Common use of Spinco Financing Clause in Contracts

Spinco Financing. (i) On or prior to the date of this Agreement, Spinco has delivered to RMT Partner true, complete and fully executed copies of the Spinco Commitment Letter. As of the date of this Agreement, (i) the Spinco Commitment Letter has, to the Knowledge of Remainco, not been amended, waived or modified in any respect; (ii) the respective commitments contained in the Spinco Commitment Letter have not been withdrawn, terminated, modified or rescinded in any respect; and (iii) to the Knowledge of Spinco, no amendment, modification, withdrawal or rescission to or of the Spinco Commitment Letter is currently contemplated other than any amendment or modification to the Spinco Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) who had not executed the Spinco Commitment Letter as of the date of this Agreement, or to correct ministerial mistakes. As of the date of this Agreement, except for the Spinco Commitment Letter, there are no side letters or other contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to any portion of the funding of the full amount of the Spinco Financing to which Spinco or any of its Affiliates is a party, that would (v) impair the enforceability of the Spinco Commitment Letter, (w) reduce the aggregate amount of any portion of the Spinco Financing such that the aggregate amount of the Spinco Financing, together with cash available to Spinco of up to $2,500,000, would be below the amount required to fund the Cash Payment as contemplated by this Agreement and the Separation Agreement, (x) impose new or additional conditions precedent to the Spinco Financing, (y) otherwise modify any of the conditions precedent to the Spinco Financing in a manner adverse to Spinco or (z) reasonably be expected to prevent, impair or delay the consummation of the Spinco Financing. (ii) As of the date of this Agreement, the Spinco Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Spinco, and, to the Knowledge of Spinco, the other parties thereto, enforceable against Spinco, and to the Knowledge of Spinco, each of the other parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. As of the date of this Agreement, assuming (A) compliance by RMT Partner with the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (B) the accuracy of the representations and warranties made by RMT Partner in this Agreement, (i) no event has occurred, which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Spinco, its Affiliates or, to the Knowledge of Spinco, any other party to the Spinco Commitment Letter under any term or condition of the Spinco Commitment Letter or would result in any portion of the financing contemplated thereby being unavailable or delayed, (ii) to the Knowledge of Remainco, Spinco is not aware of any fact, event or other occurrence that makes any of the representations or warranties of Spinco in the Spinco Commitment Letter inaccurate in any material respect, and (iii) assuming satisfaction or waiver of the conditions set forth in Articles VI and VII of this Agreement, to the Knowledge of Remainco, Spinco has no reason to believe that any of the conditions precedent set forth in the Spinco Commitment Letter will fail to be timely satisfied or that the Spinco Financing will not be available at the Closing. Assuming (1) the Spinco Financing is funded in accordance with the Spinco Commitment Letter, (2) compliance by RMT Partner with the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (3) the accuracy of the representations and warranties made by RMT Partner in this Agreement, the aggregate proceeds from the Spinco Financing, together with cash available to Spinco of up to $2,500,000, will be sufficient to fund the Cash Payment as contemplated by this Agreement and the Separation Agreement. Other than as set forth in the Spinco Commitment Letter, there are no conditions precedent to the funding of the full amount of the Spinco Financing. As of the date of this Agreement, assuming (I) compliance by RMT Partner with the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (II) the accuracy of the representations and warranties made by RMT Partner in this Agreement, Spinco (x) is not aware of any fact, occurrence or condition that would cause the commitments provided in the Spinco Commitment Letter to be terminated or to become ineffective and (y) has no reason to believe that any of the conditions to the Spinco Financing (which are within its control) will not be satisfied on a timely basis or that the Spinco Financing will not be available to Spinco immediately prior to the Distributions. Notwithstanding anything to the contrary herein, the parties hereto agree that it shall not be a condition to the obligation of Remainco or Spinco to effect the Closing for Spinco to obtain the Spinco Financing or the Alternative Spinco Financing. (iii) Assuming (I) compliance by RMT Partner with the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (II) the accuracy of the representations and warranties made by RMT Partner in this Agreement, upon the consummation of the Contemplated Transactions and the other Transaction Documents, Spinco will be Solvent.

