the simultaneous consummation of the Closing on the terms and conditions described set forth herein and subject to the conditions set forth in the Debt Financing CommitmentCommitment Letter, including with respect to: (i) maintaining in effect consummate the Debt Financing financing contemplated by the Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect to Letter by the Debt Financing (the “Debt Financing Agreements”) Closing Date on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis in all conditions in the Debt Financing Commitment applicable to the Buyer’s obligations thereunder and complying material respects consistent with the terms thereof; provided of the Commitment Letter. Purchaser shall notify Seller if Purchaser becomes aware of any fact, occurrence or event that this covenant shall it believes would be reasonably likely to prevent Purchaser or its Affiliates from consummating financing arrangements for the transactions contemplated hereby. Purchaser agrees with Seller that it will not, and will cause its Affiliates not require the Buyer to commence any Action against to, voluntarily waive, release, modify, rescind, terminate or otherwise amend any of the other parties to the Debt Financing Commitment material terms 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, other than changes that do not adversely affect the Buyer shall use its reasonable best efforts rights and obligations of Seller under this Agreement or the ability of Purchaser to arrange satisfy the condition to obtain as promptly as practicableClosing described in Section 6.1.7, on terms that are without prior written consent of Seller (such consent not less favorable to be unreasonably conditioned, withheld or delayed). Subject to the Buyer than the Debt Financing contemplated by such Debt Commitment Lettersthird sentence of Section 4.3.5, as applicable, alternative sources Purchaser covenants that it shall identify a sufficient number of financing in an amount sufficient, when added Employees for termination pursuant to the portion first sentence of Section 4.3.5 such that the Debt Financing that is available and Terminated Employee Obligations are at least equal to 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 FinancingTerminated Employee Obligation Threshold.

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 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 debt financing described in the Debt Financing Commitment Letter on the terms and conditions described in the Debt Financing CommitmentCommitment Letter (provided that Buyer may amend or modify the Debt Commitment Letter as long as the terms thereof would not adversely impact the ability of Buyer, Seller or the Company to consummate the transactions contemplated hereby or delay the Closing Date), including with respect to: using Reasonable Efforts to (i) maintaining maintain in effect the Debt Financing Commitment Letter, timely pay any commitment fees that become due and complying payable in accordance with all obligations thereunder; (ii) negotiatingthe terms of the Debt Commitment Letter, executing negotiate and delivering enter into definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) such debt financing on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and reflected in the Debt Commitment Letter or on other terms no less favorable, in the aggregate, to Buyer, (iiiii) satisfying satisfy on a timely basis all conditions in the Debt Financing Commitment applicable such definitive agreements that are within its control, (iii) consummate such debt financing at or prior to the Buyer’s obligations thereunder and complying Closing in accordance 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 (or upon funding will be satisfiediv) enforce its rights to cause the lenders to provide such debt financing under the Debt Commitment Letter (including by taking enforcement action to cause such lender providing such debt financing to fund such financing), the . Buyer shall also use its Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Debt Financing Sources financing contemplated by the Investor Commitment Letter, including using Reasonable Efforts to fund (i) maintain in effect the Debt Financing, but Investor Commitment Letter and timely pay any commitment fees that become due and payable in no event will the Buyer be required to do so prior to the time the Closing is required to occur under accordance with the terms of this Agreementthe Investor Commitment Letter, (ii) satisfy on a timely basis all conditions applicable to Buyer in such Investor Commitment Letter that are within its control, (iii) consummate the financing contemplated by the Investor Commitment Letter at or prior to Closing and (iv) enforce its rights to cause the Investors to provide the financing contemplated under the Investor Commitment Letter (including by taking enforcement action to cause such Investors providing such financing to fund such financing). In Buyer will retain all capital funded to Buyer pursuant to the event any portion of the Debt Financing becomes unavailable on the terms Investor Commitment Letter and conditions contemplated in the Debt Commitment Letter to satisfy its obligations to Seller hereunder until such obligations to Seller have been satisfied. Buyer will not, and will not consent to, the withdrawal, rescission or revocation of the Investor Commitment Letter, any changes in the parties thereto or the amounts they are committed to fund thereunder (it being understood that BBIFNA AIV Two, LP and B▇▇▇▇▇▇ & B▇▇▇▇ ▇▇▇▇▇ Pty Ltd may make arrangements and enter into agreements to effect any sale, transfer or disposition of their interests in Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms immediately after Closing that are not less favorable permitted under Section 4(a)(i) of the Shareholder Agreement), or the alteration, amendment or modification of the Investor Commitment Letter in a manner adverse to Seller, Buyer or the Company or that would adversely impact the ability of any of them to consummate the transactions contemplated hereunder or would delay the Closing Date, in each case above without the prior written consent of Seller. The parties to the Investor Commitment Letter (other than Buyer) or their permitted assignees will be the only owners of Buyer than immediately after completion of the Debt Financing contemplated Closing. The Investor Commitment Letter may not be assigned (whether by such Debt Commitment Lettersoperation of law, as applicablemerger, alternative sources of financing in an amount sufficient, when added to the consolidation or otherwise; provided that B▇▇▇▇▇▇ & B▇▇▇▇ Infrastructure Limited may assign all or a portion of its rights and obligations under the Debt Financing that is available Investor Commitment Letter to Affiliates it controls or to B▇▇▇▇▇▇ & B▇▇▇▇ Infrastructure Trust and Affiliates controlled by B▇▇▇▇▇▇ & B▇▇▇▇ Infrastructure Trust) without the prior written consent of Seller. Notwithstanding Section 7.4, Buyer may not create, amend or supplement Section 5.5 of the Buyer’s cash on handDisclosure Schedule or create, to consummate the Transactions and pay any amend or supplement other amounts required to be paid disclosures 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 Buyer’s Disclosure Schedule 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 would have 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 Financingeffect.

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. (a) The Buyer shall, shall arrange 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 obtain the Debt Financing on terms and conditions not materially less favorable than those described in the Debt Commitment Letter. In furtherance of the foregoing, Buyer shall (i) maintain in effect the Debt Commitment Letter; (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions described contained in the Debt Financing Commitment, Commitment Letter (including with respect to: (ithe flex provisions) 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”) or on other terms no less favorable than, and otherwise consistent with, the terms and conditions contained thereinto Buyer; and (iii) satisfying satisfy, or obtain a waiver thereof, on a timely basis all conditions in to funding the Debt Financing Commitment applicable to the Buyer’s obligations thereunder Letter 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 such definitive documentation for the Debt Financing, if any, agreements with respect thereto. In the event ; (iv) assuming that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause consummate the Debt Financing Sources at or prior to fund the Closing and (v) enforce its rights under the Debt Commitment Letter. Buyer shall, to the extent requested by Seller from time to time, keep Seller reasonably informed with respect to all material activity concerning the status of the Debt Financing. In addition, Buyer shall give Seller prompt notice of any material breach or material default by any party to the Debt Commitment Letter, or any definitive agreements related to the Debt Financing, but in no event will the each case of which Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. becomes aware. (b) In the event that any portion of the Debt Financing necessary for Buyer to consummate the Closing becomes unavailable on the terms and conditions contemplated in by the Debt Commitment LetterLetter (including the flex provisions) (other than as a result of Seller’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Article VII), the (i) Buyer shall use its reasonable best efforts to promptly notify Seller and (ii) Buyer shall (A) arrange to obtain and obtain, as promptly as practicablepracticable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that are (1) do not reduce the aggregate amount of available Debt Financing to 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, required to consummate the Transactions transactions contemplated by this Agreement and pay any other amounts required (2) otherwise would not reasonably be expected to be paid in connection with materially delay or prevent the consummation of the Transactions Closing and to pay all related fees and expenses (“Alternative Debt Financing”B) and to obtain, and, when obtained, to provide the Company Seller with a copy of, a of the new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreementincluding all related exhibits, the terms “Debt Commitment Letter” schedules, annexes, supplements and “Fee Letter” shall be deemed to include term sheets thereto, and including any Alternative Debt Financing Commitment Letter or any related fee letter referred to in such Alternative Debt Financing Commitment Letter (letter, which such fee letters, for the avoidance of doubt, may be redacted in the same a manner as the Fee Letters) consistent 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 Financing5.06).

