Common use of Parent Financing Clause in Contracts

Parent Financing. (a) Parent shall use its reasonable best efforts to, and shall cause its Subsidiaries to use reasonable best efforts to, obtain and consummate the Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters (including the “market flex” provisions in any Debt Commitment Letter or Fee Letter) including using its reasonable best efforts to (i) negotiate and enter into the Debt Financing Documents on such terms and conditions (as such terms may be modified or adjusted in accordance with (x) the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03), (ii) if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Debt Commitment Letters that are within its or their control, (iii) cause the lenders party to the Debt Commitment Letters to fund at the Closing the full amount of the Financing required to consummate the transactions contemplated by this Agreement, if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) the Debt Commitment Letters and (y) to the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financing. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at Closing. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) in accordance with this Section 8.03, Parent shall provide a copy thereof to the Company and the term “Debt Commitment Letters” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modified.

Parent Financing. (a) Parent shall use its commercially reasonable best efforts toto obtain the financing (the “Financing”) pursuant to the terms and conditions set forth in the Financing Commitment. Parent shall notify the Company if at any time prior to the Closing Date the Financing Commitment shall expire or be terminated, modified or amended for any reason. Parent shall not amend the Financing Commitment without the Company's prior consent except to increase the amount of such Financing; provided, however, no such increase in the Financing shall be deemed part of the Financing for purposes of satisfying Section 7.2(d). The Parties acknowledge that the Financing Commitment expired prior to the date of this Agreement. Parent shall use its commercially reasonable best efforts to obtain a renewal, extension or reissuance of such Financing Commitment as soon as practicable after the date hereof, but in no event later than the first date on which the Company has the right, under applicable federal securities laws, to mail the Proxy Statement to stockholders in connection with the Stockholders Meeting. The Company shall provide, and shall cause its Subsidiaries subsidiaries to, and shall use commercially reasonable efforts to cause the respective officers, employees and Representatives, including legal and accounting, of the Company and its subsidiaries to provide, all cooperation reasonably requested by Parent in connection with (i) the Financing, including providing such access and documentation and taking such action as is specified in the Financing Commitment and (ii) the satisfaction of the conditions in the Financing Commitment that require action by the Company. (b) If the Financing Commitment expires, is terminated or otherwise becomes unavailable prior to the Closing, in whole or in part, for any reason, Parent shall (i) immediately notify the Company of such expiration, termination or other unavailability and the reasons therefor and (ii) provided that the reasons therefor are unrelated to any representation or warranty of Company contained herein being untrue or incorrect or any breach by Company of any of its obligations hereunder, or otherwise attributable to the performance of the Company, use commercially reasonable best efforts to, obtain and consummate promptly to arrange for alternative financing to replace the Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters (including the “market flex” provisions such expired, terminated or otherwise unavailable commitments or agreements in any Debt Commitment Letter or Fee Letter) including using its reasonable best efforts to (i) negotiate and enter into the Debt Financing Documents on such terms and conditions (as such terms may be modified or adjusted in accordance with (x) the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03), (ii) if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Debt Commitment Letters that are within its or their control, (iii) cause the lenders party to the Debt Commitment Letters to fund at the Closing the full an amount of the Financing required sufficient to consummate the transactions contemplated by this AgreementAgreement provided, if all of the conditions however, Parent shall have no obligation to the Closing obtain or consummate any Financing on terms less favorable or more onerous than those contained in Article 9 are satisfied or waived the Financing Commitment. (other than those conditions c) Parent has advised the Company that by their terms are in order to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) the Debt Commitment Letters and (y) to the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent shall not agree to any amendment or modification applicable lenders will require certain representations and warranties about the Company and its subsidiaries and certain facts and levels of performance to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of true and correct notwithstanding that as between Parent and the Company; provided that notwithstanding , the foregoing Parent shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as conditions set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (BSection 7.2(a) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financingshall have been met. Parent shall pay, or cause has no obligation to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at Closing. Upon cure any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) in accordance with this Section 8.03, Parent shall provide a copy thereof matters relating to the Company and its subsidiaries in connection with its obligation to obtain the term “Debt Commitment Letters” shall mean the Debt Commitment Letters as so amended, supplemented or modified Financing and the term “Existing Credit Facility” shall mean Company acknowledges and accepts that the Existing Credit Facility Financing may not be consummated and the condition set forth in Section 7.2(d) may not be satisfied as so amendeda result of matters relating to the Company and its subsidiaries and their respective businesses and assets, supplemented or modifiednotwithstanding the Company’s, Parent’s and Merger Sub’s compliance with the terms of this Agreement and the Financing Commitment and the Company accepts this fact.

Parent Financing. (a) Parent and Merger Sub shall use its their respective reasonable best efforts toto take, or cause to be taken, all actions and shall to do, or cause its Subsidiaries to use reasonable best efforts tobe done, obtain all things reasonably necessary or advisable to arrange and consummate the Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters (including the “market flex” provisions in any Debt Commitment Letter or Fee Letter) Financing Commitments, including using its reasonable best efforts to (i) negotiate maintain in effect the Financing Commitments, provided that Parent and enter into Merger Sub may amend, replace, supplement or modify the Debt Financing Documents on such terms and conditions (Commitments to add or join lenders, lead arrangers, bookrunners, syndication agent or similar entities as such terms may be modified or adjusted in accordance with (x) parties thereto who have not executed the terms of, and within Debt Financing Commitment as of the limits of any such “market flex” provisions and (y) this Section 8.03)date hereof, (ii) if all of the conditions to the Closing contained in Article 9 are satisfied satisfy (or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon fundingobtain waivers to) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and or Merger Subsidiary contained Sub to funding in the Debt Commitment Letters that are within its or their controlFinancing Commitments and the definitive agreements to be entered into pursuant thereto (including by consummating the Equity Financing substantially concurrently therewith), (iii) cause negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the lenders party Debt Financing Commitments prior to the Debt Commitment Letters Closing Date and (iv) enforce its rights under the Financing Commitments and consummate the Financing prior to fund or at the Closing Closing. In the full amount event any portion of the Debt Financing required becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments or the definitive agreements with respect thereto, or unfavorable from the standpoint of Parent and/or Merger Sub, Parent and Merger Sub shall promptly so notify the Company and use their reasonable best efforts to arrange to obtain alternative financing (the “Alternative Financing”), including from alternative sources, as promptly as practicable following the occurrence of such event in an amount, when added with Parent and Merger Sub’s existing cash on hand, the Equity Financing Commitments and the Available Company Cash Financing, sufficient to consummate the transactions contemplated by this Agreement, if all which Alternative Financing would not involve terms and conditions in the aggregate that are materially less favorable, from the standpoint of Parent and/or Merger Sub than the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain Debt Financing Commitments as in effect on the date hereof. None of Parent and comply with its obligations under (x) the Debt Commitment Letters and (y) to the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent Merger Sub shall not agree to or permit any amendment amendments or modification to be made modifications to, or grant any waiver of waivers of, any condition or other provision or remedy, under the Debt Commitment Letters Financing Commitments or the Existing Credit Facility any definitive agreements with respect thereto without the prior written consent of the Company; provided that notwithstanding Company if such amendments, modifications or waivers would (i) reduce the foregoing Parent shall be permitted to amend aggregate amount of the Debt Commitment Letters Financing or (ii) impose new or additional conditions to the availability of the Debt Financing or otherwise expand, amend or modify the Debt Financing in a manner that would reasonably be expected to (A) prevent or materially delay the ability of Parent or Merger Sub to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of consummate the date of this Amended Merger and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), other transactions contemplated hereby or (B) so long as such amendments adversely impact in any material respect the ability of Parent or modifications do not, Merger Sub to enforce its rights against the other parties to the Financing Commitments or could not be reasonably expected to, materially delay, prevent or adversely affect any definitive agreements with respect thereto. Without limiting the Closing or the consummation generality of the Financing. foregoing, neither Parent nor Merger Sub shall pay, release or cause consent to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding termination of the full amount obligations of the financing sources under any Financing at ClosingCommitments or definitive agreement with respect thereto other than in accordance with the terms thereof. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) Financing Commitments made in accordance compliance with this Section 8.03‎Section 6.11 (excluding any amendment for the sole purpose of joining or adding additional commitment parties thereto), Parent shall provide a copy thereof to the Company and the term “Debt Commitment LettersFinancing Commitments” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility Financing Commitments as so amended, supplemented or modified, including any Alternative Financing.

Parent Financing. At or before the Closing, (ax) Parent shall use its reasonable best efforts tohave consummated a private placement in public equity (the “Primary PIPE”) to raise the Required Amount through the sale of Parent Common Stock, provided that, if Parent is unable to sell in the Primary PIPE a sufficient number of shares of Parent Common Stock to accredited investors priced at then prevailing market prices of the Parent Common Stock to raise some or all of the Required Amount, (A) such Required Amount for purposes of the Primary PIPE shall be reduced to the minimum extent necessary based on applicable restrictions pertaining to Parent’s issuance of shares of Parent Common Stock under NASDAQ Listing Rule 5635, or, without limitation, any other applicable rule imposed by The NASDAQ Capital Market, TSX Venture Exchange, the SEC, or the laws of British Columbia, Canada, including any such rule that would deem the consummation of an equity financing of such amount, in conjunction with the business combination contemplated in this Agreement, a “change of control” requiring the approval of Parent’s stockholders thereunder (the “Required Amount Reduction”), and shall cause its Subsidiaries to use reasonable best efforts to(B) Xxxx & Xxxxx Lending Co, obtain and consummate the Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters LLC (including the “market flex” provisions in any Debt Commitment Letter or Fee LetterBackstop Investor”) including using its reasonable best efforts shall be obligated pursuant to (i) negotiate and enter into the Debt Financing Documents on such terms and conditions (as such terms may be modified or adjusted in accordance with (x) the terms ofof a Backstop Agreement entered into by the Backstop Investor and Parent concurrently with the parties’ entry into this Agreement, in the Form of Annex E to this Agreement, to backstop an amount equal to the entire Required Amount Reduction via a PIPE of Parent Common Stock (or, if applicable, any other Parent Securities issued to investors) to be fully funded by the Backstop Investor on reasonable market terms concurrently with the Closing, and within (C) notwithstanding any term to the limits contrary herein, such reasonable market terms with respect to the Primary PIPE and, if applicable, the Backstop Investor’s investment under the Backstop Agreement shall have been mutually agreed upon and approved by the respective Board of any such “market flex” provisions Directors of each of the Company and Parent; (y) this Section 8.03)certain Parent Subsidiaries have entered into an asset-based loan facility agreement with SLR Digital Finance LLC, as lender, having a three (ii3) if all year term and providing for maximum aggregate borrowings thereunder of the conditions up to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended$10,000,000, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Debt Commitment Letters that are within its or their control, (iii) cause the lenders party form of Annex F attached to the Debt Commitment Letters to fund at the Closing the full amount of the Financing required to consummate the transactions contemplated by this Agreement, if all and such facility agreement shall be in full force and effect as of the conditions to Closing with a drawn principal balance thereunder as of the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are equal to be satisfied or waived at the Closing or will be satisfied or waived upon funding) zero; and (ivz) maintain in effect and comply with its obligations under (x) the Debt Commitment Letters and (y) to the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of have consummated after the date of this Amended Agreement a disposition of non-core assets having a gross sales price of approximately $4MM (subject to certain earnout provisions for $1MM of such gross sales price); (such financings described above in (x), (y) and Restated Merger Agreement provided(z), furthercollectively, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunderParent Financing”), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financing. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at Closing. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) in accordance with this Section 8.03, Parent shall provide a copy thereof to the Company and the term “Debt Commitment Letters” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modified.