Spinco Financing. (ia) On or prior to the date of this Agreement, Spinco Agreement the Company has delivered to RMT Partner Parent a true, complete and correct copy of a fully executed copies unredacted debt commitment letter, together with any related fee letters (with only the fee amount, economic flex and certain other economic terms, syndication levels redacted in a customary manner (none of which could reasonably be expected to adversely affect conditionality, enforceability or termination provisions of the Spinco debt commitment letter or reduce the aggregate principal amount of the SpinCo Debt Financing)) dated as of the date of this Agreement, by and among the SpinCo Lenders named therein and Company providing for debt financing as described therein (such commitment letter and fee letters, including all exhibits, schedules, annexes and joinders thereto, as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with Section 7.12(a) is referred to herein as the “SpinCo Financing Commitment Letter”), pursuant to which, among other things, the SpinCo Lenders have agreed, subject to the terms and conditions of the SpinCo Financing Commitment Letter, to provide or cause to be provided, on a several and not joint basis, the financing commitments described therein. The debt financing contemplated under the SpinCo Financing Commitment Letter is referred to herein as the “SpinCo Debt Financing”. As of the date of this Agreement, (i) the Spinco SpinCo Financing Commitment Letter hasis in full force and effect and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid, binding and enforceable obligation of the Company and, to the Knowledge of Remaincothe Company, the other parties thereto, enforceable in accordance with its terms, in each case, subject to the Enforceability Exceptions. There are no conditions precedent related to the funding of the full amount of the SpinCo Debt Financing contemplated by the SpinCo Financing Commitment Letter, other than the conditions precedent set forth in the SpinCo Financing Commitment Letter (such conditions precedent, the “SpinCo Financing Conditions”). (b) As of the date of this Agreement, the SpinCo Financing Commitment Letter has not been amended, waived amended or modified in any respect; (ii) manner, and the respective commitments contained in the Spinco Commitment Letter therein have not been withdrawn, terminated, modified reduced, withdrawn or rescinded in any respect; and (iii) respect by the Company or, to the Knowledge of Spincothe Company, any other party thereto, and no amendmentsuch termination, modificationreduction, withdrawal or rescission is contemplated by the Company or, to or the Knowledge of the Spinco Commitment Letter is currently contemplated Company, any other party thereto, other than any amendment or modification to the Spinco Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities (or titles with respect to such entities) who had not executed the Spinco SpinCo Financing Commitment Letter as of the date of this Agreement, or Agreement to correct ministerial mistakesthe extent permitted by Section 7.12 and mandatory reductions expressly contemplated thereby. As of the date of this Agreement, except for assuming the Spinco Commitment Letterconditions set forth in Section 8.1 and Section 8.3 will be satisfied, there are the Company has no side letters or other contracts, instruments or other commitments, obligations or arrangements reason to believe that (whether written or orali) related to any portion of the funding of the full amount of the Spinco Financing to which Spinco or any of its Affiliates is a party, that would (v) impair the enforceability of the Spinco Commitment Letter, (w) reduce the aggregate amount of any portion of the Spinco Financing such that the aggregate amount of the Spinco Financing, together with cash available to Spinco of up to $2,500,000, would be below the amount required to fund the Cash Payment as contemplated by this Agreement and the Separation Agreement, (x) impose new or additional conditions precedent to the Spinco Financing, (y) otherwise modify any of the conditions precedent SpinCo Financing Conditions will not be satisfied on or prior to the Spinco Financing in a manner adverse to Spinco Closing Date or (zii) reasonably the SpinCo Financing contemplated by the SpinCo Financing Commitment Letter will not be expected available to prevent, impair or delay the consummation of Company on the Spinco FinancingClosing Date. (iic) As of the date of this Agreement, the Spinco Company is not in default or breach under the terms and conditions of the SpinCo Financing Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Spinco, and, to the Knowledge of Spinco, the other parties thereto, enforceable against Spinco, and to the Knowledge of Spinco, each of the other parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. As of the date of this Agreement, assuming there are no side letters, understandings or other agreements or arrangements (Aother than customary fee credit letters and engagement letters) compliance by RMT Partner with affecting the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (B) the accuracy availability of the representations and warranties made by RMT Partner in this Agreement, (i) no event has occurred, which, with full amount of the SpinCo