Financing. (a) The Buyer Each of Parent and Acquisition Sub shall, and shall cause the other members of the Buyer Group Parent Parties 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 obtainconsummate the Financing and shall consummate the Rollover, in each case subject to Section 6.11(b), on the terms and subject only to the conditions set forth in the Financing Commitments (as the same may be amended in compliance with Section 6.11(b)) or cause any Alternative Financing (as defined below) (including any “flex” provisions applicable to be obtainedthe Debt Financing), including: (i) complying with and maintaining in full force and effect the proceeds of Financing Commitments in accordance with the terms and subject to the conditions thereof, (ii) negotiating, entering into and delivering (and causing its Affiliates to negotiate, enter into and deliver) definitive agreements with respect to the Debt Financing on the terms and conditions described set forth in the Debt Commitment Letter (including any “flex” provisions), (iii) satisfying, on a timely basis, all conditions to the availability of the Financing Commitmentand the consummation of the Rollover to the extent within Parent’s, including with respect to: (i) maintaining Acquisition Sub’s or the other Parent Parties’ control and assisting in effect the satisfaction of all other conditions to the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering the definitive agreements entered into with respect to the Debt Commitment Letter, (iv) consummating the Financing in an amount, together with Company Cash on Hand not exceeding the Company Cash Amount, necessary to satisfy the Funding Obligations at or prior to the Closing, (v) consummating the Rollover immediately prior to the Effective Time, (vi) enforcing their rights under the Financing Commitments and the definitive agreements related to the Debt Financing and (vii) accepting to the extent necessary to obtain the full amount of the Debt Financing all flex provisions contemplated by the Debt Commitment Letter. (b) Parent shall not, and shall cause the other Parent Parties not to, agree to or permit any amendments, supplements, replacements or other modifications to, obtain any replacement of, or grant any waivers of, any condition, remedy or other provision under (i) the Equity Commitment Letter without the prior written consent of the Company or (ii) 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 other than to effect any flex provisions set forth in the Debt Commitment Letter) without the prior written consent of the Company if such amendments, supplements, replacements, waivers or modifications would or would reasonably be expected to (A) reduce the aggregate amount of the Debt Financing Commitment applicable or the net cash proceeds available from the Debt Financing (including, in each case, by changing the amount of fees or other amounts to be paid (including original issue discount) with respect to the Buyer’s obligations thereunder Debt Financing) such that the Parent Parties will not have sufficient cash proceeds to, when together with Company Cash on Hand not exceeding the Company Cash Amount, satisfy the Funding Obligations at or prior to the Closing, (B) (1) impose new or additional conditions or contingencies to the Debt Financing or otherwise expand any of the conditions or contingencies to the Debt Financing or (2) otherwise amend, waive or modify any of the conditions or contingencies to the Debt Financing, in the case of this clause (2), in a manner that could prevent or delay the Closing or otherwise prevent, delay or impair the ability of Parent and complying with Acquisition Sub to obtain the terms thereof; provided Debt Financing or consummate the transactions contemplated hereby or (C) otherwise expand, amend, waive or modify any provisions of, or remedies under, the Debt Commitment Letter in a manner that this covenant shall not require would or would reasonably be expected to (1) prevent, delay or make less likely the Buyer funding of the Debt Financing (or the satisfaction of the conditions to commence any Action against the Financing) at the Closing, (2) adversely impact the ability of Parent or any of the other Parent Parties’ ability, to enforce their respective rights against the parties to the Financing Commitments or the definitive agreements with respect thereto or otherwise obtain the Debt Financing and consummate the transactions contemplated hereby, or (3) result in the termination of any Financing Commitment or any definitive agreement related thereto; provided that subject to compliance with the definitive documentation for other provisions of this Section 6.11, Parent may amend, supplement or otherwise modify the Debt FinancingCommitment Letter to add lenders, if anylead arrangers, syndication agents or other Debt Financing Sources that have not executed the Debt Commitment Letter as of the date hereof (which will not change or waive the terms thereof other than to alter the commitment percentages of the parties thereto in accordance with respect thereto. In the event that all conditions contained parameters set forth in the Debt Commitment Letter have been satisfied (or upon funding will be satisfiedas of the date hereof). Subject to Parent’s obligation to obtain Alternative Financing pursuant to Section 6.11(d), Parent shall not permit, release or consent to the Buyer withdrawal, termination, repudiation or rescission of the Financing Commitments or any definitive agreement with respect to the Financing and shall not release or consent to the termination of the obligations of any Financing Source under the Financing or any Parent Party under the Rollover and Support Agreements, in each case of the foregoing, below an amount necessary to satisfy the Funding Obligations without the prior written consent of the Company. For purposes of this Agreement, references to “Debt Financing,” “Equity Financing,” “Debt Financing Sources,” “Debt Commitment Letter,” and “Equity Commitment Letter,” shall refer to such terms as hereafter amended, supplemented, replaced or modified, to the extent such amendment, supplementation, replacement or modification is permitted by this Section 6.11(b). (c) Parent shall not (and shall cause the Debt Financing Sources other Parent Parties not to): (i) award any agent, broker, investment banker, financial advisors or other firm or Person, except for Moelis & Company LLC and J.▇. ▇▇▇▇▇▇ Securities LLC, any financial advisory role on an exclusive basis in connection with the Merger or the other transactions contemplated hereby or (ii) prohibit or restrict or seek to fund prohibit or restrict any bank or investment bank or other Third Party potential provider of debt or equity financing from providing or seeking to provide financing or financial advisory services to any Person (other than the Debt Financing, but Parent Parties) in no event will the Buyer be required to do so prior connection with a transaction relating to the time Company or its Subsidiaries or in connection with the Closing is required to occur under Merger or the terms of this Agreement. other transactions contemplated hereby. (d) In the event that (i) all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including any flex provisions applicable thereto) or (ii) the Company informs Parent in writing that the Company Cash on Hand is expected to be less than the Company Cash Amount at the time that Parent is expected to be required to effect the Closing and as a result Parent will not have sufficient funds available at the Closing to consummate the transactions contemplated by this Agreement, Parent and Acquisition Sub shall, and shall cause the other Parent Parties to, within five (5) Business Days after the occurrence of such event, notify the Company in writing thereof and promptly after the occurrence of such event, (A) use their respective commercially reasonable efforts to take any and all actions to arrange and obtain alternative financing from the same or alternative financial institutions in an amount sufficient to enable Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement, that does not impose any conditions or