Parent Financing. (a) Parent shall use its reasonable best efforts toto take, or cause to be taken, all actions and shall to do, or cause its Subsidiaries to use reasonable best efforts tobe done, all things necessary to obtain and consummate the Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters (including the “market flex” provisions in any Debt Commitment Letter or Fee Letter) Financing, including using its reasonable best efforts to (i) negotiate maintain in effect the Amended Credit Agreement and enter into the Debt Financing Documents on such terms and conditions (as such terms may be modified or adjusted in accordance with (x) the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03)commitments provided for thereunder, (ii) if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable precedent to Parent and Merger Subsidiary contained drawing down funds set forth in the Debt Commitment Letters that are within its or their control, Amended Credit Agreement in connection with the Financing and (iii) cause in the lenders party to event that all conditions in the Debt Commitment Letters to fund at the Closing the full amount of Amended Credit Agreement have been satisfied, consummate the Financing required at or prior to consummate Closing. In addition, from and after the transactions contemplated by this Agreementdate hereof, if all Parent shall not, and shall not permit any of its Subsidiaries to, draw down proceeds under the conditions to Amended Credit Facility or reduce the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) the Debt Commitment Letters and (y) commitments thereunder to the extent necessary that, after giving effect to obtain and consummate the Financingsuch draw down or reduction, the Existing remaining amounts available to be drawn down by Parent under the Amended Credit FacilityFacility (together with any immediately available funds then available, and which will be available at the Closing, to Parent) would not be sufficient to fund the payment of the aggregate Merger Consideration and all other amounts required to be paid pursuant to Article 2 and all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives pursuant to this Agreement that are required to be paid in connection with the Closing. After the date hereof until the Closing, Parent shall not agree to any amendment or modification to be made to, or to any waiver of any provision or remedyremedy under, under the Debt Commitment Letters or the Existing Amended Credit Facility Agreement without the prior written consent of the Company; provided that notwithstanding Company if such amendments, modifications or waivers would reasonably be expected to (w) reduce the foregoing aggregate amount of funds or commitments available to Parent shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior Amended Credit Facility below the amount required to consummate the Merger in accordance with this Agreement and pay all related fees and expenses required to be paid in connection with the Closing, (x) impose new or additional conditions precedent to the initial funding drawdown of funds pursuant to the Amended Credit Agreement or (y) prevent, impede or materially delay the availability of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financing. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at Closing. Upon any amendment, supplement or modification of or waiver to the Debt Commitment Letters or the Existing Amended Credit Facility (as the case may be) Agreement in accordance with this Section 8.03, Parent shall provide a copy thereof to the Company and the term “Debt Commitment LettersAmended Credit Agreement” shall mean the Debt Commitment Letters Amended Credit Agreement as so amended, supplemented supplemented, modified or modified waived (it being understood that delivery of any document (to the extent any such document is included in materials otherwise filed with the SEC) required to be delivered pursuant to this Section 8.03 may be satisfied with respect to such document by the filing of Parent’s Form 10-K or 10-Q or 8-K, as applicable, with the SEC, it being understood that any such documents shall be deemed to have been delivered to the Company on the later of the date (A) such documents are posted on the SEC’s website on the Internet at xxx.xxx.xxx and (B) on which Parent provides notice of such posting to the term “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modifiedCompany).

Parent Financing. (a) Parent and Merger Sub shall use its their respective reasonable best efforts toto take, or cause to be taken, all actions and shall to do, or cause its Subsidiaries to use reasonable best efforts tobe done, obtain all things necessary, proper or advisable to arrange and consummate the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters Financing Commitments (including the complying with any request exercising so-called “market flex” provisions in any Debt Commitment Letter or Fee Letter) contained therein), including using its reasonable best efforts to (i) negotiate and enter into maintain in effect the Debt Financing Documents on such terms and conditions (as such terms may be modified or adjusted in accordance with (x) the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03)Commitments, (ii) if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained funding in the Debt Commitment Letters that are within its or their controlFinancing Commitments and such definitive agreements to be entered into pursuant thereto, (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Debt Financing Commitments (including any “flex” provisions contained therein) prior to the Closing Date, (iv) enforce its rights under the Debt Financing Commitments and (v) in the event that all conditions in the Debt Financing Commitments have been satisfied, cause the lenders party and other Persons providing Debt Financing to fund on the Closing Date the Debt Financing required to consummate the Merger and the other transactions contemplated hereby. To the extent requested by the Company from time to time, Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Debt Financing (or Alternative Financing) and Parent shall provide to the Company copies of all documents related to the Debt Commitment Letters to fund at Financing (or Alternative Financing). In the Closing the full amount event any portion of the Debt Financing required becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Financing Commitments for any reason (A) Parent shall promptly notify the Company in writing and (B) Parent and Merger Sub shall use their reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources (the “Alternative Financing”) in an amount, when added with Parent and Merger Sub’s existing cash on hand, sufficient to consummate the transactions contemplated by this Agreement, if all which would not (i) involve terms and conditions that are materially less beneficial to Parent or Merger Sub, (ii) involve any conditions to funding the Debt Financing that are not contained in the Debt Financing Commitments and (iii) would not reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated by this Agreement. In furtherance of, and not in limitation of, the foregoing, in the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor, but any bridge facilities contemplated by the Debt Financing Commitments (or alternative bridge facilities obtained in accordance with this Section 7.9(a)) are available on the terms and conditions described in the Debt Financing Commitments (or replacements thereof), then Parent shall cause the proceeds of such bridge financing to be used in lieu of such contemplated Debt Financing as promptly as practicable. Without limiting the generality of the foregoing, Parent shall promptly notify the Company in writing (A) if there exists any breach, default, repudiation, cancellation or termination by any party to the Closing contained in Article 9 are satisfied Debt Financing Commitments (or waived any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach, default, repudiation, cancellation or termination), (B) of the receipt by Parent or Merger Sub of any written notice or other than those conditions that written communication from any lender or other Debt Financing Source with respect to any actual breach, default, repudiation, cancellation or termination by their terms are any party to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) the Debt Commitment Letters and Financing Commitments or (yC) if for any reason Parent or Merger Sub believes in good faith that (I) there is (or there is reasonably likely to be) a dispute or disagreement between or among any parties to any Debt Financing Commitments or any definitive document related to the extent necessary Debt Financing or (II) there is a reasonable possibility that it will not be able to obtain and consummate all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Financing Commitments or the definitive documents related to the Debt Financing. As soon as reasonably practicable, Parent shall provide any information reasonably requested by the Existing Credit FacilityCompany relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Parent and Merger Sub shall not (without the prior written consent of the Company) consent or agree to any amendment amendment, replacement, supplement or modification to be made to, or any waiver of any provision or remedyunder, under the Debt Commitment Letters Financing Commitments or the Existing Credit Facility without definitive agreements relating to the prior written Debt Financing if such amendment, replacement, supplement, modification or waiver (1) decreases the aggregate amount of the Debt Financing to an amount that would be less than an amount that would be required to consummate the Merger and make the other payments required to be made by Parent, Merger Sub or the Surviving Company hereunder or otherwise contemplated in connection herewith and repay or refinance the debt contemplated in this Agreement or the Debt Financing Commitments, (2) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing, (3) would reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated by this Agreement, or (4) adversely impacts the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Financing Commitments. Parent shall furnish to the Company a copy of any amendment, modification, waiver or consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted or relating to amend the Debt Commitment Letters (A) Financing Commitments promptly upon execution thereof. Parent and Merger Sub shall use their reasonable best efforts to maintain the effectiveness of the Debt Financing Commitments until the transactions contemplated by this Agreement are consummated. Notwithstanding the immediately foregoing two sentences, for the avoidance of doubt, Parent and Merger Sub may amend, replace, supplement and/or modify the Debt Financing Commitments solely to add purchasers, lenders, lead arrangers, book-runnersbookrunners, syndication agents or similar entities as parties thereto who had not executed any the Debt Commitment Letter Financing Commitments as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financinghereof. Parent shall payprovide the Company, or cause upon reasonable request, with such information and documentation as shall be reasonably necessary to be paid, as allow the same shall become due and payable, all fees and other amounts payable under Company to monitor the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding progress of the full amount of the Financing at Closingsuch financing activities. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) in accordance with this Section 8.03Financing Commitments, Parent shall provide a copy thereof to the Company and the term “Debt Commitment Letters” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modified.the