Financing to which the Company or without notice, lapse any of time or both, would constitute a default or breach on the part of Spinco, its Affiliates oris a party, to the Knowledge of Spinco, any other party to the Spinco Commitment Letter under any term or condition of the Spinco Commitment Letter or would result in any portion of the financing contemplated thereby being unavailable or delayed, (ii) to the Knowledge of Remainco, Spinco is not aware of any fact, event or other occurrence that makes any of the representations or warranties of Spinco in the Spinco Commitment Letter inaccurate in any material respect, and (iii) assuming satisfaction or waiver of the conditions set forth in Articles VI and VII of this Agreement, to the Knowledge of Remainco, Spinco has no reason to believe that any of the conditions precedent than those set forth in the Spinco SpinCo Financing Commitment Letter will fail and the fee letters related to the SpinCo Financing Commitment Letter delivered to Parent pursuant to Section 3.23(a). The Company or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees and amounts required by the SpinCo Financing Commitment Letter to be timely satisfied paid on or that prior to the Spinco date of this Agreement. (d) As of the date hereof, subject to the terms and conditions of the SpinCo Financing will not be available at the Closing. Assuming (1) the Spinco Financing is funded in accordance with the Spinco Commitment Letter, (2) compliance by RMT Partner with and subject to the covenants terms and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (3) the accuracy conditions of the representations and warranties made by RMT Partner in this Agreement, the aggregate proceeds from contemplated by the Spinco Financing, together with cash available to Spinco of up to $2,500,000, SpinCo Financing Commitment Letter will be sufficient for the Company to fund make the SpinCo Cash Payment (as such term is defined in the Separation and Distribution Agreement) upon the terms contemplated by this Agreement and the Separation Agreement. Other than as set forth in and Distribution Agreement on the Spinco Commitment Letter, there are no conditions precedent to the funding of the full amount of the Spinco FinancingClosing Date. As of the date of this Agreement, assuming (I) compliance by RMT Partner with the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (II) the accuracy of the representations and warranties made by RMT Partner in this Agreement, Spinco (x) is not aware of any fact, occurrence or condition that would cause the commitments provided in the Spinco Commitment Letter to be terminated or to become ineffective and (y) Company has no reason to believe that any of the conditions to representation contained in the Spinco Financing (which are within its control) immediately preceding sentence will not be satisfied on a timely basis or that the Spinco Financing will not be available to Spinco immediately prior to the Distributions. Notwithstanding anything to the contrary herein, the parties hereto agree that it shall not be a condition to the obligation true at and as of Remainco or Spinco to effect the Closing for Spinco to obtain the Spinco Financing or the Alternative Spinco FinancingDate. (iii) Assuming (I) compliance by RMT Partner with the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (II) the accuracy of the representations and warranties made by RMT Partner in this Agreement, upon the consummation of the Contemplated Transactions and the other Transaction Documents, Spinco will be Solvent.

Spinco Financing. (i) On or prior to the date of this Agreement, Spinco SpinCo has delivered to RMT Merger Partner a true, complete and fully executed copy of (x) the commitment letter, dated the date of this Agreement, among JPMorgan Chase Bank, N.A., Xxxxxx Xxxxxxx Senior Funding, Inc., Royal Bank of Canada and SpinCo, including true and complete copies of all exhibits, schedules and annexes thereto, and (y) each fee letter referred to in such commitment letter or otherwise entered into by SpinCo or any of its Affiliates in connection with such commitment letter (such commitment letter and fee letters, collectively, in each case, as amended, restated, supplemented, waived or otherwise modified from time to time in accordance with the Spinco terms of this Agreement and the terms thereof, the “SpinCo Commitment Letter”), pursuant to which the SpinCo Lenders party thereto have committed to provide SpinCo or SpinCo Borrower with debt financing in the amount set forth therein (the debt financing contemplated by the SpinCo Commitment Letter being referred to as the “SpinCo Financing”). As of the date of this Agreement, (ia) the Spinco SpinCo Commitment Letter has, to the Knowledge of Remainco, has not been amended, supplemented, waived or otherwise modified in any respect; , (iib) the respective commitments of the SpinCo Lenders contained in the Spinco SpinCo Commitment Letter have not been withdrawn, terminated, modified or rescinded in any respect; respect and (iiic) to the Knowledge of Spinco, no amendment, modification, withdrawal or rescission to or of the Spinco SpinCo Commitment Letter is currently contemplated other than any amendment or modification to the Spinco Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) who had not executed