contingencies that would be reasonably expected to prevent or delay the Closing or contain any terms that would reasonably be expected to prevent, delay or impair the ability of Parent and Acquisition Sub to obtain the Debt Financing or consummate the transactions contemplated hereby, as compared to the conditions and other terms set forth in the Debt Commitment LetterLetter as of the date hereof (as amended in accordance with Section 6.11(b)), the Buyer shall use its reasonable best efforts to arrange to obtain taking into account any flex provisions thereof as promptly as practicable, on terms that are not less favorable to practicable following the Buyer than occurrence of such event (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 (B) obtain and deliver a debt commitment letter to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for respect to such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes Financing, including true, correct and complete copies 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 related executed fee letters, for the avoidance of doubt, engagement letters and other agreements (provided that such fee letters may be redacted in the same manner as permitted by Section 5.7(a)) (collectively, including all exhibits, schedules, amendments, supplements, modifications and annexes thereto, a “New Debt Commitment Letter”); provided that, in no event shall Parent or Acquisition Sub be required to, and in no event shall its commercially reasonable efforts be deemed or construed to require it to, obtain Alternative Financing that includes terms and conditions, taken as a whole, that are less favorable to Parent or Acquisition Sub than the Fee Lettersterms and conditions, taken as a whole, set forth in the Debt Commitment Letter as of the date hereof (taking into account any “market flex” provisions applicable thereto contained in the related fee letter) or would require it to pay any fees or agree to pay any interest rate amounts or original issue discount, in either case, materially in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (taking into account any “market flex” provisions applicable thereto contained in the related fee letter). For purposes of this Agreement, references to “Financing” shall include the financing contemplated by any Alternative Financing and New Debt Commitment Letter to the extent permitted by this Section 6.11(d), and references to “Debt Commitment Letter”, “Debt Financing Sources”, or “Financing” shall include such documents (or commitments or financing sources, as applicable) in connection with any Alternative Financing and New Debt Commitment Letter to the extent permitted by this Section 6.11(d). (e) Parent and Acquisition Sub shall (i) furnish the Company with complete, correct and executed copies (promptly upon their execution) of each amendment, supplement, replacement, waiver or other modification of the Financing Commitments and definitive financing documents for the Debt Financing (but, in the case of any fee letter or amendment thereto, subject to the redaction of such fee letter in a manner consistent with Section 5.7(a) hereof), (ii) give the Company prompt written notice of any (A) breach or default 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 to the Financing Commitments of which Parent or Acquisition Sub becomes aware, including the receipt of any written notice or other written communication from any Financing Source with respect to any breach or default (or alleged breach or default) by any party to the Financing Commitments, (B) material dispute or disagreement between or among any parties to any Financing Commitments or the definitive documents relating to the Financing (other than ordinary course negotiations between the parties to the Financing Commitments) that would reasonably be expected to (1) result in all or any portion of the Financing Commitments becoming unavailable on the terms and conditions contemplated by the Financing Commitments (including, in respect of the Debt Commitment Letter, any flex provisions applicable thereto), (2) delay or make less likely the funding of the Financing (or the satisfaction of the conditions to the Financing) at the Closing or (3) impose new conditions or expand existing conditions to the funding of the Financing Commitments, (C) withdrawal, repudiation or termination or written threat of withdrawal, repudiation or termination thereof of which Parent or Acquisition Sub becomes aware or (D) event or circumstance that makes a condition precedent relating to the Financing or the Rollover unable to be satisfied by any party, (iii) notify the Company promptly (and in any event within two (2) Business Days) if for any reason Parent or Acquisition Sub no longer believes in good faith that it will be able to obtain all or any portion of the Financing or Rollover contemplated by the Financing Commitments on the terms and from the sources described therein and (iv) otherwise keep the Company, upon its request, reasonably and promptly informed of the status of its efforts to arrange the Financing (including any Alternative Debt Financing), including by providing the Company with drafts of the definitive agreements or offering memoranda, as applicable, relating to the Financing arranged a reasonable period of time prior to their execution or use. (f) Without the prior written consent of Parent or the Company, as applicable (such consent not to be unreasonably withheld, conditioned or delayed), each of Parent and Acquisition Sub shall not, and shall cause the other Parent Parties not to, and the Company shall not, and shall cause each of its Subsidiaries not to, meet or have any communications with any of the Rating Agencies, except for (i) meetings that the Company’s Representatives (who shall be designated by the Special Committee and mutually agreeable to Parent) or Parent’s Representatives (who shall be mutually agreeable to the Company), as applicable, are given an opportunity to attend, (ii) written communications and materials so long as the sending party provided the other party with a reasonable opportunity to review and to propose comments on such written communications and materials, which the sending party will consider in compliance good faith, and (iii) meetings or communications between Liverpool and the Rating Agencies that also issue credit ratings for Liverpool or its indebtedness so long as such meetings and communications make no reference to matters that would reasonably be expected to impact the credit ratings of the Company or its indebtedness, including the Senior Notes. Without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), each of Parent and Acquisition Sub shall not, and shall cause the other Parent Parties not to, make any statement, take any action, or refrain from taking any action inconsistent with the materials and communications provided to the Rating Agencies prior to the date of this Agreement to the extent relating to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby or relating to the Parent Parties, the Surviving Corporation, or its Subsidiaries following the Effective Time. Parent and Acquisition Sub shall, and shall cause the other Parent Parties to, inform their Representatives who would be reasonably expected to meet or communicate with the Rating Agencies or make statements relating to the Company, its Subsidiaries, and the transactions contemplated by this Agreement of the terms of this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question6.11(f) and the term “obligations of the Parent Parties hereunder. (g) Between the date of this Agreement and the Closing, Parent shall not, nor shall it permit any of its Subsidiaries to, incur any indebtedness for borrowed money without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Between the date of this Agreement and the Closing, Parent shall not, and shall cause the other Parent Parties not to, enter into any Contract that would increase the indebtedness of Parent or its Subsidiaries, including the Company, following the Closing, except as provided in the Debt Financing” shall be deemed to include any such Alternative Debt FinancingCommitment Letter.