Parent Financing. (a) Parent and Merger Sub shall use its commercially reasonable best efforts toto take, or cause to be taken, all actions and shall to do, or cause its Subsidiaries to use reasonable best efforts tobe done, obtain all things necessary, proper or advisable to arrange and consummate the Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters (including the “market flex” provisions in any Debt Commitment Letter or Fee Letter) Financing Commitments, including using its reasonable best efforts to (i) maintain in full force and effect the Financing Commitments until the earliest of the Table of Contents consummation of the transactions contemplated hereby, the termination of this Agreement or the time at which any Alternative Financing is obtained, (ii) satisfy on a timely basis, to the extent within their control, all conditions to funding in the Debt Financing Commitments and such definitive agreements to be entered into pursuant thereto (including by consummating the Equity Financing at or prior to the Closing), (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Debt Financing Documents on such terms and conditions Commitments (as such terms may be modified or adjusted in accordance with (x) the terms of, and within the limits of including any such “market flex” provisions contained therein) or otherwise consistent in all material respects with the Debt Financing Commitments and on other terms that would not (yA) reduce the aggregate principal amount of the Debt Financing to an amount that would be less than an amount that would be required to consummate the Merger and make the other payments required by Parent, Merger Sub and the Surviving Corporation hereunder or otherwise contemplated in connection herewith and repay or refinance the debt contemplated in this Section 8.03), Agreement or the Financing Commitments (iiunless the Equity Financing is increased by a corresponding amount) if all or (B) impose new or additional conditions or otherwise adversely amend or modify any of the conditions to the receipt of the Financing, in each case, in a manner that would reasonably be expected to prevent or materially delay the receipt of the Debt Financing prior to the Closing contained Date, (iv) enforce its rights under the Debt Financing Commitments and (v) in Article 9 are satisfied the event that all conditions in the Debt Financing Commitments have been satisfied, cause the lenders and other Persons providing Debt Financing to fund on the Closing Date the Debt Financing required to consummate the Merger and the other transactions contemplated hereby. Parent shall use its reasonable best efforts to obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waived waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their terms nature are to be satisfied or waived at the Closing Closing, but subject to the satisfaction or will be satisfied waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Financing (or waived upon fundingAlternative Financing) and Parent shall provide to the Marketing Period has ended, satisfy on a timely basis Company copies of all documents reasonably requested by the Company related to the Financing (or obtain Alternative Financing), except that provisions related to fees, pricing, “market flex” (other than any structure flex) and other customary economic terms may be redacted in a waiver ofcustomary manner; provided, that in no event will Parent or Merger Sub be under any obligation to disclose any information that (x) all is subject to attorney-client, attorney work product or other legal privilege or doctrine if Parent or Merger Sub shall have used its commercially reasonable efforts to disclose such information in a manner that would not waive such privilege or doctrine or (y) would contravene any applicable Law. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions applicable to contemplated in the Debt Financing Commitments for any reason (A) Parent shall promptly notify the Company in writing and (B) Parent and Merger Subsidiary contained Sub shall use, and shall cause their respective subsidiaries to use, their reasonable best efforts to arrange to obtain alternative financing from alternative sources (the “Alternative Financing”) in an amount, when added with Parent and Merger Sub’s existing cash on hand and the Debt Commitment Letters that are within its or their controlEquity Financing Commitment, (iii) cause the lenders party to the Debt Commitment Letters to fund at the Closing the full amount of the Financing required sufficient to consummate the transactions contemplated by this AgreementAgreement as promptly as practicable following the occurrence of such event, if all which would not (i) involve terms and conditions that are materially less beneficial to Parent or Merger Sub, (ii) involve any conditions to funding the Debt Financing that are not contained in the Debt Financing Commitments and (iii) would not reasonably be expected to prevent, impede or delay the consummation of the conditions Debt Financing or such Alternative Financing or the transactions contemplated by this Agreement. Without Table of Contents limiting the generality of the foregoing, Parent shall promptly notify the Company in writing (A) if Parent becomes aware that there exists any breach, default, repudiation, cancellation or termination by any party to the Closing contained Financing Commitments (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach, default, repudiation, cancellation or termination), (B) of the receipt by Parent or Merger Sub of any written notice or other written communication from any lender or other debt financing source with respect to any actual breach, default, repudiation, cancellation or termination by any party to the Financing Commitments or (C) if for any reason Parent or Merger Sub believes in Article 9 are satisfied good faith that (I) there is (or waived there is reasonably likely to be) a dispute or disagreement between or among any parties to any Financing Commitments or any definitive document related to the Financing or (other than those conditions II) there is a reasonable possibility that it will not be able to obtain all or any portion of the Financing on the material terms, in the manner or from the sources contemplated by their terms are the Financing Commitments or the definitive documents related to the Financing (including the “flex” provisions set forth in the fee letter). As soon as reasonably practicable, Parent shall provide any information reasonably requested in writing by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence that is in Parent’s possession; provided, that in no event will Parent or Merger Sub be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under any obligation to disclose any information that (x) the Debt Commitment Letters and is subject to attorney-client, attorney work product or other legal privilege or doctrine if Parent or Merger Sub shall have used its commercially reasonable efforts to disclose such information in a manner that would not waive such privilege or doctrine or (y) to the extent necessary to obtain would contravene any applicable Law. Parent, Merger Sub and consummate the Financing, the Existing Credit Facility. Parent Guarantor shall not (without the prior written consent of the Company) consent or agree to any amendment amendment, replacement, supplement or modification to be made to, or any waiver of any provision under, the Financing Commitments or remedythe definitive agreements relating to the Financing if such amendment, under replacement, supplement, modification or waiver (1) decreases the aggregate amount of the Financing to an amount that would be less than an amount that would be required to consummate the Merger and make the other payments required by Parent, Merger Sub and the Surviving Corporation hereunder or otherwise contemplated in connection herewith and repay or refinance the debt contemplated in this Agreement or the Financing Commitments, (2) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing, (3) could reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated by this Agreement, or (4) adversely impacts the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Commitments. Parent shall furnish to the Company a copy of any amendment, modification, waiver or consent of or relating to the Financing Commitments promptly upon execution thereof. Parent and Merger Sub shall use their reasonable best efforts to maintain the effectiveness of the Financing Commitments until the transactions contemplated by this Agreement are consummated; provided, however, for the avoidance of doubt, Parent and Merger Sub may amend, replace, supplement and/or modify the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend the Debt Commitment Letters (A) Financing Commitments to add purchasers, lenders, lead arrangers, book-runnersbookrunners, syndication agents or similar entities as parties thereto who had not executed any the Debt Commitment Letter Financing Commitments as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financinghereof. Parent shall pay, or cause allow the Company to be paid, as reasonably consult with the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and providers of the Debt Financing Documents on the status of such financing and provide the Company, upon reasonable request, with such information and documentation as required for funding shall be reasonably necessary to allow the Company to monitor the progress of the full amount of the Financing at Closingsuch financing activities. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) Financing Commitments made in accordance compliance with this Section 8.036.12(a), Parent shall provide a copy thereof to the Company and the term “Debt Commitment Letters” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modified.Table of Contents

Parent Financing. (a) During the period commencing on the date of this Agreement and ending on the Closing Date, the Parent shall use its reasonable best efforts toto take, and shall cause its Subsidiaries to use reasonable best efforts tobe taken, obtain all actions and consummate the Financing to do, or cause to be done, all things necessary, proper or advisable so that there will be on the terms and conditions described Closing Date revolving credit commitments in or contemplated by an amount at least equal to the Debt Commitment Letters (including Minimum Available Credit available to be drawn under the “market flex” provisions in any Debt Commitment Letter or Fee Letter) including using its reasonable best efforts to (i) negotiate and enter into Parent Credit Facility for the Debt Financing Documents on such terms and conditions (as such terms may be modified or adjusted in accordance with (x) purpose of funding the terms of, and within the limits payment of any such “market flex” provisions and (y) this Section 8.03), (ii) if all a portion of the conditions Purchase Price to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at Sellers. Without limiting the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Debt Commitment Letters that are within its or their control, (iii) cause the lenders party to the Debt Commitment Letters to fund at the Closing the full amount generality of the Financing required to consummate the transactions contemplated by this Agreement, if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) the Debt Commitment Letters and (y) to the extent necessary to obtain and consummate the Financingforegoing, the Existing Credit Facility. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financing. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at Closing. Upon any amendment, supplement or other modification of, or waive any of its rights under, the Parent Credit Facility if such amendment, supplement, modification or waiver would reasonably be expected to (i) reduce the aggregate amount of the Debt Commitment Letters revolving credit commitments that are available on the Closing to be drawn for the purpose of funding the payment of a portion of the Purchase Price to an amount less than the Minimum Available Credit or (ii) modify the Existing conditions to the making of borrowings under the Parent Credit Facility in a manner that could reasonably be expected to prevent or delay the Closing. (b) The Sellers hereby acknowledge that the Parent has advised them that, in order to obtain a portion of the funding required for the payment of the Purchase Price pursuant to this Agreement, the Parent will need to complete (i) a successful Parent Equity Offering, and realize net proceeds therefrom in an aggregate amount equal to at least $125 million or (ii) complete one or more successful Other Parent Offerings, it being expressly agreed and acknowledged by each of the parties that the obligations of the Parent and the Purchaser to consummate the transactions contemplated in the Agreement shall not be subject to the success of the Parent Equity Offering or any Other Parent Offerings or to the availability of the Minimum Available Credit. The Parent intends to prepare and file with the SEC a prospectus supplement (the “Prospectus Supplement”) to the prospectus contained in its currently effective registration statement on Form S-3 (SEC File No. 333-181767) (the “Registration Statement”) for the purpose of carrying out the Parent Equity Offering, which Prospectus Supplement will include the Financial Statements, as well as other information relating to the case may beBusiness. (c) in accordance with this Section 8.03, Parent The Sellers shall provide a copy thereof such assistance and cooperation to the Company Parent as it may reasonably request in connection with the Parent’s efforts to consummate any Parent Equity Offering or Other Parent Offering to be carried out prior to the Closing (each, a “Parent Offering”), including (i) participating in a reasonable number of customary due diligence or drafting sessions with the Parent and its lenders party to the Parent Credit Facility, the underwriters or placement agents or initial purchasers of any Parent Offering and their respective advisors, (ii) reasonably cooperating with prospective underwriters, placement agents or initial purchasers and their respective advisors in performing their reviews and due diligence investigation of the Assets, Assumed Liabilities and the term Business, (iii) assisting with the preparation by the Parent of materials related to the Assets, Assumed Liabilities or Business for rating agency presentations, the Prospectus Supplement and any other offering documents, private placement memoranda, bank information memoranda or prospectuses and similar documents necessary or customary in connection with any Parent Offering (collectively, “Debt Commitment Letters” shall mean Offering Documentation”), (iv) authorizing the Debt Commitment Letters as so amended, supplemented or modified inclusion of the Financial Statements in the Offering Documentation and the term filing of this Agreement with the SEC as an exhibit to certain documents incorporated by reference therein (and the Sellers do hereby authorize the inclusion of the Financial Statements and the filing of this Agreement with the SEC) and the inclusion of all other financial statements and financial and other information of the Sellers related to the Business that are required in connection with any Parent Offering under the Securities Act or by the SEC or are reasonably requested by the underwriters, placement agents or initial purchasers of any Parent Offering, (any information authorized for such inclusion, other than this Agreement, “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modified.Seller Information”)