the Spinco Commitment Letter as of the date of this Agreement, or to correct ministerial mistakes. As of the date of this Agreement, except for the Spinco Commitment Letter, there are no side letters or other contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to any portion of the funding of the full amount of the Spinco Financing to which Spinco or any of its Affiliates is a party, that would (v) impair the enforceability of the Spinco Commitment Letter, (w) reduce the aggregate amount of any portion of the Spinco Financing such that the aggregate amount of the Spinco Financing, together with cash available to Spinco of up to $2,500,000, would be below the amount required to fund the Cash Payment as contemplated by this Agreement and the Separation Agreement, (x) impose new or additional conditions precedent to the Spinco Financing, (y) otherwise modify any of the conditions precedent to the Spinco Financing in a manner adverse to Spinco or (z) reasonably be expected to prevent, impair or delay the consummation of the Spinco Financing. (ii) As of the date of this Agreement, the Spinco Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of SpincoSpinCo, and, to the Knowledge of Spincothe Company, each of the other parties thereto, enforceable against SpincoSpinCo, and SpinCo Borrower and, to the Knowledge of Spincothe Company, each of the other parties thereto in accordance with its terms, subject to the Bankruptcy and Equity ExceptionsRemedies Exception. As of the date of this Agreement, assuming (A) compliance by RMT except for the SpinCo Commitment Letter delivered to Merger Partner with the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (B) the accuracy of the representations and warranties made by RMT Partner in this Agreement, (i) no event has occurred, which, with on or without notice, lapse of time or both, would constitute a default or breach on the part of Spinco, its Affiliates or, prior to the Knowledge of Spinco, any other party to the Spinco Commitment Letter under any term or condition of the Spinco Commitment Letter or would result in any portion of the financing contemplated thereby being unavailable or delayed, (ii) to the Knowledge of Remainco, Spinco is not aware of any fact, event or other occurrence that makes any of the representations or warranties of Spinco in the Spinco Commitment Letter inaccurate in any material respect, and (iii) assuming satisfaction or waiver of the conditions set forth in Articles VI and VII date of this Agreement, there are no side letters or other Contracts to which SpinCo or any Affiliates thereof is a party relating to the Knowledge of Remainco, Spinco has no reason to believe that any of the conditions precedent SpinCo Financing. Except as expressly set forth in the Spinco SpinCo Commitment Letter will fail delivered to be timely satisfied Merger Partner on or that prior to the Spinco Financing will not be available at the Closing. Assuming (1) the Spinco Financing is funded in accordance with the Spinco Commitment Letter, (2) compliance by RMT Partner with the covenants and obligations contained in date of this Agreement, the Separation Agreement and the other Transaction Documents and (3) the accuracy of the representations and warranties made by RMT Partner in this Agreement, the aggregate proceeds from the Spinco Financing, together with cash available to Spinco of up to $2,500,000, will be sufficient to fund the Cash Payment as contemplated by this Agreement and the Separation Agreement. Other than as set forth in the Spinco Commitment Letter, there are no conditions precedent to the funding of the full amount of the Spinco SpinCo Financing. As of the date of this Agreement, assuming no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would (Ii) compliance by RMT Partner with constitute a default or breach under the covenants and obligations contained in this AgreementSpinCo Commitment Letter on the part of SpinCo or any of its Affiliates or, to the Separation Agreement and the other Transaction Documents and (II) the accuracy Knowledge of the representations and warranties made by RMT Partner in this AgreementCompany, Spinco (x) is not aware of any fact, occurrence or condition that would cause other party to the commitments provided in the Spinco SpinCo Commitment Letter or (ii) to be terminated or to become ineffective and (y) has no reason to believe that the Knowledge of the Company, result in any of the conditions to the Spinco Financing (which are within its control) will not be satisfied on a timely basis or that the Spinco Financing will not be available to Spinco immediately prior to the Distributions. Notwithstanding anything to the contrary herein, the parties hereto agree that it shall not be a condition to the obligation of Remainco or Spinco to effect the Closing for Spinco to obtain the Spinco Financing or the Alternative Spinco Financing. (iii) Assuming (I) compliance by RMT Partner with the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (II) the accuracy funding of the representations and warranties made by RMT Partner SpinCo Financing not being satisfied or otherwise in this Agreement, upon the consummation any portion of the Contemplated Transactions and the other Transaction Documents, Spinco will be SolventSpinCo Financing being unavailable or delayed.