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 do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, arrange and consummate the proceeds of Financing at the Debt Financing Closing on the terms and conditions described set forth in the Debt Financing CommitmentCommitments, including with respect using its commercially reasonable efforts to: (i) maintaining comply with and maintain the Financing Commitments in effect the Debt Financing Commitment and complying with all obligations thereunder; effect, (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 thanfinancing, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying comply with and perform the obligations applicable to it pursuant to the Financing Commitments, (iv) draw down on and consummate the financing if the conditions to the availability of the Financing have been satisfied or waived, including using its commercially reasonable best efforts to enforce its rights under any Financing Commitments and cause any Debt Financing Sources party to the Financing Commitments to fund the Financing at the Closing, and (v) satisfy on a timely basis all conditions in the Debt Financing Commitment applicable to the financing in such definitive agreements that are within its control. If any portion of the Financing expires or terminates or otherwise becomes unavailable prior to the Closing, Buyer shall use its commercially reasonable efforts to arrange for and obtain as promptly as practicable following the occurrence of any such event alternative financing (the “Alternative Financing”) in an amount sufficient to consummate the transactions contemplated hereby and perform all of its obligations hereunder on terms (unless otherwise acceptable to Buyer’s ) and conditions that are not materially less favorable or more onerous (including imposition of new conditions or expansion of existing conditions), in the aggregate, than those set forth in the Financing Commitments, it being understood that if Buyer proceeds with any Alternative Financing, Buyer and the Company shall be subject to the same obligations thereunder and complying with respect to such Alternative Financing as set forth in this Agreement with respect to the terms thereof; provided that this covenant Debt Financing. (b) Buyer shall not require replace, amend or waive the Financing Commitments executed by Buyer or any provision thereof without the Company’s prior written consent if such replacement, amendment or waiver would, or would reasonably be expected to, when taken together with any other amendments, modifications, or waivers: (i) delay or prevent the Closing, (ii) make the funding of any of the Financing (or satisfaction of the conditions to obtaining any of the Financing) less likely to occur, (iii) adversely impact the ability of Buyer to commence any Action enforce its rights against any of the other parties to the Debt Financing Commitment Commitments or the definitive documentation for the Debt Financing, if any, agreements with respect thereto. In to the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied)financing, the ability of 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 transactions contemplated hereby to be consummated at the Closing or the likelihood of the consummation of such transactions to be consummated at the Closing, (iv) reduce (or would reasonably be expected to have the effect of reducing) the aggregate amount of any other amounts required of the Financing (including by changing the amount of fees to be paid in connection with the consummation or original issue discount of the Transactions and Financing), or (v) impose new conditions or adversely expand, amend or modify any of the existing conditions to pay all related fees and expenses (“Alternative Debt the receipt of any of the Financing”) and , or otherwise add, expand, amend or modify any other provision of the Financing Commitments, in a manner that would reasonably be expected to obtain, and, when obtained, to provide delay or prevent the Company with a copy of, a new financing commitment that provides for such Alternative Debt funding of any of the Financing (or satisfaction of the “Alternative Debt conditions to any of the Financing) at the Closing. Upon the effectiveness of any permitted amendment, supplement, modification or replacement of the 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 Commitments (which such fee letters, for the avoidance of doubt, may be redacted in the same manner as the Fee Letters) including with respect to any Alternative Debt Financing arranged Financing) in compliance accordance with this Section 9.7(a) (6.07, and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term references to “Financing”, “Equity Financing”, “Debt Financing” and/or “Alternative Financing” shall be deemed to include any such Alternative Debt Financingthe financing contemplated by the Financing Commitments as so amended, supplemented, modified or replaced.

Financing. (af) The Buyer Notwithstanding anything contained in this Agreement to the contrary, the Purchaser expressly acknowledges and agrees that the Purchaser’s obligations under this Agreement are not conditioned in any manner whatsoever upon the Purchaser or any Designated Affiliate obtaining any financing and any failure by the Purchaser to consummate either Closing when otherwise required under this Agreement arising from the failure or inability of the Purchaser to obtain financing will be deemed intentional and material for the purposes of this Agreement. Neither the Purchaser nor any of its Affiliates shall, and or shall cause permit, without the other members prior written consent of the Buyer Group Seller, any amendment or modification to be made to, takeor any waiver of any provision or remedy under, or cause replace, the Commitment Letter, in any other manner that would reasonably be expected to (1) materially delay or prevent either Closing Date or (2) materially delay or prevent the funding of the financing (or satisfaction of the conditions to obtaining the financing). The Purchaser will keep the Seller apprised of all developments or changes relating to the financing contemplated by the Commitment Letter. In the event that the Commitment Letter ceases to be taken, all actions in full force and doeffect at any time or the Lenders indicate any unwillingness to provide the financing contemplated thereby, or cause for any reason the Purchaser otherwise no longer believes in good faith that it or any Designated Affiliate will be able to be doneobtain the financing contemplated thereby, all things necessary, proper then the Purchaser will promptly notify the Seller and use commercially reasonable efforts to obtain replacement financing arrangements 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”) 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 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 FinancingPurchaser, 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 taken as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing contemplated by such Debt Commitment Lettersa whole, 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 (soon as reasonably practicable. The term “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” shall include such documents as permitted by this Section 5.5 to be amended, modified or replaced, and the term “Fee LetterLenders” shall be deemed to include the lenders thereunder, in each case from and after such amendment, modification or replacement. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall have no obligation to enforce any Alternative Debt Financing rights it may have under the Commitment Letter by bringing an action, suit or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for proceeding against 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 FinancingLender.

Financing. (a) During the Interim Period, the Purchaser and the Company shall use their commercially reasonable efforts to enter into financing arrangements (any such arrangements, a “Financing”) on such terms as the Purchaser and the Company shall agree; provided that the Purchaser may, in its sole discretion, enter into a Financing for working capital funding, including for Extension Expenses, expenses related to SEC reporting, and other compliance and regular business expenses (the “Purchaser Working Capital Financing”). Such a Financing or Financings, as the case may be, may include equity financing, debt financing, non-redemption agreements, backstop agreements, or any other form of financing acceptable to the Purchaser and the Company. The Buyer Purchaser and the Company shall use their commercially reasonable efforts to consummate any such Financing. Except as provided above regarding the Purchaser Working Capital Financing, the proceeds of such Financing or Financings shall be used for the purposes of paying any Expenses incurred in connection with this Agreement and the transactions contemplated thereby and providing the Company, the Purchaser, or both, with working capital following the Closing. (b) The Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such Financing or Financings, as the other members case may be (including having the Company’s senior management participate in investor meetings and roadshows as reasonably requested by the Purchaser, and the preparation of materials reasonably necessary in connection therewith), and the Purchaser shall keep the Company informed of the Buyer Group tostatus of any and all discussions pertaining to such Financing or Financings, 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 including any Purchaser Working Capital Financing. (c) The terms and conditions described in of such Financing or Financings (except Purchaser Working Capital Financing), as the Debt Financing Commitmentcase may be, including with respect to: and any agreement relating thereto shall (i) maintaining in effect be subject to the Debt Financing Commitment prior written approval of the Company and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect provide that the Financing or Financings are subject only to customary closing conditions. (d) Unless otherwise approved in writing by the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent withCompany in each instance, 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 Purchaser shall not require the Buyer permit any amendment or modification to commence be made to, any Action against any of the other parties waiver (in whole or in part) of, or provide consent 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 modify (or upon funding will be satisfiedincluding consent to terminate), the Buyer shall cause the Debt Financing Sources to fund the Debt Financingany provision or remedy under, 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 or 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 replacements of, a new financing commitment that provides for such Alternative Debt any 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 Financings 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 Financingagreements related thereto.