Parent Financing. (a) Parent shall use its commercially reasonable best efforts toto take, or cause to be taken, all actions and shall do, or cause its Subsidiaries to use reasonable best efforts tobe done, as promptly as possible, all things necessary, proper or advisable to arrange and obtain and consummate the Financing on the terms and conditions described in the Commitment Letters (including any flex provisions in any fee letter), including using commercial reasonable efforts to maintain in effect the Commitment Letters and to, as promptly as possible, (i) satisfy, or cause to be satisfied, on a timely basis, or obtain a waiver of, all conditions precedent in the Commitment Letters applicable to Parent and its Affiliates, (ii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letters Letter (including or on terms that are not less favorable in the “market flex” provisions aggregate to Parent than the terms and conditions set forth in any the Debt Commitment Letter in effect on the date hereof), (iii) in the event that all conditions to the funding or Fee Letter) investing, as applicable, of the Financing have been satisfied and to the extent such proceeds are required to consummate the Transactions, consummate the Financing at or prior to the Closing, including using commercially reasonable efforts to cause the Financing Sources providing the Financing to fund at Closing, (iv) enforce its rights under the Commitment Letters and (v) comply with its obligations under the Commitment Letters and, in the case of the Debt Commitment Letter, any related definitive agreement. (b) Parent shall keep the Company reasonably informed on a prompt basis and in reasonable detail of material developments in respect of the Financing. Without limiting the generality of the foregoing, Parent shall give the Company prompt (and in any event within three Business Days) written notice (i) of any threatened or actual breach or default by Parent or any other party to either Commitment Letter or other definitive agreements with respect thereto (such definitive agreements related to the Debt Financing, collectively, with the Debt Commitment Letter, “Debt Documents”) which could reasonably be expected to affect the conditionality, timing, availability or quantum of the Financing or any threatened or actual termination of either Commitment Letter, (ii) if and when Parent receives notice from any Financing Source that any portion of the Financing contemplated by either Commitment Letter is not reasonably expected to be available for the Financing Purposes (other than as a result of any amendment, termination or modification of the Debt Commitment Letter in accordance with the terms of this Section 8.20), (iii) of the receipt of any written notice or other written communication from any party to either Commitment Letter with respect to any actual or potential breach, default, termination or repudiation by any party to any Commitment Letter or other Debt Document or material dispute or disagreement between or among any parties to any Debt Document (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or Debt Documents), and (iv) of any expiration or termination of either Commitment Letter or other Debt Document; provided that in no event will Parent or any Affiliate thereof be under any obligation to disclose any information pursuant to this Section 8.20(b) that is subject to attorney client or similar privilege if Parent shall have used its reasonable best efforts to disclose such information in a way that would not waive such privilege. (c) Parent shall not, without the Company’s prior written consent, permit or consent to any amendment, supplement or modification to be made to the Equity Commitment Letter if such amendment, supplement or modification would or could reasonably be expected to (i) negotiate and enter into delay, prevent or make less likely to occur the Debt Financing Documents on such terms and conditions (as such terms may be modified or adjusted in accordance with (x) funding of the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03)Equity Financing, (ii) if all reduce (or could have the effect of reducing) the aggregate amount of the Equity Financing under the Equity Commitment Letter (other than as a result of an assignment of an Equity Financing Source’s commitment to another Equity Financing Source), (iii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the Closing contained receipt of the Equity Financing, in Article 9 are satisfied each case in a manner that could reasonably be expected to delay or waived (other than those conditions that by their terms are prevent or make less likely to be satisfied or waived occur the funding of the Equity Financing at the Closing or will be satisfied or waived upon funding(iv) and otherwise adversely impact the Marketing Period has ended, satisfy on a timely basis ability of Parent to enforce its rights against the other parties to the Equity Commitment Letter (including any right to seek or obtain a waiver ofspecific performance of the Equity Commitment Letter). (d) all conditions applicable Parent shall not, without the Company’s prior written consent, permit or consent to Parent and Merger Subsidiary contained in any amendment, supplement or modification to be made to the Debt Commitment Letters that are within its Letter if such amendment, supplement or their controlmodification would or could reasonably be expected to (i) delay, prevent or make less likely to occur the funding of the Debt Financing to the extent the Debt Financing is required to consummate the Transactions, (ii) reduce (or could have the effect of reducing) the aggregate amount of the Debt Financing under the Debt Commitment Letter, to the extent such Financing is required to consummate the Transactions, (iii) cause the lenders party to the Debt Commitment Letters to fund at the Closing the full amount of the Financing required to consummate the transactions contemplated by this Agreementimpose new or additional conditions or otherwise expand, if all amend or modify any of the conditions to the Closing contained receipt of the Debt Financing, in Article 9 are satisfied each case in a manner that could reasonably be expected to delay or waived (other than those conditions that by their terms are prevent or make less likely to be satisfied or waived occur the funding of the Debt Financing at the Closing Closing, to the extent the Debt Financing is required to consummate the Transactions or will be satisfied or waived upon funding) and (iv) maintain otherwise adversely impact the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter or (prior to Closing) the definitive agreements with respect thereto, in effect each case, to the extent the Debt Financing is required to consummate the Transactions (including any right to seek or obtain specific performance of the Debt Commitment Letter); provided that Parent may amend, amend and comply with restate, replace, supplement, or otherwise modify or waive any of its obligations under rights under, the Debt Commitment Letter, so long as any such amendment, replacement, supplement, or other modification to or waiver of any provisions of such Debt Commitment Letter shall not (x) expand upon the Debt Commitment Letters and (y) conditions precedent to the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except Debt Financing as set forth in the Debt Commitment Letters Letter or otherwise modify the Debt Commitment Letter in respect a manner that, in each case, would, or would reasonably be likely to, prevent, impede, or delay the Closing, (y) reduce the amount of the “Additional Initial Lenders” Debt Financing or reduce the Debt Financing Sources’ commitments under the Debt Commitment Letter (other than as defined thereunder)a result of an assignment of a Debt Financing Source’s commitment to another Debt Financing Source) unless such reduced amount, when combined with the Equity Financing (including any increase thereto) and cash and other sources of immediately available funds that are accessible to Parent, is sufficient to satisfy Parent’s obligations contemplated by this Agreement, or (Bz) so long adversely affect in any material respect the ability of Parent to enforce its rights against the Debt Financing Sources or under the Debt Commitment Letter; provided, further, that to the extent lender or holder consent, as such amendments applicable, to the Transactions is provided under the Existing Term Loan Facility, Existing Revolving Facility, Existing Notes or modifications do notCompany Preference Shares, Parent (or its applicable Affiliate) may amend or terminate, or could not be reasonably expected tootherwise modify or supplement, materially delay, prevent the Debt Commitment Letter or adversely affect the Closing or the consummation any of the FinancingDebt Documents, as applicable, to reduce the commitments provided under the Debt Commitment Letter in an amount up to the aggregate amount outstanding, plus the amount of any undrawn commitments, under the applicable Existing Facility. Parent shall paypromptly furnish to the Company true and complete copies of any amendment, replacement, supplement, modification, consent or waiver relating to the Debt Commitment Letter following the execution thereof. For purposes of this Agreement (other than representations made as of a prior date), references to the “Debt Commitment Letter” shall include such document(s) as permitted or required by this Section 8.20 to be amended, supplemented, modified or waived, in each case from and after such amendment, supplement, modification or waiver. (e) In the event any portion of the Debt Financing becomes unavailable on the terms and conditions in the Debt Commitment Letter (including, as necessary, any flex terms applicable thereto or to any related fee letter) (any such event or circumstance, a “Financing Failure Event”) and is needed to consummate the Transactions, Parent shall use its commercially reasonable efforts to arrange to obtain, or cause to be paidobtained, as the same shall become due and payablealternative financing, all fees and including by reason of capital markets, securities or other amounts payable under the Debt Commitment Lettersfinancing transactions, Fee Letters and the Debt Financing Documents as required for funding of the full in an amount sufficient to replace any unavailable portion of the Financing at Closing. Upon any amendment(“Alternative Financing”) as promptly as practicable following the occurrence of such Financing Failure Event, supplement or modification (i) on (A) economic terms and (B) other terms, in each case, that are not materially less favorable in the aggregate when taken as a whole to Parent than the terms of the Debt Commitment Letters or Letter (including any flex terms applicable thereto) and (ii) containing conditions to draw, conditions to Closing and other terms that would be permitted if effected pursuant to an amendment to the Existing Credit Facility (as the case may be) Debt Commitment Letter in accordance with Section 8.20(d). The provisions of Section 8.19 and this Section 8.038.20 shall be applicable to the Alternative Financing, and, for the purposes of this Agreement, all references to the Debt Financing shall be deemed to include such Alternative Financing, all references to Debt Documents shall include the applicable documents for the Alternative Financing, and all references to the Lenders shall include the Persons providing or arranging the Alternative Financing. In the event Parent has obtained any other substitute or supplemental financing, the proceeds of which are received on or after the Closing Date and which amount, if applicable, substitutes an equivalent portion of the Debt Financing, for the purposes of this Agreement, all references to the Debt Financing shall be deemed to include such substitute financing. (f) Parent shall, and shall cause its Affiliates to, refrain from taking, directly or indirectly, any action that would reasonably be expected to result in the failure of any of the conditions contained in the Commitment Letters or in any definitive agreement relating to the Financing. Parent acknowledges and agrees that none of the obtaining of the Financing or any permitted alternative financing, the completion of any issuance of securities contemplated by the Financing, or the Company or any of its Affiliates having or maintaining any available cash balances is a condition to the Closing, and reaffirm their obligation to consummate the Transactions irrespective and independently of the availability of the Financing or any permitted alternative financing, the completion of any such issuance, or the Company or any of its Affiliates having or maintaining any available cash balances, subject to the applicable conditions set forth in Section 9.1 and Section 9.2. Subject to Section 11.7, if the Financing has not been obtained, Parent shall provide a copy thereof will continue to be obligated, subject to the Company satisfaction or waiver of the conditions set forth in Section 9.1 and Section 9.2, to consummate the term “Debt Commitment Letters” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modifiedTransactions.