Spinco Financing. (a) The Company shall, and shall cause its Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the SpinCo Financing or any SpinCo Alternate Financing (as defined below) on the terms and conditions specified in the SpinCo Financing Commitment Letter as the same may be modified or amended pursuant to the flex provisions of the related fee letters and any other amendment, waiver, supplement or modification thereof permitted by this Section 7.12 (and, in any event, no later than the time at which the Closing is required to occur pursuant to Section 2.3), including using its reasonable best efforts to (i)(A) maintain in effect the SpinCo Financing Commitment Letter and, subject to compliance by Parent of its covenants and agreements hereunder, comply with all of their respective covenants and obligations thereunder, (B) negotiate and, assuming all conditions to Closing set forth in Section 8.1 and Section 8.3 hereof have been satisfied, enter into and deliver definitive agreements with respect to the SpinCo Financing reflecting the terms and conditions contained in the SpinCo Financing Commitment Letter, so that such agreements are in effect no later than the time at which the Closing is required to occur pursuant to Section 2.3 and (C) upon, and subject to, the satisfaction of the conditions set forth in Section 8.1 and Section 8.3, enforce their rights under the SpinCo Financing Commitment Letter and (ii) satisfy on a timely basis all the conditions to the SpinCo Financing and the definitive agreements related thereto that are in the Company’s (or its Subsidiaries’) control. In the event that all conditions set forth in Article VIII have been satisfied or waived or, upon funding shall be satisfied or waived, and the Closing should otherwise occur pursuant to Section 2.3, the Company and its Affiliates shall use their reasonable best efforts to cause the Persons providing the SpinCo Financing to fund the SpinCo Financing at the Effective Time. (b) The Company shall keep Parent reasonably informed on a current basis of the status of the SpinCo Financing and material developments with respect to the SpinCo Financing. Without limiting the foregoing, the Company shall promptly (and in no event later than one (1) Business Day) after obtaining Knowledge thereof, give Parent written notice (i) On or prior to the date of this Agreement, Spinco has delivered to RMT Partner true, complete and fully executed copies of the Spinco Commitment Letter. As of the date of this Agreement, (i) the Spinco Commitment Letter has, to the Knowledge of Remainco, not been amended, waived or modified in any respect; (ii) the respective commitments contained in the Spinco Commitment Letter have not been withdrawn, terminated, modified or rescinded in any respect; and (iii) to the Knowledge of Spinco, no amendment, modification, withdrawal or rescission to or of the Spinco Commitment Letter is currently contemplated other than any amendment or modification to the Spinco Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) who had not executed the Spinco Commitment Letter as of the date of this Agreement, or to correct ministerial mistakes. As of the date of this Agreement, except for the Spinco Commitment Letter, there are no side letters or other contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to any portion of the funding of the full amount of the Spinco Financing to which Spinco or any of its Affiliates is a party, that would (v) impair the enforceability of the Spinco Commitment Letter, (w) reduce the aggregate amount of any portion of breach or default by the Spinco Financing such that the aggregate amount of the Spinco FinancingCompany, together with cash available to Spinco of up to $2,500,000its Affiliates, would be below the amount required to fund the Cash Payment as contemplated by this Agreement and the Separation Agreement, (x) impose new or additional conditions precedent to the Spinco Financing, (y) otherwise modify any of the conditions precedent Persons providing the SpinCo Financing or any other party to the Spinco SpinCo Financing in a manner adverse to Spinco Commitment Letter or (z) reasonably be expected to prevent, impair or delay the consummation of the Spinco Financing. (ii) As of the date of this Agreement, the Spinco Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Spinco, and, any definitive document related to the Knowledge of Spinco, the other parties thereto, enforceable against Spinco, and to the Knowledge of Spinco, each of the other parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. As of the date of this Agreement, assuming SpinCo Financing (A) compliance by RMT Partner with the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (B) the accuracy of