Financing. (a) The Buyer shallNotwithstanding any other provision of this Agreement to the contrary, but subject in all respects to the provisions of Section 10.16, Purchaser acknowledges and shall cause agrees that the obligations of Purchaser hereunder, including to consummate the transactions contemplated by this Agreement and the other members of the Buyer Group toContracts, takedocuments and certificates to be delivered by any party hereto or their respective Affiliates, or cause entered into by or among any parties hereto or any of their respective Affiliates, at the Closing or otherwise pursuant to be takenor in connection with this Agreement or the transactions contemplated hereby, all actions and doare not in any way contingent upon or otherwise subject to Purchaser’s consummation of any financing arrangement (including the Debt Financing), Purchaser’s obtaining of any financing (including the Debt Financing) or cause the availability, grant, provision or extension of any financing (including the Debt Financing) to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, Purchaser. Assuming the proceeds funding of the Debt Financing at the Closing and the funding of any FRG Obligations (if any), Purchaser will have on the terms Closing Date sufficient funds then available to consummate the transactions contemplated hereby to occur on the Closing Date and conditions described to satisfy all of its obligations hereunder that are required to be satisfied on or by the Closing Date or otherwise in connection with the Closing, including to pay the Transaction Consideration, Funded Indebtedness, Unpaid Seller Expenses and the fees and expenses of Purchaser related to the transactions contemplated hereby, in each case, to the extent required to be paid on or prior to the Closing Date or otherwise in connection with the Closing (such amount of sufficient funds, the “Sufficient Funds”). (b) Purchaser has delivered to Seller a true, correct and complete copy of the executed Debt Financing Commitment Letter, including all amendments and supplements thereto and any and all side letters and arrangements relating to the Debt Financing CommitmentFinancing, including with respect to: in each case, (i) maintaining in effect to the Debt Financing Commitment and complying with all obligations thereunder; extent such amendment, supplement, side letter or arrangement was executed on or prior to the date hereof, (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 other than as set forth in the Debt Financing Commitment applicable to Letter, and (iii) other than if such amendment, supplement, side letter or arrangement would not affect 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 availability of the Debt Financing. Other than any side letters, Contracts, arrangements or understandings which have been delivered to Seller, there are no side letters or other parties Contracts, arrangements or understandings (written or oral) relating to the Debt Financing Commitment or that could impair the definitive documentation for availability of the Debt Financing. As of the date hereof, if any, with respect thereto. In (A) the event that all conditions commitments contained in the Debt Financing Commitment Letter have not been satisfied waived, withdrawn or rescinded in any respect, nor is any such waiver, withdrawal or rescission (or upon funding will amendment or modification that would have such effect) currently contemplated or the subject of discussions and (B) the Debt Financing Commitment Letter has not been amended or otherwise modified in any respect, except to the extent such amendment or other modification has been delivered to Seller prior to the date hereof. Except to the extent that enforceability may be satisfiedlimited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity), as of the Buyer shall date hereof, the Debt Financing Commitment Letter is in full force and effect, represents a valid, binding and enforceable obligation of Purchaser, and to the knowledge of Purchaser, represents a valid, binding and enforceable obligation of the Debt Financing Sources named therein to provide the financing contemplated thereby, in each case subject to the satisfaction or waiver of the Debt Financing Conditions and the Remedies Exception. Purchaser has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date hereof in connection with the Debt Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a material breach or material default on the part of Purchaser or any of its Affiliates or, to Purchaser’s actual knowledge, any other party thereto under the Debt Financing Commitment Letter, or would otherwise be the basis to cause the Debt Financing Sources Commitment Letter to fund be ineffective or that would impair 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 availability of the Debt Financing becomes unavailable (other than any amounts under any revolving credit facilities which are not contemplated to be funded on the terms Closing Date so long as such amounts are not necessary for Sufficient Funds). Purchaser is not aware of any fact, event or other occurrence that makes any of the representations and conditions contemplated warranties of Purchaser in the Debt Financing Commitment Letter, Letter inaccurate in any material respect as of the Buyer shall use its reasonable best efforts date hereof. There are no conditions precedent or other contingencies (including any flex provisions) directly or indirectly related to arrange to obtain as promptly as practicable, on terms that the funding of the full amount of the Debt Financing (other than any amounts under any revolving credit facilities which are not less favorable contemplated to be funded on the Buyer Closing Date so long as such amounts are not necessary for Sufficient Funds), other than the Debt Financing contemplated by such Debt Commitment LettersConditions, and, as applicableof the date hereof, alternative sources of financing in an amount sufficient, when added Purchaser has no reason to the portion reasonably believe that (i) any of the Debt Financing that is available and Conditions will not be fully satisfied at or prior to the Buyer’s cash on hand, to consummate Closing or (ii) the Transactions and pay any other amounts required to be paid in connection with the consummation full amount 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 (other than any amounts under any revolving credit facilities which are not contemplated to be funded on the “Alternative Closing Date so long as such amounts are not necessary for Sufficient Funds) will not be made available to Purchaser at or prior to the Closing. Subject to the satisfaction or waiver of the Debt Financing Conditions and the Remedies Exception, the Debt Financing Commitment Letter may be enforced against the Debt Financing Sources party thereto in their capacities as lenders and arrangers by Purchaser, individually, in accordance with the terms of the 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 During the period from the date of this Agreement and continuing until the earlier of (x) the Closing and (y) the termination of this Agreement in accordance with its terms, subject to the limitations set forth in this Section 7.8 and Seller’s compliance with Section 7.9, Buyer shall, and shall cause the other members of the Buyer Group touse, take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to obtainarrange, obtain and consummate the Financing at the Closing, on the terms and subject to the conditions expressly set forth in the Financing Documents and the Fee Letter. Such actions shall include (i) maintaining in full force and effect the Financing Documents in the form provided to Seller prior to or cause substantially concurrently with the execution of this Agreement, subject to be obtainedamendments, the proceeds of the Debt Financing restatements, supplements, modifications and substitutions thereto permitted under this Agreement, (ii) negotiating definitive agreements with respect thereto on the terms and conditions described in the Debt Financing Commitment, including substantially consistent 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 such terms and conditions contained therein; and in the Financing Documents, as applicable, (iii) satisfying satisfying, or causing to be satisfied, on a timely basis all of the conditions in to the obligations of the Debt Financing Commitment Sources or Equity Provider to fund the Debt Financing or Equity Financing, respectively, at the Closing set forth in the applicable Financing Document that are applicable to Buyer and within its control (or obtain a waiver thereof), (iv) upon satisfaction (or waiver) of the Buyer’s conditions set forth in the Financing Documents, consummating the Financing at or prior to the Closing and (v) if all conditions to the Equity Financing or Debt Financing are, or upon funding of the Equity Financing or Debt Financing, respectively, will be, satisfied, causing the other parties to applicable Financing Document to comply with their obligations thereunder and complying with to fund at or prior to the Closing, the Equity Financing or Debt Financing, as applicable, required to satisfy the Required Amount. (b) Subject to the terms thereofand conditions of this Agreement, Buyer and Parent may agree to or permit any amendment, restatement, supplement or other modification to be made to, or any waiver of any provision or remedy under, the Financing Documents (and Fee Letter) and may obtain financing in substitution of all or a portion of the Financing so long as such amendment, restatement, modification, waiver or replacement would not, or would not reasonably be expected to, (i) reduce the net cash proceeds of the Financing, including any reduction in the aggregate principal amount of the Financing, such that the aggregate proceeds from the Financing would not be sufficient to pay the Required Amount at the Closing; provided (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing or any other terms to the Financing, in each case, in a manner that this covenant shall not require would reasonably be expected to prevent or materially delay the ability of Buyer to commence any Action consummate the Closing; or (iii) adversely and materially impact the ability of Buyer to enforce its rights against any of the other parties to the Debt Financing Commitment Documents or otherwise to timely