Parent Financing. (a) (i) Parent and Merger Sub shall use its their respective reasonable best efforts toto take, or cause to be taken, all actions and shall to do, or cause its Subsidiaries to use reasonable best efforts tobe done, obtain all things necessary to arrange and consummate the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters Financing Commitments (including the taking into account any “market flex” provisions in the related fee letter) or on terms and conditions that are no less favorable in the aggregate to the Parent Parties (as determined by the Parent Parties in good faith) than the terms and conditions contained in the Debt Financing Commitments (taking into account any Debt Commitment Letter or Fee Letter) “market flex” provisions in the related fee letter), including using its reasonable best efforts to (i) maintain in effect the Debt Financing Commitments, (ii) satisfy (or, if deemed advisable by the Parent Parties, to obtain the waiver of) on a timely basis (taking into account the timing of the Marketing Period) all conditions to funding in the Debt Financing Commitments that are within the control of the Parent Parties, (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Debt Financing Documents on such terms and conditions Commitments (as such terms may be modified or adjusted in accordance with (x) the terms of, and within the limits of taking into account any such “market flex” provisions and (yin the related fee letter) this Section 8.03), (ii) if all of the conditions at or prior to the Closing contained in Article 9 are satisfied or waived (other than those on terms and conditions that are no less favorable in the aggregate to the Parent Parties (as determined by their the Parent Parties in good faith) than terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Debt Commitment Letters that are within its or their controlFinancing Commitments (including any “market flex” provisions in the related fee letter); provided that, notwithstanding anything to the contrary, the documentation relating to the bridge loan facilities contemplated by the Debt Financing Commitments shall not be required until reasonably necessary in connection with the funding of the Debt Financing, (iiiiv) enforce its rights under the Debt Financing Commitments and (v) in the event that all conditions in the Debt Financing Commitments have been satisfied or waived, use reasonable best efforts to cause the lenders party to the Debt Commitment Letters Financing Commitments to fund at on the Closing Date the full amount Debt Financing necessary to fund, in part, the Required Amount (which may include litigation pursued in good faith). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed on a reasonably current basis of the Financing required status of its efforts to consummate the transactions contemplated by this Agreement, if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) arrange the Debt Commitment Letters and Financing (yor Alternative Financing) to and, upon the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent reasonable request of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financing. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at Closing. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) in accordance with this Section 8.03, Parent shall provide a copy thereof to the Company and copies of the term “Debt Commitment Letters” shall mean definitive agreements related to the Debt Commitment Letters as so amended, supplemented Financing (or modified and Alternative Financing) for the term “Existing Credit Facility” shall mean purpose of monitoring the Existing Credit Facility as so amended, supplemented or modifiedprogress of the financing activities.

Parent Financing. (a) Parent and Merger Sub shall use its their respective reasonable best efforts toto take, or cause to be taken, all actions and shall to do, or cause its Subsidiaries to use reasonable best efforts tobe done, obtain all things reasonably necessary to arrange and consummate the Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters (including the “market flex” provisions in any Debt Commitment Letter or Fee Letter) Financing Commitments, including using its reasonable best efforts to, to the extent necessary to fund the Required Amount: (i) maintain in effect the Financing Commitments, (ii) satisfy (or obtain waivers to) on a timely basis all conditions applicable to Parent or Merger Sub to funding in the Debt Financing Commitments and the definitive agreements to be entered into pursuant thereto (including by consummating the Equity Financing substantially concurrently therewith), (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Debt Financing Documents Commitments prior to the Closing Date and (iv) enforce its rights under the Financing Commitments and consummate the Financing prior to or at the Closing. In the event any portion of the Debt Financing becomes unavailable on such the terms and conditions (as such terms may be modified contemplated in the Debt Financing Commitments or adjusted in accordance the definitive agreements with (x) respect thereto, or unfavorable from the terms ofstandpoint of Parent and/or Merger Sub, and within the limits of any such “market flex” provisions and (y) this Section 8.03), (ii) if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained Sub shall promptly so notify the Company and use their reasonable best efforts to arrange to obtain alternative financing (the “Alternative Financing”), including from alternative sources, as promptly as practicable following the occurrence of such event in an amount, when added with Parent and Merger Sub’s existing cash on hand and the Debt Commitment Letters that are within its or their controlEquity Financing Commitments, (iii) cause the lenders party to the Debt Commitment Letters to fund at the Closing the full amount of the Financing required sufficient to consummate the transactions contemplated by this Agreement, if all which Alternative Financing would not involve terms and conditions in the aggregate that are less favorable, from the standpoint of the conditions Company, to Parent or Merger Sub than the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain Debt Financing Commitments as in effect on the date hereof. None of Parent and comply with its obligations under (x) the Debt Commitment Letters and (y) to the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent Merger Sub shall not agree to or permit any amendment amendments or modification to be made modifications to, or grant any waiver of waivers of, any condition or other provision or remedy, under the Debt Commitment Letters Financing Commitments or the Existing Credit Facility any definitive agreements with respect thereto without the prior written consent of the Company; provided that notwithstanding Company if such amendments, modifications or waivers would (i) reduce the foregoing Parent shall be permitted to amend aggregate amount of the Debt Commitment Letters Financing which would cause the Financing to be less than the Required Amount, or (ii) impose new or additional conditions to the Debt Financing or otherwise expand, amend or modify the Debt Financing in a manner that would reasonably be expected to (A) prevent or materially delay the ability of Parent or Merger Sub to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of consummate the date of this Amended Merger and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), other transactions contemplated hereby or (B) so long as such amendments adversely impact in any material respect the ability of Parent or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect Merger Sub to enforce its rights against the Closing or the consummation of the Financing. Parent shall pay, or cause other parties to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at ClosingCommitments or any definitive agreements with respect thereto. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) Financing Commitments made in accordance compliance with this Section 8.036.11, Parent shall provide a copy thereof to the Company (except that the commitment letters (including the term sheet annexed thereto) and the fee letter are subject to redactions of commercially sensitive information)) and the term “Debt Commitment LettersFinancing Commitments” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility Financing Commitments as so amended, supplemented or modified, including any Alternative Financing. None of Parent and Merger Sub shall request to the Debt Financing Sources any amendments and/or supplements to the Debt Financing Commitments, any definitive agreements with respect thereto or any other documents delivered thereunder or in relation thereto (including this Agreement) in connection with the minimum cash deposit requirement as set forth in Section 7.2(e) hereto without the prior written consent of the Company; provided that, any request for amendments or supplements with terms more favorable to the Company than the relevant terms in the Debt Financing Commitments shall not require the prior written consent of the Company so long as it would not give rise to a termination of the Debt Financing Commitment by the lender thereunder. With regard to any reasonable request from the Company in respect of the terms of the Debt Financing Commitments, Parent shall use commercially reasonable efforts to cooperate with the Debt Financing Sources to amend and supplement the Debt Financing Commitments.

Parent Financing. (a) Parent shall shall, between the date hereof and the Closing, use its reasonable best efforts toto take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to (i) maintain in effect the Debt Commitment Letter, and shall cause its Subsidiaries to use reasonable best efforts tosatisfy the conditions to obtaining the Debt Financing set forth therein that are within Parent’s control, (ii) arrange and obtain and consummate the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters Letter, (including the “market flex” provisions in any Debt Commitment Letter or Fee Letteriii) including using its reasonable best efforts to (i) negotiate and enter into a definitive agreement with respect thereto on the Debt Financing Documents on such terms and conditions (as such terms may no less favorable in the aggregate to Parent or the Surviving Corporation than those contained in the Debt Commitment Letter, which agreement shall be modified in effect at or adjusted in accordance with (x) prior to the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03)Closing, (iiiv) if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and or Merger Subsidiary contained Sub in the Debt Commitment Letters such definitive agreement that are within its or their control, and (iiiv) cause consummate the lenders party to closing of the Debt Commitment Letters to fund at the Closing the full amount of the Financing required to consummate the transactions contemplated by this Agreement, if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) the Debt Commitment Letters and (y) to the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financing. Parent shall paynot, and shall not permit Merger Sub to, agree or to permit any amendment, supplement or other modification of, or cause to be paidwaive any of its rights under, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and Letter that would prevent or materially delay the closing of the Debt Financing Documents as required for funding of without the full amount of the Financing at ClosingCompany’s prior written consent (which consent shall not be unreasonably withheld or delayed). Upon any such amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) Letter in accordance with this Section 8.036.5(a), Parent shall promptly provide a copy thereof to the Company and the term “Debt Commitment LettersLetter” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility Letter as so amended, supplemented or modified. Parent shall provide to the Company true, correct and complete copies of all documents relating to the Debt Financing and shall keep the Company reasonably informed of the status of the financing process relating thereto. If, notwithstanding the use of reasonable best efforts by Parent, any portion of the Debt Financing expires, is terminated or otherwise becomes unavailable prior to the Effective Time, in whole or in part, for any reason, Parent shall (x) immediately notify the Company of such expiration, termination or other unavailability and the reasons therefor and (y) use its reasonable best efforts promptly to arrange for alternative financing to replace the Debt Financing contemplated by such expired, terminated or otherwise unavailable commitments or agreements in an amount at least equal to the amount contemplated by the Debt Commitment Letter, including entering into definitive agreements with respect thereto. Any such alternative financing shall be subject to the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed). Parent shall keep the Company reasonably informed of the status of, and any material developments relating to, Parent’s efforts to arrange the Debt Financing (or any replacement thereof). All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to this Section 6.5 shall be kept confidential in accordance with the Confidentiality Agreement.

Parent Financing. (a) Parent and Merger Sub shall use its their respective reasonable best efforts toto take, or cause to be taken, all actions and shall to do, or cause its Subsidiaries to use reasonable best efforts tobe done, obtain all things reasonably necessary or advisable to arrange and consummate the Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters (including the “market flex” provisions in any Debt Commitment Letter or Fee Letter) Financing Commitments, including using its reasonable best efforts to (i) negotiate maintain in effect the Financing Commitments, provided that Parent and enter into Merger Sub may amend, replace, supplement or modify their debt financing commitments (if applicable) to add or join lenders, lead arrangers, bookrunners, syndication agent or similar entities as parties thereto who have not executed the Debt Financing Documents on such terms and conditions debt financing commitment (if applicable) as such terms may be modified or adjusted in accordance with (x) of the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03)date hereof, (ii) if all of the conditions to the Closing contained in Article 9 are satisfied satisfy (or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon fundingobtain waivers to) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and or Merger Subsidiary contained Sub to funding in the Debt Commitment Letters that are within its or their controlFinancing Commitments and the definitive agreements to be entered into pursuant thereto, and (iii) cause the lenders party to the Debt Commitment Letters to fund at the Closing the full amount of enforce its rights under the Financing required to consummate the transactions contemplated by this Agreement, if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) the Debt Commitment Letters and (y) to the extent necessary to obtain Commitments and consummate the Financing, Financing prior to or at the Existing Credit FacilityClosing. None of Parent and Merger Sub shall not agree to or permit any amendment amendments or modification to be made modifications to, or grant any waiver of waivers of, any condition or other provision or remedy, under the Debt Commitment Letters Financing Commitments or the Existing Credit Facility any definitive agreements with respect thereto without the prior written consent of the Company; provided Company if such amendments, modifications or waivers would (i) reduce the aggregate amount of the Financing or (ii) impose new or additional conditions to the availability of the Financing or otherwise expand, amend or modify the Financing in a manner that notwithstanding the foregoing Parent shall would reasonably be permitted expected to amend the Debt Commitment Letters (A) prevent or materially delay the ability of Parent or Merger Sub to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of consummate the date of this Amended Merger and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), other transactions contemplated hereby or (B) so long as such amendments adversely impact in any material respect the ability of Parent or modifications do not, Merger Sub to enforce its rights against the other parties to the Financing Commitments or could not be reasonably expected to, materially delay, prevent or adversely affect any definitive agreements with respect thereto. Without limiting the Closing or the consummation generality of the Financing. foregoing, neither Parent nor Merger Sub shall pay, release or cause consent to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding termination of the full amount obligations of the financing sources under any Financing at Closing. Upon any amendment, supplement Commitments or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) definitive agreement with respect thereto other than in accordance with this the terms thereof. (b) The Company shall ensure that, at the Closing, the aggregate amount of Available Company Cash shall equal or exceed the Required Available Cash Amount (the “Available Company Cash Financing”) and shall, upon request of Parent at least five (5) Business Days prior to the proposed Closing Date, deposit all or any portion of the Available Company Cash Financing with the Paying Agent as a source of funds for the payment of the aggregate Per Share Merger Consideration pursuant to Section 8.03, 2.1 or make available all or any portion of the Available Company Cash Financing for use as a source of funds for the payment of the aggregate amount payable by Parent and Merger to holders of Vested Company Options pursuant to ‎Section 2.2(b)(iii); provided that (i) the Company and its subsidiaries shall have no liabilities to Parent or Merger Sub to pay any Company Termination Fee or other damages if the Available Company Cash Financing becomes unavailable for any reason and (ii) Parent shall provide a copy thereof use its commercially reasonable efforts to cause the Paying Agent to immediately refund and deliver to the Company all Available Company Cash Financing that has been deposited with the Paying Agent if the Effective Time has not occurred within five (5) Business Days following such deposit by the Company. The Parties shall use their reasonable best efforts to cooperate with each other with respect to the Available Company Cash Financing and shall keep each other reasonably informed on a reasonably current basis of the status of the Available Company Cash Financing. For purposes of this Agreement, “Available Company Cash” means cash of the Company in U.S. dollars in a U.S. dollar denominated bank account of the Company opened at a bank outside the PRC, net of issued but uncleared checks and drafts, available free of any Liens at the Closing for use by Parent and Merger Sub as a source of funds to pay the aggregate Merger Consideration and the term “Debt Commitment Letters” shall mean fees and expenses payable by them in connection with the Debt Commitment Letters as so amended, supplemented or modified Merger and the term “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modifiedother transactions contemplated by this Agreement.