the representations and warranties made by RMT Partner in this Agreement, (i) no or any event has occurred, whichor circumstance, with or without notice, lapse of time time, or both, would constitute a default give rise to any breach or breach on the part default), (ii) of Spincoany threatened or actual withdrawal, its Affiliates orrepudiation, expiration, intention not to fund or termination of or relating to the Knowledge of Spinco, any other party to the Spinco Commitment Letter under any term or condition of the Spinco SpinCo Financing Commitment Letter or would result the SpinCo Financing, (iii) of any material dispute or disagreement between or among any parties to the SpinCo Financing Commitment Letter or any definitive document related to the SpinCo Financing (other than ordinary course of business negotiations) or (iv) if for any reason the Company in good faith no longer believes it will be able to obtain all or any portion of the financing SpinCo Financing. The Company may amend, modify, terminate, assign or agree to any waiver under the SpinCo Financing Commitment Letter without the prior written approval of Parent; provided that the Company shall not, without the Parent’s prior written consent, permit any such amendment, modification, assignment, termination or waiver to be made to, or consent to or agree to any waiver of, any provision of or remedy under the SpinCo Financing Commitment Letter (other than modifications or amendments contemplated thereby being unavailable or delayed, (ii) to by the Knowledge of Remainco, Spinco is not aware of any fact, event or other occurrence that makes any flex provisions of the representations or warranties of Spinco in the Spinco Commitment Letter inaccurate in any material respect, and related fee letters) which would (iiiA) assuming satisfaction or waiver of the conditions set forth in Articles VI and VII of this Agreement, to the Knowledge of Remainco, Spinco has no reason to believe that any of the conditions precedent set forth in the Spinco Commitment Letter will fail to be timely satisfied or that the Spinco Financing will not be available at the Closing. Assuming (1) the Spinco Financing is funded in accordance with the Spinco Commitment Letter, (2) compliance by RMT Partner with the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (3) the accuracy of the representations and warranties made by RMT Partner in this Agreement, reduce the aggregate proceeds from the Spinco Financing, together with cash available to Spinco of up to $2,500,000, will be sufficient to fund the Cash Payment as contemplated by this Agreement and the Separation Agreement. Other than as set forth in the Spinco Commitment Letter, there are no conditions precedent to the funding of the full amount of the Spinco Financing. As SpinCo Financing (including by increasing the amount of fees to be paid or original issue discount) other than any termination or reduction of the date commitments in respect of this Agreement, assuming (I) compliance by RMT Partner with any bridge facility pursuant to the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (II) the accuracy express terms of the representations and warranties made by RMT Partner in this Agreement, Spinco (x) is not aware of any fact, occurrence or condition that would cause the commitments provided in the Spinco SpinCo Financing Commitment Letter as in effect on the date hereof, (B) impose new or additional conditions to be terminated the SpinCo Financing or to become ineffective and (y) has no reason to believe that otherwise expand, amend or modify any of the conditions to the Spinco Financing (which are within its control) will not be satisfied on a timely basis or that the Spinco Financing will not be available to Spinco immediately prior to the Distributions. Notwithstanding anything to the contrary herein, the parties hereto agree that it shall not be a condition to the obligation of Remainco or Spinco to effect the Closing for Spinco to obtain the Spinco SpinCo Financing or (C) otherwise expand, amend, modify or waive any provision of the Alternative Spinco Financing. SpinCo Financing Commitment Letter or the SpinCo Financing in a manner that in the case of this clause (iiiC) Assuming would reasonably be expected to (I) compliance by RMT Partner with the covenants and obligations contained in this Agreementdelay, the Separation Agreement and the other Transaction Documents and (II) the accuracy of the representations and warranties made by RMT Partner in this Agreement, upon prevent or make less likely the consummation of the Contemplated Transactions Merger or the funding of the SpinCo Financing (or satisfaction of the conditions to the SpinCo Financing) at the Effective Time, (II) adversely impact