consummate the definitive documentation for transactions contemplated by this Agreement (it being understood that Buyer may amend any Financing Document and Fee Letter to add lenders, investors, lead arrangers, bookrunners or other similar entities who had not executed such Financing Documents as 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 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 date of this Agreement). In Upon the event any portion written request of Seller, Buyer shall provide Seller reasonable detail of the Debt Financing becomes unavailable on current status of 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, references to the “Debt Financing” or “Equity Financing shall include the financing contemplated by the Debt Commitment Letter or Securities Purchase Agreement as applicable, as amended, restated, supplemented, modified, waived or replaced in accordance with this Section 7.8(b), references to the “Debt Financing Sources” shall include each person that has not executed any Debt Commitment Letter as of the date hereof but becomes a party thereto after the date hereof in accordance with the terms of such Debt Commitment Letter and this Section 7.8(b), references to the “Debt Commitment Letter” or “Securities Purchase Agreement” shall include such agreement as amended, restated, supplemented, modified, waived or replaced in accordance with this Section 7.8(b), and references to the “Fee Letter” shall be deemed include such agreement as amended, restated, supplemented, modified, waived or replaced in accordance with this Section 7.8(b), in each case, unless the context otherwise provides. (c) Buyer shall promptly notify Seller in writing (i) of any breach or default of which it is aware by any party to include any Alternative Financing Document which would make unavailable all or any portion of the Financing necessary to fund the Required Amount on the Closing Date, (ii) of the receipt by Buyer or any of its Affiliates of any written notice from any Debt Financing Commitment Letter Source 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) Equity Provider with respect to any Alternative Debt actual breach, default, termination or repudiation by any party to any Financing arranged Document, (iii) if for any reason Buyer believes in compliance good faith that there is a material possibility that Buyer will not be able to obtain all or any portion of the Financing necessary to fund the Required Amount at the Closing, or (iv) of the termination or expiration of commitments under any Financing Document. (d) Buyer shall indemnify and hold harmless the Companies and each of their respective Representatives from and against any and all Losses suffered or incurred by them in connection with this any cooperation provided pursuant to Section 9.7(a) (7.9 and any Debt Commitment Letter and Fee Letter remaining information utilized in effect at connection therewith, except, to the time in questionextent that (i) such Losses are determined by a final non-appealable judgment of a court of competent jurisdiction to have arisen out of, or resulted from, the bad faith, fraud, gross negligence or wilful misconduct of the Companies or any of their respective Representatives, or (ii) arise from or are related to any information provided by Seller or the Companies. This Section 7.8(d) shall survive the consummation of the Contemplated Transactions and the term “Debt Financing” shall be deemed to include Closing and any such Alternative Debt Financingtermination of this Agreement.

Financing. (a) The Buyer shallTWCable Parties shall use, and shall cause the other members of the Buyer TWCable Group toto use, best efforts (i) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtainenter into definitive documentation for one or more credit facilities on the terms and conditions set forth in the Bridge Commitment Papers, or on other terms reasonably satisfactory to the Board of Directors of TWCable and reasonably satisfactory to TWX, in an aggregate amount of at least $9.0 billion (as such amount may be reduced from time to time in accordance with the terms and conditions of the Bridge Commitment Papers) (the “Special Dividend Financing Facility”), as soon as practicable following the execution of this Agreement and in any event prior to the payment of the Special Dividend and (ii) to deliver all necessary notices and to take, or cause to be obtainedtaken, the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitment, including with respect to: (i) maintaining in all actions necessary to give effect the Debt Financing Commitment and complying with all obligations thereunder; (ii) negotiating, executing and delivering definitive agreements with respect to the Debt borrowing under the Special Dividend 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 theretoFacility. 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 Special Dividend Financing Facility becomes unavailable on the terms and conditions contemplated set forth in the Debt Bridge Commitment LetterPapers, TWCable shall promptly notify TWX and the Buyer TWCable Parties shall use its reasonable best efforts to arrange to obtain as promptly as practicableany such unavailable portion from alternative sources (any such portion, the “Alternative Financing”), on terms that are not and conditions no less favorable to the Buyer TWCable Parties than those set forth in the Debt Financing contemplated by such Debt Bridge Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to Papers that will still enable the portion of the Debt Financing that is available and the Buyer’s cash on hand, TWCable Parties 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 Special Dividend Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of Facility contemplated by this Agreement, as soon as practicable following the occurrence of such event; provided, however, that, to the extent the terms and conditions of any such Alternative Financing differ from the terms and conditions in the Bridge Commitment Papers in any material respect (it being agreed that “Debt Commitment Letter” and “Fee Lettermaterial” shall be deemed to include mandatory prepayment terms), such terms and conditions shall be reasonably satisfactory to TWX. TWCable shall deliver to TWX true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide the TWCable Parties with any portion of the Special Dividend Financing Facility. (b) The TWCable Parties and the TWX Parties shall use, and shall cause the members of the TWCable Group and TWX Group, respectively, to use, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to enter into definitive documentation for a credit facility on the terms and conditions set forth in the Supplemental Term Sheet (the “Supplemental Credit Facility” and the documentation therefor, the “Supplemental Credit Agreement”) and such other terms as may be satisfactory to each of TWX and TWCable prior to the declaration of the Special Dividend. In addition, the parties shall take the foregoing actions in a manner so that, to the extent practicable, the execution, delivery and effectiveness of the Supplemental Credit Agreement shall take place concurrently with, or as soon as practicable after, the execution, delivery and effectiveness of the definitive documentation for the Special Dividend Financing Facility. (c) Without affecting the rights or obligations of the Parties under Section 4.02(a), TWCable shall at all times prior to the payment of the Special Dividend use reasonable best efforts to maintain Special Dividend Availability of at least such amount that permits the payment of the Special Dividend (assuming the lenders under the Special Dividend Financing Facility and any Alternative Debt Financing do not default on their contractual commitments). (d) TWCable shall not make any optional reduction in the commitments available under the Bridge Commitment Letter Papers, the Special Dividend Financing Facility and/or any Alternative Financing, or agree to any amendment or modification of the Special Dividend Financing Facility and/or any Alternative Financing, which would in any such case have the effect of reducing the aggregate commitments available under all such financing arrangements taken together (including replacements being implemented or additional borrowings being completed (whether through a bond offering or otherwise) simultaneously with any such reduction, amendment or modification as permitted by Section 4.02(a)), without TWX’s prior written consent, such consent not to be unreasonably withheld. (e) Following the Effective Date (as defined in the Supplemental Term Sheet) and until the Borrowing Date (as defined in the Supplemental Term Sheet), TWCable shall provide to TWX copies of all notices, communications, information and other materials sent or made available by TWCable to the administrative agent or to any lender under the definitive documentation in respect of the Special Dividend Financing Facility concurrently with the distribution thereof to the administrative agent or the lenders, including notices of any amendment to, modification or waiver of, or default or event of default, commitment reduction or prepayment under, the definitive documentation in respect of the Special Dividend Financing Facility, copies of financial statements and compliance certificates and copies of notices of material events. (f) In the event that TWX or any fee letter referred to in of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such Alternative Debt Financing Commitment Letter consolidation or merger or (which such fee letters, for the avoidance ii) transfers or conveys all or substantially all of doubt, may be redacted in the same manner as the Fee Letters) with respect its properties or other assets to any Alternative Debt Financing arranged Person, then, in compliance each such case, TWX shall cause proper provision to be made so that the surviving corporation or entity or transferee shall expressly assume the obligations of TWX under the Supplemental Credit Facility or any definitive agreements entered into in connection therewith; provided, however, that any such assumption in connection with this Section 9.7(aclause (ii) (and shall not relieve TWX from any Debt Commitment Letter and Fee Letter remaining in effect at of its obligations under the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt FinancingSupplemental Credit Facility.