Parent Financing. From and after the Acceptance Date, Parent shall lend, or cause to be lent to, the Company (pursuant to a promissory note or notes, each of which shall bear interest at the rate of 3% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty) cash amounts which the Company may request from time to time be lent to it by Parent for purposes of funding amounts which may become due and payable by the Company in connection with (a) this Agreement and the Transactions (including related fees and expenses), (b) the surrender of the Convertible Notes for conversion by the holders thereof (up to the lesser of $1,000 and the Conversion Value (as such term is defined in the Indenture) for each $1,000 principal amount of Convertible Notes surrendered for conversion) and (c) the settlement upon “Cancellation and Payment” of the Xxxxxxx Warrants pursuant to the Warrant Confirmations (such amounts, the “Parent Financing”). Parent shall promptly deliver to the Company the amount of the Parent Financing requested by the Company by wire transfer of same-day funds to an account previously designated by the Company to the Parent. The Company shall use the proceeds of the Parent Financing solely for the purposes provided in this Section 6.18. The existence of the Parent Financing shall not constitute a breach or violation of any representation, warranty, covenant or agreement of the Company contained herein. If the Company has the right to make an election as to the form of consideration to be paid to the holders of the Convertible Notes or Xxxxxxx Warrants pursuant to the terms of the Indenture or Warrant Confirmations, as applicable, from and after the Acceptance Date, such right shall be exercised by Parent, in its sole and absolute discretion, for and on behalf of the Company, and in connection therewith, the Company shall use its reasonable best efforts to, and shall cause its Subsidiaries to use reasonable best efforts to, obtain and consummate the Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters (including the “market flex” provisions in any Debt Commitment Letter or Fee Letter) including using its reasonable best efforts provide Parent with sufficient notice to (i) negotiate and enter into the Debt Financing Documents on allow Parent to exercise such terms and conditions (as such terms may be modified or adjusted in accordance with (x) the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03), (ii) if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Debt Commitment Letters that are within its or their control, (iii) cause the lenders party to the Debt Commitment Letters to fund at the Closing the full amount of the Financing required to consummate the transactions contemplated by this Agreement, if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) the Debt Commitment Letters and (y) to the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financing. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at Closing. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) in accordance with this Section 8.03, Parent shall provide a copy thereof to the Company and the term “Debt Commitment Letters” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modifiedright.

Parent Financing. (a) Parent shall use its reasonable best efforts toto take, or cause to be taken, all actions and shall to do, or cause its Subsidiaries to use reasonable best efforts tobe done, all things necessary, proper or advisable to arrange and obtain and consummate the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters (Financing Commitments, including the “market flex” provisions in any Debt Commitment Letter or Fee Letter) including using its reasonable best efforts to (i) negotiate and enter into maintain in effect the Debt Financing Documents on such terms and conditions (as such terms may be modified or adjusted in accordance with (x) the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03)Commitments, (ii) if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary Sub to obtaining the Financing (including by consummating the Equity Financing at or prior to the Closing), (iii) enter into definitive agreements with respect thereto on terms and conditions contained in the Debt Financing Commitments or consistent in all material respects with the Debt Financing Commitments, including any “flex” provisions, or on other terms that would not materially and adversely impact the ability of Parent or Merger Sub to timely consummate the transactions contemplated hereby, and (iv) consummate the Financing at or prior to the Closing. Parent shall not, and shall not permit Merger Sub to, agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, any Financing Commitment Letters that are within its or their controlany definitive agreements related to the Financing, in each case, without the Company’s prior written consent (iii) cause the lenders party which consent shall not be unreasonably withheld or delayed), except any such amendment, supplement or other modification to the Debt Commitment Letters Financing Commitments that would not reasonably be expected to fund at prevent, materially impede or materially delay the Closing the full amount consummation of the Debt Financing required to consummate or the transactions contemplated by this AgreementAgreement (it being understood that, if all subject to the requirements of this sentence, such amendment, supplement or other modification of the conditions to Debt Financing Commitments may provide for the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) assignment of a portion of the Debt Financing Commitment Letters to additional agents or arrangers and (ythe granting to such persons of approval rights as are customarily granted to additional agents or arrangers) to the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend hereunder without the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters Company’s prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financing. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at Closingwritten consent. Upon any such amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) Financing Commitments in accordance with this Section 8.036.10(a), Parent shall provide a copy thereof to the Company and the term “Debt Commitment LettersFinancing Commitments” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility Financing Commitments as so amended, supplemented or modified.