the ability of the Company to enforce its rights against the SpinCo Lenders or any other parties to the SpinCo Financing Commitment Letter or the definitive agreements with respect thereto or (III) adversely affect the ability of the Company to timely consummate the Merger, the Separation and the SpinCo Cash Payment and the other Transaction Documentstransactions contemplated hereby and under the SpinCo Agreements; provided, Spinco will further, that the SpinCo Financing Commitment Letter may be Solventamended, supplemented or otherwise modified to (x) add additional SpinCo Lenders who are not parties to the SpinCo Financing Commitment Letter as of the date hereof or (y) reduce the aggregate amount of the SpinCo Debt Financing by the amount of any debt financing, the terms of which comply with clauses (B) and (C) above (any such financing, a “SpinCo Permanent Financing”, and together with the SpinCo Debt Financing, the “SpinCo Financing”). In the event that new commitment letters and/or fee letters are entered into in accordance with any amendment, replacement, supplement or other modification of the SpinCo Financing Commitment Letter permitted pursuant to this Section 7.12(b), such new commitment letters and/or fee letters shall be deemed to be a part of the “SpinCo Financing” and deemed to be the “SpinCo Financing Commitment Letter” for all purposes of this Agreement. The Company shall promptly (and in any event no later than one (1) Business Day) deliver to Parent true, correct and complete copies of any termination, amendment, modification or replacement of the SpinCo Financing Commitment Letter. (c) If funds in the amounts set forth in the SpinCo Financing Commitment Letter, or any portion thereof, become unavailable, the Company shall, and shall cause its Affiliates, as promptly as practicable following the occurrence of such event, to (x) notify Parent in writing thereof, (y) use their respective reasonable best efforts to obtain substitute debt financing sufficient to make the SpinCo Cash Payment on the Closing Date as promptly as practicable following the occurrence of the Distribution (and in any event no later than Closing) (the “SpinCo Alternate Financing”) on terms and conditions that are not less favorable (taken as a whole) to the Company than the terms and conditions (taken as a whole) set forth in the SpinCo Financing Commitment Letter and (z) use their respective reasonable best efforts to obtain a new financing commitment letter that provides for such SpinCo Alternate Financing and, promptly after execution thereof (and, in any event, no later than one (1) Business Day), deliver to Parent true, complete and correct copies of the new commitment letter and the related fee letters (redacted in a similar manner as described in Section 3.23(a) hereof) with respect to such SpinCo Alternate Financing. Upon obtaining any commitment for any such SpinCo Alternate Financing, such financing shall be deemed to be a part of the “SpinCo Financing” and any commitment letter for such SpinCo Alternate Financing shall be deemed the “SpinCo Financing Commitment Letter” for all purposes of this Agreement. (d) The Company shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts that become due and payable under the SpinCo Financing Commitment Letter that are required to have been paid at or prior to the Effective Time. (e) In the event any SpinCo Financing is funded in advance of the Closing Date, the Company shall keep and maintain at all times prior to the Closing Date the proceeds of such SpinCo Financing available for the purpose of funding the transactions contemplated by the Spin-Off Agreements and such proceeds shall be maintained as unrestricted cash or cash equivalents (other than restrictions for the benefit of the agent or other representative for the benefit of the creditors who funded the SpinCo Financing; provided that such restrictions shall cease to exist as of the time of the SpinCo Cash Payment in accordance with the SDA), free and clear of all Liens (other than Liens granted to the agent or other representative for the benefit of the creditors who funded the SpinCo Financing; provided that such Liens shall cease to exist as of the time of the SpinCo Cash Payment in accordance with the SDA); provided that if the terms of such SpinCo Financing require the proceeds of such SpinCo Financing to be held in escrow (or similar arrangement) pending the consummation of the transactions contemplated under this Agreement and the Spin-Off Agreements, then such proceeds may be held in escrow, solely to the extent the conditions to the release of such funds are no more onerous than the SpinCo Financing Commitment Letter and such proceeds are released as directed by Parent at the Closing.