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 necessary or advisable to obtainarrange and obtain the Purchaser Financing as promptly as practicable and, or cause to be obtainedin any event, not later than the proceeds of the Debt Financing Closing Date, on the terms and conditions described in the Debt Financing CommitmentCommitments, including with respect to: using its reasonable best efforts to (iA) maintaining maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions in the Financing Commitments and the Definitive Financing Agreements applicable to Purchaser obtaining the Debt Financing Commitment and complying with all obligations thereunder; applicable to Purchaser obtaining the Equity Financing, (iiC) negotiating, executing negotiate and delivering enter into definitive agreements with respect to the Debt Financing on terms and conditions described in or contemplated by the Debt Financing Commitments (including any “flex” provisions contained therein) and definitive agreements with respect to the Equity Financing on terms and conditions described in or contemplated by the Equity Financing Commitments (all such definitive agreements, collectively, the “Debt Definitive Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iiiD) 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 and the sources of the Equity Financing to fund fund, or provide, as applicable, the Debt Financing, but in no event will the Buyer be required to do so Purchaser Financing at or prior to the time Closing. Notwithstanding the immediately foregoing sentence, Purchaser shall obtain the Equity Financing contemplated by the Equity Financing Commitments upon satisfaction or waiver of the conditions to the Closing is required in Article VI (other than those conditions that by their nature will not be satisfied until the Closing). Purchaser shall not agree to occur or permit any termination, amendment, supplement or other modification of, or waive any of its rights under, any provision of the Financing Commitments or Definitive Financing Agreements in a manner that (w) would result in terms less favorable to Purchaser in the aggregate as those contained in the Debt Financing Commitments, (x) would add any conditions precedent or other contingencies related to the funding of such Debt Financing that are not contained in the Debt Financing Commitments in effect on the date hereof, (y) would reasonably be expected to prevent, materially impair or materially delay the consummation of such Debt Financing or the transactions contemplated by this Agreement or by the Ancillary Agreements or (z) would add any contractual limitation that would adversely impact the ability of the Purchaser to enter into or perform its obligations under the Credit Support Agreement, in each case, without Seller’s prior written consent; provided that, it is understood and agreed that the Financing Commitments and/or the Definitive Financing Agreements may be amended, supplemented or otherwise modified (i) to correct immaterial typographical errors, (ii) to add agents or arrangers of the Debt Financing who had not executed the Debt Financing Commitments as of the date hereof or (iii) to assign or reassign titles or roles to, or between or among, any Debt Financing Sources party to the Debt Financing Commitments. Upon any amendment, supplement, modification or waiver of the Financing Commitments or the Definitive Financing Agreements in accordance with this Section 5.16(a), (x) the terms of “Financing Commitments”, “Debt Financing Commitments”, “Equity Financing Commitments” and “Definitive Financing Agreements” as used in this Agreement. Agreement (including as used in any definition incorporating such terms) shall mean such documents as so amended, supplemented, modified or waived and (y) the terms “Purchaser Financing”, “Debt Financing” and “Equity Financing” as used in this Agreement (including as used in any definition incorporating such terms) shall mean the financing contemplated by the Debt Financing Commitments and the Equity Financing Commitments, as applicable, as so amended, supplemented, modified or waived. (b) In the event all or any portion of the Debt Financing becomes unavailable on the terms and conditions described in or contemplated in by the Debt Commitment LetterFinancing Commitments (including any “flex” provisions contained therein) for any reason, the Buyer (i) Purchaser shall promptly notify Seller in writing and (ii) Purchaser shall use its reasonable best efforts to 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 but no later than the Debt Financing contemplated by such Debt Commitment LettersClosing Date, as applicable, alternative debt financing from the same or alternative sources of debt 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”) in an amount no less than that of the Debt Financing, on conditions that (A) are not less favorable to Purchaser in the aggregate as those contained in the Debt Financing Commitments, (B) shall not include any conditions precedent or other contingencies related to the funding of such Alternative Debt Financing that are not contained in the Debt Financing Commitments in effect on the date hereof, (C) would not reasonably be expected to prevent, materially impair or materially delay the consummation of such Alternative Debt Financing or the transactions contemplated by this Agreement or by the Ancillary Agreements and (D) would add any contractual limitation that would adversely impact in any material respect the ability of the Purchaser to obtainenter into or perform its obligations under the Credit Support Agreement, andin each case, when obtained, without Seller’s prior written consent; it being agreed that there shall be no obligation on Purchaser to provide pay any additional fees and/or obtain Alternative Debt Financing on materially worse terms than is contemplated by the Company with a copy of, a new financing commitment that provides for Debt Financing as of the date hereof. The obligations under this Section 5.16 shall apply equally to any such Alternative Debt Financing (the “including any new financing commitment and any New Debt Financing Commitments (as defined below)). The new debt commitment letters and all related fee letters associated therewith, including all exhibits, schedules, annexes and amendments thereto entered into in connection with any Alternative Debt Financing Commitment Letterare referred to as the “New Debt Financing Commitments”). For Purchaser shall provide Seller with (x) true, accurate and complete copies of the purposes of New Debt Financing Commitments for any Alternative Debt Financing for its review prior to the execution thereof and (y) fully executed copies thereof as promptly as practicable following the execution thereof. In the event Purchaser enters into any such New Debt Financing Commitments, (I) any reference in this Agreement, Agreement to the terms “Debt Commitment LetterFinancing” (including in any definition incorporating the term “Debt Financing”) shall mean and include the Alternative Debt Financing and the debt financing contemplated by the “Fee LetterDebt Financing Commitments” as such term is modified pursuant to the immediately succeeding clause (II), and (II) any reference in this Agreement to the “Debt Financing Commitments” (including in any definition incorporating the term “Debt Financing Commitments”) shall be deemed to mean and include any Alternative the Debt Financing Commitment Letter Commitments to the extent not superseded by New Debt Financing Commitments at the time in question and any New Debt Financing Commitments to the extent then in effect. (c) Upon the reasonable written request of Seller (including via email), Purchaser shall keep Seller informed in reasonable detail of the status of its efforts to arrange the Purchaser Financing and provide to Seller fully executed copies of the Definitive Financing Agreements as promptly as practicable following the execution thereof. Without limiting the generality of the foregoing, Purchaser shall give Seller prompt written notice (A) of any breach, default, repudiation, cancellation or termination of the Financing Commitments or the Definitive Financing Agreements by any party thereto of which Purchaser becomes aware, (B) of the receipt by Purchaser or its Affiliates of any notice or other communication from the Debt Financing Sources or the sources of the Equity Financing with respect to (x) any breach, default, repudiation, cancellation or termination of the Financing Commitments or the Definitive Financing Agreements by any party thereto or (y) any material dispute or disagreement between or among the parties to the Financing Commitments or the Definitive Financing Agreements that the Purchaser determines would reasonably be expected to affect the timely availability of, or the amount of the Purchaser Financing at Closing, and (C) if for any reason Purchaser or Purchaser Guarantor believes in good faith that it will not be able to obtain all or any fee letter portion of the Purchaser Financing on the terms, in the manner or from the sources contemplated by the Financing Commitments or the Definitive Financing Agreements. As soon as reasonably practicable, Purchaser shall provide to Seller any additional information reasonably requested by Seller relating to any circumstance referred to in such Alternative any of clause (A), (B) or (C) of the immediately preceding sentence. (d) From the date hereof to the Closing, Seller shall, at Purchaser’s sole expense, use its reasonable best efforts to cooperate with, and cause the Conveyed Companies and their respective management and employees to use their reasonable best efforts to cooperate with, to the extent permitted by applicable Law and to the extent reasonably requested by Purchaser and customary for financings of the type similar to the Debt Financing, Purchaser’s efforts to arrange and obtain the