Parent Financing. (a) Parent shall use its reasonable best efforts to, and shall cause its Subsidiaries (and their respective Representatives) to use reasonable best efforts to, obtain take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Financing on the terms and subject to the conditions described in or contemplated by the Commitment Letters and the Debt Commitment Fee Letters (including the “market flex” provisions as promptly as reasonably practicable but in any Debt Commitment Letter or Fee Letter) event prior to the Closing Date, including by using its reasonable best efforts to (i) maintain in effect the Commitment Letters, (ii) negotiate and enter into definitive agreements with respect to the Debt Financing Documents on such (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as such terms may be modified or adjusted in accordance with (x) necessary, the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03contained in any Debt Fee Letter), (iiiii) if satisfy (or obtain the waiver of) on a timely basis all conditions, which are within Parent or Merger Sub’s control, in the Commitment Letters and the Definitive Agreements and comply with its obligations thereunder and (iv) enforce its rights under the Commitment Letters. Without limiting the generality of the foregoing, in the event that all conditions to the Closing contained in Article 9 are satisfied or waived the Commitment Letters (other than the consummation of the Merger and those conditions that by their terms nature are to be satisfied or waived at the Closing or will be Closing) have been satisfied or waived upon fundingwaived, Parent shall (1) and use reasonable best efforts to cause the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable Debt Financing Sources to Parent and Merger Subsidiary contained in comply with their respective obligations under the Debt Commitment Letters that are within its or their control, Letter and (iii2) cause the lenders party each Equity Investor to the Debt Commitment Letters to fund at the Closing the full amount of the Financing required to consummate the transactions contemplated by this Agreement, if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) the Debt Equity Commitment Letters and (y) Letter, in each case, including to fund the Financing on the Closing Date, to the extent necessary the proceeds thereof are required to obtain and consummate the Financing, Merger and the Existing Credit Facility. other transactions contemplated hereby. (b) Parent shall not agree to without the prior written consent of the Company: (i) permit any amendment amendment, termination or modification to be made to, or any waiver of any provision or remedyremedy under, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend the any Debt Commitment Letters Fee Letter if such amendment, modification, waiver or remedy: (A) adds new (or adversely modifies any existing) conditions to the consummation of the Financing, (B) reduces the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Debt Fee Letters on the date of this Agreement unless the amount of the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be less than the amount required to pay the Financing Amounts, (C) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent to enforce its rights against the other parties to the Commitment Letters as in effect on the date of this Agreement or (D) otherwise Table of Contents would reasonably be expected to hinder, delay or prevent the Closing. Notwithstanding the foregoing, any amendment, supplement or modification to effectuate any “market flex” terms contained in the Debt Fee Letters provided as of the date hereof or to add purchasersor replace any additional agents, lenders, lead arrangers, book-runnersbookrunners, syndication agents or similar entities who had not executed other financial institutions thereto as provided for in the Debt Commitment Letter (including the replacement of any agents, lenders, lead arrangers, bookrunners or other financial institutions pursuant to an exercise of the Second Lien Preplacement Right (as defined in the Debt Commitment Letter as of the date hereof) that otherwise complies with this Section 7.4(b)) shall be permitted and shall not require written consent of this Amended and Restated Merger Agreement providedthe Company. Parent shall promptly deliver to the Company copies of any written amendment, furthermodification, that no such addition shall relieve waiver or replacement relating to the original Lenders Financing promptly upon execution thereof (including, without limitation, any amendment, modification, waiver or replacement in connection with the exercise of their obligations under the Second Lien Preplacement Right (as defined in the Debt Commitment Letters prior Letter as of the date hereof)). (c) In the event that any portion of the Debt Financing required, together with the portion of the Financing that remains available, to pay the initial funding Financing Amounts becomes unavailable, regardless of the reason therefor, Parent will (i) use reasonable best efforts to obtain alternative debt financing (the “Alternative Financing”) (in an amount sufficient, when taken together with the available portion of the Financing, except to consummate the transactions contemplated by this Agreement and to pay the Financing Amounts) from the same or other sources and which are on terms (taken as a whole) not less favorable to Parent (or its Affiliates) than those set forth in the Debt Commitment Letters Letter and which do not include any conditions to the consummation of such Alternative Financing that are more onerous than the conditions set forth in respect the Debt Financing and (ii) promptly notify the Company of such unavailability. Parent shall deliver to the Company true and complete copies of any commitment letters and any related fee letters (subject, in the case of such fee letters, to redaction solely of fee amounts, pricing caps, original issue discount, “market flex” and other economic provisions that are customarily redacted in connection with transactions of this type, none of which redacted provisions would reasonably be expected to adversely affect the conditionality, enforceability, termination, aggregate principal amount or availability of the Alternative Financing on the Closing Date) with respect to any Alternative Financing. As applicable, for the purposes of this Agreement, (A) the term “Additional Initial LendersCommitment Letters” shall be deemed to include any commitment letter (or similar agreement) with respect to any Alternative Financing arranged in compliance herewith (and any Commitment Letter remaining in effect at the time in question) and (B) the Debt Financing shall include any Alternative Financing. Parent shall provide the Company with (x) prompt written notice of any material breach, default, termination, cancellation or repudiation by any party to the Commitment Letters relating to the Financing and (y) a copy of any written notice or other written communication from any Debt Financing Source with respect to any actual or alleged (in writing) material breach, default, termination, cancellation or repudiation by any party to the Debt Commitment Letter or any Debt Fee Letter. To the extent requested by the Company, Parent shall keep the Company reasonably informed on a reasonably current basis of the status and in reasonable detail of its efforts to consummate the Financing and, upon the Company’s reasonable request, provide to the Company complete, correct and executed copies of the material Definitive Agreements for the Debt Financing. The foregoing notwithstanding, compliance by Parent with this Section 7.4 shall not relieve Parent of its obligations to consummate the transactions contemplated by this Agreement whether or not the Financing is available. (d) From and after the date of this Agreement and prior to the Closing Date, the Company shall use its reasonable best efforts, and shall cause its Subsidiaries (and their respective Representatives) to use reasonable best efforts, to provide customary cooperation with Parent and Merger Sub, in each case, at Parent’s sole cost and expense, as defined thereunderis customary for financings of the type contemplated in the Debt Commitment Letter in connection with the arrangement of the Debt Financing (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Affiliates), including using reasonable best efforts to, in each case to the extent reasonably requested by Parent in writing (for the avoidance of doubt, email correspondence being sufficient): (i) furnish Parent the Required Financial Information; Table of Contents (ii) assist in preparation for and participate in a reasonable number of investor and lender meetings (including a reasonable and limited number of one-on-one meetings and calls that are requested in advance with or by the parties acting as lead arrangers or agents for, and prospective lenders of, the Debt Financing), presentations, road shows, due diligence sessions and sessions with rating agencies and accountants, at reasonable times and with reasonable advance notice (which meetings, presentations, road shows and sessions shall be virtual) and to assists with the marketing or syndication efforts of Parent in connection with the Debt Financing; (iii) facilitate the pledging of collateral of the Company and its Subsidiaries effective no earlier than the Closing, including the use of reasonable best efforts to provide original copies of all certificated securities (with transfer powers executed in blank) required to be delivered under the Debt Commitment Letter to the extent in the possession of the Company or its Subsidiaries; (iv) to the extent reasonably requested by Parent no later than 30 days prior to Closing with respect to any bank credit facility incurred after the date hereof by the Company or any of its Subsidiaries, provide a customary payoff letter and lien terminations and instruments of discharge (to the extent applicable), in each case to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all such indebtedness and liens (if any), subject to the occurrence of the Closing; (v) provide reasonable and customary assistance to Parent and the Debt Financing Source in the preparation of customary offering documents, lender presentations, private placement memoranda, bank information memoranda, syndication memoranda, ratings agency presentations (including providing customary authorization and representation letters authorizing the distribution of information relating to the Company and its Subsidiaries to prospective lenders or investors and containing representations with respect to the presence of or absence of material non-public information relating to the Company and its Subsidiaries and the accuracy of the information relating to the Company and its Subsidiaries contained therein) and other customary marketing material for the Debt Financing; (vi) (x) so long as requested by Parent at least ten (10) days prior to the Closing Date, provide at least three (3) days prior to the Closing Date, all documentation and other information relating to the Company or any of its Subsidiaries required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, and (y) if the Company is a “legal entity” customer under 31 C.F.R. § 1010.230, so long as requested by Parent at least ten (10) Business Days prior to the Closing Date, provide at least three (3) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Company; (vii) provide reasonable and customary assistance to assist Parent in producing the Required Pro Forma Financial Information; provided, that it is understood that the Company and its Subsidiaries shall not be (A) responsible for preparing such pro forma financial information or (B) so long required to provide any information or assistance relating to (x) the proposed debt and equity capitalization that is required for such pro forma financial information or assumed interest rates and fees and expenses related to such debt and equity capitalization, (y) any post-Closing or pro forma cost savings, synergies, capitalization ownership or other pro forma adjustments or (z) any information related to Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company; (viii) cooperate with Parent to obtain reasonable and customary corporate and facilities credit ratings; (ix) cooperate with the Debt Financing Sources’ due diligence, to the extent customary and reasonable; (x) assist in the preparation of, and executing and delivering at Closing, Definitive Agreements (including schedules thereto), including guarantee and collateral documents and instruments as such amendments or modifications do not, or could not may be reasonably expected torequested by Parent, materially delaycustomary closing certificates, prevent a solvency certificate (in the form attached to the Debt Commitment Letter as of the date hereof), perfection certificates and other Table of Contents customary documents and instruments as may be reasonably requested by Parent in writing and, in each case, necessary and customary as may be required by the Debt Commitment Letter; provided, that the effectiveness of any documentation executed by the Company or adversely affect any of its Subsidiaries shall be subject to the occurrence of the Closing; and (xi) taking reasonable corporate actions, subject to and only effective upon the occurrence of the Closing or (and subject to the Debt Commitment Letter with respect to subsidiary guarantors), reasonably necessary to permit the consummation of the Debt Financing. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at Closing. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) in accordance with this Section 8.03, Parent shall provide a copy thereof to the Company and the term “Debt Commitment Letters” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modified.

Parent Financing. (a) Parent shall use its reasonable best efforts toto take, or cause to be taken, all actions and shall to do, or cause its Subsidiaries to use reasonable best efforts tobe done, all things necessary, proper or advisable to arrange and obtain and consummate the Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters Financing Commitments (including the taking into account related “market flex” provisions in any Debt Commitment Letter or Fee Letter) including using its reasonable best efforts to (i) negotiate and enter into the Debt Financing Documents on such terms and conditions (as such terms may be modified or adjusted in accordance with (x) the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03), (ii) if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Debt Commitment Letters that are within its Letters) (or their control, (iiisuch other terms and conditions acceptable to Parent so long as such terms and conditions satisfy the requirement set forth in Section 8.03(b)(ii) cause the lenders party to the Debt Commitment Letters to fund at the Closing the full amount of the Financing required below) and to consummate the transactions contemplated by this Agreement, if all of the conditions to Financing on the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) Date and (iv) maintain in effect and comply with its obligations under (x) the Debt Commitment Letters and (y) to the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent shall not agree to permit any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility Financing Commitments without the prior written consent of the CompanyCompany if such amendments, modifications or waivers would (i) reduce the aggregate amount of the Financing (including, without limitation, by increasing the fees payable thereunder or the original issue discount applicable to the Financing) below the Required Financing Amount, (ii) impose new or additional conditions, or expand, amend or modify any of the conditions to the receipt of the Financing that would prevent or materially delay the consummation of the transactions contemplated by this Agreement, (iii) materially delay or impair the availability of the Financing at Closing or materially impede the satisfaction of the conditions to obtaining the Financing or (iv) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties (collectively, each a “Restricted Financing Commitment Amendment”); provided that notwithstanding provided, that, subject to the foregoing foregoing, Parent shall be permitted to may amend the Debt Commitment Letters (A) Financing Commitments without the consent of the Company to add purchasers, lenders, lead arrangers, book-runnersbookrunners, syndication agents or similar entities who had not executed any Debt Commitment Letter the Financing Commitments as of the date of this Amended and Restated Merger Agreement providedhereof. Without limiting the foregoing, furtherParent shall use its reasonable best efforts to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis (taking into account the Marketing Period) all conditions to obtaining the Financing that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior are within its control or subject to its influence, (C) enter into definitive agreements with respect to the initial funding of Financing Commitments on the Financing, except as set forth terms and conditions contained in the Financing Commitments (taking into account related “market flex” provisions contained in the Debt Commitment Letters in respect of the “Additional Initial Lenders” Letters) (as defined thereunder), or (B) such other terms and conditions acceptable to Parent so long as such amendments or modifications do notterms and conditions satisfy the requirement set forth in Section 8.03(b)(ii) below), or could not be reasonably expected to, materially delay, prevent or adversely affect (D) fully pay (including from the Closing or the consummation proceeds of the Financing. Parent shall pay, ) any and all commitment fees or cause other fees required to be paid, as the same shall become due and payable, all fees and other amounts payable paid under the Debt Commitment LettersFinancing Commitments on or prior to the Closing Date, Fee Letters and the Debt Financing Documents as required for funding of the full amount of (E) enforce its rights under the Financing at ClosingCommitments and (F) in the event that all conditions in the Financing Commitments have been satisfied, consummate the Financing on or before the Closing Date. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) Financing Commitments in accordance with this Section 8.03, Parent shall provide a copy thereof to the Company and and, so long as no such amendment, supplement or modification does not constitute a Restricted Financing Commitment Amendment, the term terms “Debt Commitment Letters”, “Equity Commitment Letters” and “Financing Sources” shall mean the Debt Commitment Letters, Equity Commitment Letters as so amendedand Financing Sources, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modified.

Parent Financing. (a) Promptly following the date of execution of this Agreement, the Parent shall undertake and shall use its reasonable best efforts toReasonable Best Efforts to obtain from one or more reputable institutional investors, hedge funds, family offices or other lenders (collectively, the “Investors”) any combination of secured or unsecured debt or equity financing aggregating not less than Thirty-Five Million ($35,000,000) Dollars to enable the Parent or its Subsidiary to acquire the capital stock of WRG, retire the Purchase Note and shall cause its Subsidiaries to use reasonable best efforts to, obtain pay all related transaction expenses associated with such acquisition and consummate the Financing on Merger contemplated hereby (the “Parent Financing”). (b) The final terms and conditions described of the Parent Financing shall be reasonably acceptable to the Board of Directors of Parent and reasonably acceptable to the Company Stockholder. The Parties acknowledge that all or certain of the Investors may require, as a condition to such Parent Financing, that the Purchased Assets of the Company be subject to liens, pledges, encumbrances and Security Interests in favor of one or contemplated by the Debt Commitment Letters more of such Investors (including collectively, the “market flex” provisions Investor Collateral”). The terms and conditions of the Parent Financing and Security Interests granted on Investor Collateral shall be reasonably acceptable to the Company Stockholder, as indicated in any Debt Commitment Letter writing, such acceptance to not be unreasonably withheld. (c) The Parent has delivered to the Company Stockholder from White Oak Global Advisors, LLC (“White Oak”) a term sheet for up to $35,000,000 of senior debt financing (the “Financing Letter”). On or Fee Letter) including using its reasonable best efforts before January 7, 2016, the Parent shall deliver to (i) negotiate the Company Stockholder drafts of a definitive loan and enter into security agreement prepared by White Oak and such other evidence of equity financing for Parent demonstrating the Debt Financing Documents on availability of the Parent Financing, all in such form and with such terms and conditions (as are reasonably acceptable to the source of such terms Parent Financing, the Parent and the Company Stockholder. The Company Stockholder may be modified or adjusted terminate this Agreement and the Transaction contemplated hereby in accordance with (x) the terms of, and within event the limits of any such “market flex” provisions and (y) this Section 8.03), (ii) if all Parent has not delivered a reasonably acceptable evidence of the conditions Parent Financing by January 7, 2016. All Parties understand that there currently exists an Existing Stockholders Agreement involving WRG between the Company Stockholder and Xxxxx Xxxxxxxx that imposes certain rights and obligations as between them, so that if either WRG Stockholder elects to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Debt Commitment Letters that are within its or their control, (iii) cause the lenders party to the Debt Commitment Letters to fund at the Closing the full amount of the Financing required to consummate the transactions contemplated by terminate this Agreement, if both WRG Stockholders shall be deemed to have terminated this Agreement. (d) True and complete copies of all of the conditions to the Closing contained in Article 9 are satisfied commitments, term sheets or waived (other than those conditions that by their terms are definitive loan and investment documents to be satisfied entered into between the Parent and any one or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain more Investor in effect and comply connection with its obligations under (x) the Debt Commitment Letters and (y) to the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. a proposed Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent Financing shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financing. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at Closing. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) in accordance with this Section 8.03, Parent shall provide a copy thereof promptly furnished to the Company Stockholder and the term “Debt Commitment Letters” shall mean the Debt Commitment Letters as so amended, supplemented or modified their legal and the term “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modifiedfinancial advisors.

Parent Financing. (a) Parent shall use its reasonable best efforts toto take, or cause to be taken, all actions and shall to do, or cause its Subsidiaries to use reasonable best efforts tobe done, all things necessary, proper or advisable to arrange and obtain and consummate the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters Letter as soon as practicable following the date of this Agreement on the terms and conditions, taken as a whole (including the “market flex” provisions provisions) described in any the Debt Commitment Letter or Fee Letter) , including using its reasonable best efforts to (i) comply with its obligations under the Debt Commitment Letter, (ii) negotiate and enter into the Debt Financing Documents on such terms and conditions (as such terms may other definitive agreements with respect to the Debt Commitment Letter, for which the amount of commitments shall be modified or adjusted in accordance with (x) the terms of, no less and within the limits of any such “market flex” provisions and (y) this Section 8.03), (ii) if all of the conditions to funding shall be no more restrictive than as set forth in the Closing contained in Article 9 are satisfied or waived Debt Commitment Letter, (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon fundingiii) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Debt Commitment Letters that are within its Letter (including definitive agreements related thereto), including the payment of any commitment, engagement or their control, (iii) cause the lenders party placement fees required as a condition to the Debt Commitment Letters to fund at the Closing the full amount of the Financing required to consummate the transactions contemplated by this AgreementFinancing, if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) consummate the Debt Commitment Letters and (y) Financing at or prior to the extent necessary Closing, subject to obtain and consummate the Financing, satisfaction or waiver of the Existing Credit Facilityconditions contained in this Agreement. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility Letter without the prior written consent of the Company; provided that notwithstanding Company if such amendments, modifications or waivers could reasonably be expected to (A) reduce the foregoing Parent shall be permitted aggregate amount of the Debt Financing below the amount required to amend consummate the Merger, repay or refinance the debt contemplated in this Agreement or the Debt Commitment Letters Letter and pay all related fees and expenses, (AB) impose new or additional conditions to the receipt of the Debt Financing, (C) prevent, impede or materially delay the consummation of the transactions contemplated by this Agreement or (D) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Debt Commitment Letter; provided, that this sentence shall not prohibit any amendment to the Debt Commitment Letter solely to add purchasers, lenders, lead arrangers, book-runnersbookrunners, syndication agents or similar entities who which had not executed any the Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financing. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at Closinghereof. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) Letter in accordance with this Section 8.03, Parent shall provide a copy thereof to the Company and the term “Debt Commitment LettersLetter” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility Letter as so amended, supplemented or modified.

Parent Financing. (a) Parent shall use its reasonable best efforts toto take, or cause to be taken, all actions and shall to do, or cause its Subsidiaries to use reasonable best efforts tobe done, all things necessary to obtain and consummate the Financing on at or prior to the terms Effective Time, in an amount sufficient, taking into account available cash and conditions described in or contemplated by the Debt Commitment Letters currency swap agreements (including the “market flex” provisions in any Debt Commitment Letter proceeds of Financings to be received on or Fee Letter) including using its reasonable best efforts to (i) negotiate and enter into the Debt Financing Documents on such terms and conditions (as such terms may be modified or adjusted in accordance with (x) the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03), (ii) if all of the conditions prior to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon fundingDate) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Debt Commitment Letters that are within its or their control, (iii) cause the lenders party to the Debt Commitment Letters to fund at the Closing the full amount of the Financing required to consummate the transactions contemplated by this Agreement and for Parent to pay all fees and expenses payable by Parent and Merger Subsidiary in connection with the transactions contemplated by this Agreement, . (b) Parent and Merger Subsidiary shall give the Company prompt notice if all Holdco receives written notice or other written communication from the lenders party to the Credit Agreement of any termination of the conditions to commitments under the Closing contained in Article 9 are satisfied or waived Credit Agreement (other than those conditions that by their terms are with respect to be satisfied any Financing or waived at asset sales which reduce commitments under the Closing or will be satisfied or waived upon funding) and (iv) maintain Credit Agreement in effect and comply accordance with its obligations under terms). (xc) In the Debt Commitment Letters and (y) event that all or any portion of the Credit Agreement becomes unavailable to the extent necessary to obtain and consummate the Financing, other than as a result of receipt of proceeds from other Financings or asset sales (to the Existing Credit Facility. extent such proceeds, cash equivalents or other short term liquid investments remain on Parent’s balance sheet), (i) Parent shall promptly notify the Company, and (ii) if Parent will not agree otherwise have access to any amendment or modification funds in an amount sufficient to be made consummate the transactions contemplated by this Agreement and for Parent to pay all fees and expenses payable by Parent and Merger Subsidiary in connection with the transactions contemplated by this Agreement, Parent and/or its Affiliates, shall use its reasonable best efforts to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that promptly as practicable but no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters later than prior to the initial funding of the FinancingEnd Date, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financing. Parent shall paytake, or cause to be paidtaken, as all actions and to do, or cause to be done, all things necessary, or customary to arrange and obtain, and to negotiate and obtain definitive commitments with respect to, alternative financing from the same shall become due or alternative sources (the “Alternative Financing”) (i) in an amount sufficient to consummate the transactions contemplated by this Agreement and payable, for Parent to pay all fees and other amounts expenses payable under by Parent and Merger Subsidiary in connection with the Debt Commitment Letterstransactions contemplated by this Agreement, Fee Letters including the Alternative Financing and (ii) that would not impose new or additional conditions precedent to funding such Alternative Financing that are more restrictive in any material respects than those contained in the Debt Financing Documents as required for funding of the full amount of the Financing at Closing. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) in accordance with this Section 8.03, Parent shall provide a copy thereof to the Company and the term “Debt Commitment Letters” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modifiedAgreement.

Parent Financing. From and after the Acceptance Date, Parent shall lend, or cause to be lent to, the Company (pursuant to a promissory note or notes, each of which shall bear interest at the rate of 3% per annum, shall mature on the first anniversary of the Table of Contents date of execution and delivery of such promissory note and may be prepaid without premium or penalty) cash amounts which the Company may request from time to time be lent to it by Parent for purposes of funding amounts which may become due and payable by the Company in connection with (a) this Agreement and the Transactions (including related fees and expenses), (b) the surrender of the Convertible Notes for conversion by the holders thereof (up to the lesser of $1,000 and the Conversion Value (as such term is defined in the Indenture) for each $1,000 principal amount of Convertible Notes surrendered for conversion) and (c) the settlement upon “Cancellation and Payment” of the Xxxxxxx Warrants pursuant to the Warrant Confirmations (such amounts, the “Parent Financing”). Parent shall promptly deliver to the Company the amount of the Parent Financing requested by the Company by wire transfer of same-day funds to an account previously designated by the Company to the Parent. The Company shall use the proceeds of the Parent Financing solely for the purposes provided in this Section 6.18. The existence of the Parent Financing shall not constitute a breach or violation of any representation, warranty, covenant or agreement of the Company contained herein. If the Company has the right to make an election as to the form of consideration to be paid to the holders of the Convertible Notes or Xxxxxxx Warrants pursuant to the terms of the Indenture or Warrant Confirmations, as applicable, from and after the Acceptance Date, such right shall be exercised by Parent, in its sole and absolute discretion, for and on behalf of the Company, and in connection therewith, the Company shall use its reasonable best efforts to, and shall cause its Subsidiaries to use reasonable best efforts to, obtain and consummate the Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters (including the “market flex” provisions in any Debt Commitment Letter or Fee Letter) including using its reasonable best efforts provide Parent with sufficient notice to (i) negotiate and enter into the Debt Financing Documents on allow Parent to exercise such terms and conditions (as such terms may be modified or adjusted in accordance with (x) the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03), (ii) if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Debt Commitment Letters that are within its or their control, (iii) cause the lenders party to the Debt Commitment Letters to fund at the Closing the full amount of the Financing required to consummate the transactions contemplated by this Agreement, if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) the Debt Commitment Letters and (y) to the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financing. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at Closing. Upon any amendment, supplement or modification of the Debt Commitment Letters or the Existing Credit Facility (as the case may be) in accordance with this Section 8.03, Parent shall provide a copy thereof to the Company and the term “Debt Commitment Letters” shall mean the Debt Commitment Letters as so amended, supplemented or modified and the term “Existing Credit Facility” shall mean the Existing Credit Facility as so amended, supplemented or modifiedright.