Debt Financing, including using its reasonable best efforts in (i) having management, with an appropriate level of seniority and expertise, participate at reasonable times (on reasonable advance notice) in a reasonable number of meetings, drafting sessions, presentations and rating agency and due diligence sessions that are customary for financings of the type similar to the Debt Financing, (ii) as promptly as reasonably practicable, furnishing Purchaser and the Debt Financing Commitment Letter Sources with the Financing Information and, to the extent reasonably requested in writing by Purchaser and to the extent readily available, other historical financial and other pertinent information with respect to the business, operations and financial conditions of the Business and the Conveyed Companies necessary to consummate the Debt Financing (provided, in any event, that Purchaser shall be solely responsible for the preparation, contents and determination of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information), (iii) assisting Purchaser and the Debt Financing Sources in the preparation of bank information memoranda, lender presentations and other marketing documents and materials for any portion of the Debt Financing and executing customary authorization letters with respect to the foregoing for information related to the Business and the Conveyed Companies to the extent necessary to consummate the Debt Financing (provided, in each case of this clause (iii), that Purchaser shall be solely responsible for the preparation, contents and determination of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information), (iv) cooperating with the marketing efforts of Purchaser and the Debt Financing Sources for any portion of the Debt Financing, (v) executing and delivering definitive financing documents, including credit agreements, guarantee and collateral documents and customary closing certificates and solvency certificates as may be required in connection with the Debt Financing and other customary documents, in each case, as may be reasonably requested by Purchaser or the Debt Financing Sources and necessary to consummate the Debt Financing and that are not effective until as of, or after, the Closing ((it being understood and agreed that any such execution and delivery will only be required of the officers and directors of the Conveyed Companies who retain their respective positions as of, and after, the Closing), (vi) to the extent timely requested and necessary to consummate the Debt Financing, facilitating, effective as of the Closing Date, the granting of a security interest (and perfection thereof) in collateral and the release of any applicable liens, including setting up deposit or securities account and entering into related control agreements, (vii) if reasonably requested in writing by Purchaser at least ten (10) Business Days prior to Closing, providing Purchaser at least five (5) Business Days prior to Closing all documentation and other information with respect to the Conveyed Companies and their respective Affiliates that the Debt Financing Sources have determined is required by regulatory authorities in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (viii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Purchaser and necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available on the Closing Date (it being understood and agreed that any such action will only be required of the directors of the Conveyed Companies who retain their respective positions as directors as of, and after, the Closing to the extent the relevant corporate action is valid solely with such directors); provided that (A) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of Seller or the Conveyed Companies or any of their Affiliates (it being agreed that the incurrence of the Debt Financing substantially concurrently with the Closing in accordance with the Debt Financing Commitments as in effect as of the date hereof, or as amended, modified or supplemented in accordance with the terms herewith, shall be deemed to not so interfere) and (B) Purchaser shall be solely responsible for the preparation of pro forma financial statements after receiving the relevant inputs thereto; and provided, further, that neither Seller, the Conveyed Companies nor any of their Affiliates shall (1) be required to pay any commitment or other similar fee (other than for reasonable and documented out-of-pocket costs and expenses that are reimbursed by Purchaser as provided below in this Section 5.16(d)), (2) have or incur any actual or potential Liability or obligation (including any obligation to provide any indemnity) under any binding agreement or commitment or otherwise, unless and until, in the case of the Conveyed Companies only, substantially concurrently with the Closing (other than Liability with respect to the customary authorization letters specified in clause (iii)(y) above), or (3) be required to take any action that may (x) conflict with or violate the organizational documents of the Conveyed Companies, Seller or any of their Affiliates or any Laws, (y) result in any officer, director or employee of the Conveyed Companies, Seller or any of their Affiliates incurring any personal Liability or (z) result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or a default under, any material Contract to which the Conveyed Companies, Seller or any of their Affiliates is a party (in each case, to the extent such fee letters, for Contract is not entered into contemplation of the qualification set forth in this clause (z)). For the avoidance of doubt, may (I) neither Seller nor its Affiliates or their respective officers, directors or employees (other than such officers, directors or employees that will be redacted in retaining their respective positions as of, and after, the same manner as the Fee LettersClosing) shall be required to execute or enter into or perform any agreement with respect to any Alternative the Debt Financing arranged that is not contingent upon the Closing or that would be effective prior to the Closing (other than the customary authorization letters specified in compliance with this Section 9.7(aclause (iii)(y) above), (II) no directors, officers or employees of Seller or any of its Affiliates (in each case, other than those of any Conveyed Company that will be retaining their respective positions at such Conveyed Company as of, and any Debt Commitment Letter and Fee Letter remaining in effect at after, the time in questionClosing) and the term “Debt Financing” shall be deemed required to include approve, adopt, execute or enter into or perform any such Alternative Debt Financing.agre

Financing. (a) The Buyer shallCompany will, and shall will cause its Subsidiary to, use its reasonable best efforts to cause its and their respective Representatives to cooperate with the other members Parent and take such actions as the Parent may reasonably request in connection with the procurement and consummation of the Buyer Group to, Financing (or any Alternative Financing); provided that nothing contained in this Section 6.9 shall require such cooperation to the extent it would unreasonably interfere with the ongoing operations of the Company or its Subsidiary. (b) 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 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 maintain in effect the Debt Financing Commitment Letter and complying with all obligations thereunder; to satisfy the conditions for obtaining the Financing, (ii) negotiating, executing and delivering enter into definitive financing agreements with respect to the Debt Financing (so that such agreements are in effect no later than the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; Share Acceptance Time and (iii) satisfying consummate the Financing on a timely basis all conditions or prior to the Share Acceptance Time. Without limiting the generality of the foregoing, in the Debt Financing Commitment applicable to event that Parent has been notified by 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 lenders party to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event Letter 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 will not be available on the terms and conditions contemplated in by the Debt Commitment Financing Letter, the Buyer Parent shall promptly notify the Company in writing and use its reasonable best efforts to arrange obtain alternative debt financing (“Alternative Financing”) in an amount at least sufficient to, in addition to obtain the cash and the portion of the Financing that remains available on the terms and conditions contemplated by the Debt Financing Letter, pay when due for all Shares tendered and not properly withdrawn in the Offer and the aggregate Merger Consideration. Notwithstanding the foregoing, neither the Parent nor Purchaser shall be required to (i) waive any conditions and requirements set forth in Article VII, (ii) consent to any changes to the Financing as promptly as practicable, set forth in the Debt Commitment Letter or (iii) accept Alternative Financing on terms that are not less favorable to the Buyer Parent and the Purchaser in the aggregate than the Debt Financing contemplated by would have been. In the event the Parent obtains Alternative Financing, the provisions of this Section 6.9 shall apply to such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added Alternative Financing to the portion same extent it applies to the Financing. The Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the Debt status of its reasonable best efforts to finalize the 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 or arrange 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 accordance 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 Financing6.9.

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, 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.