Spinco Financing. (ia) On or prior The Company shall not agree to the date of this Agreement, Spinco has delivered to RMT Partner true, complete and fully executed copies of the Spinco Commitment Letter. As of the date of this Agreement, (i) the Spinco Commitment Letter has, to the Knowledge of Remainco, not been amended, waived or modified in any respect; (ii) the respective commitments contained in the Spinco Commitment Letter have not been withdrawn, terminated, modified or rescinded in any respect; and (iii) to the Knowledge of Spinco, no amendment, modification, withdrawal or rescission to or of the Spinco Commitment Letter is currently contemplated other than any amendment or modification to be made to, or any waiver of any provision or remedy under, the Spinco Commitment Letter solely and the Related Letters without the prior written consent of MWV (and, to the extent Section 8.3 is applicable, such consent is subject to MWV’s obligations in Section 8.3), if such amendments, modifications or waivers would reasonably be expected to (i) reduce the aggregate amount of the Spinco Financing below the Below Basis Amount, (ii) impose new or additional conditions to the receipt of the Spinco Financing that would reasonably be expected to (A) expand in any material respect the conditions precedent or contingencies to the funding at Closing, (B) prevent or materially delay the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements, or (C) materially adversely impact the ability of the Company to enforce its rights against the other parties to the Spinco Commitment Letter (provided that for the avoidance of doubt, the Company may replace or amend the Spinco Commitment Letter and the Related Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (entities, if the addition of such additional parties, individually or titles with respect in the aggregate, would not reasonably be expected to such entities) who had not executed prevent or materially delay or impair the availability of the financing under the Spinco Commitment Letter as and the Related Letters or the consummation of the date of transactions contemplated by this AgreementAgreement and the other Transaction Agreements). The Company and Merger Sub shall each use its reasonable best efforts to take, or cause to correct ministerial mistakes. As of be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the date of this Agreement, except for Spinco Financing on the terms and conditions described in or contemplated by the Spinco Commitment LetterLetter and the Related Letters, there are including using reasonable best efforts to (1) maintain in effect the Spinco Commitment Letter and the Related Letters, (2) satisfy on a timely basis (taking into account the expected timing of the Marketing Period) all conditions and covenants applicable to the Company in the Spinco Commitment Letter and the Related Letters and otherwise comply with its obligations thereunder, (3) enter into definitive agreements with respect thereto (the “Debt Financing Agreements”) on the terms and conditions contemplated by the Spinco Commitment Letter and the Related Letters (or terms and conditions (including the flex provisions) no side letters less favorable to the Company and Spinco (in the reasonable discretion of the Company) than the terms and conditions in the Spinco Commitment Letter and the Related Letters), (4) in the event that all conditions in the Spinco Commitment Letter and the Related Letters have been satisfied, consummate the Spinco Financing at or other contractsprior to Closing, instruments (5) enforce its rights under the Spinco Commitment Letter and the Related Letters and (6) in the event that all conditions in the Spinco Commitment Letter and the Related Letters have been satisfied, cause the lenders providing the Spinco Financing to fund the Spinco Financing. The Company shall (x) furnish to MWV complete, correct and executed copies of the Debt Financing Agreements, (y) give MWV prompt notice of any material breach by any party of any of the Spinco Commitment Letter or other commitmentsany of the Related Letters or the Debt Financing Agreements of which the Company becomes aware or any termination thereof and (z) upon MWV’s request, obligations otherwise keep MWV reasonably informed of the status of the Company’s efforts to arrange the Spinco Financing (or arrangements (whether written or oral) related to any replacement thereof). If any portion of the funding of Spinco Financing becomes unavailable on the full amount terms and conditions contemplated in the Spinco Commitment Letter and the Related Letters (including the flex provisions) or from sources contemplated in the Spinco Commitment Letter and the Related Letters, the Company and Spinco shall use their reasonable best efforts to arrange and obtain alternative debt financing from alternative debt sources for the same purposes as the purposes of the Spinco Financing in an amount not less than the Below Basis Amount upon terms and conditions not less favorable, taken as a whole, to which the Company and Spinco or any (in the discretion of its Affiliates is a party, that would (vthe Company) impair the enforceability of than those in the Spinco Commitment LetterLetter and the Related Letters as promptly as practicable following the occurrence of such event, including using reasonable best efforts to enter into definitive agreements with respect thereto. (wb) MWV shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy under, the MWV Commitment Letter without the prior written consent of the Company (and, to the extent Section 8.3 is applicable, such consent is subject to the Company’s obligations in Section 8.3), if such amendments, modifications or waivers would reasonably be expected to (i) reduce the aggregate amount of any portion the MWV Financing below the Above Basis Amount, (ii) impose new or additional conditions to the receipt of the Spinco MWV Financing such that would reasonably be expected to (A) expand in any material respect the aggregate amount conditions precedent or contingencies to the funding at Closing, (B) prevent or materially delay the consummation of the Spinco Financing, together with cash available to Spinco of up to $2,500,000, would be below the amount required to fund the Cash Payment as transactions contemplated by this Agreement and the Separation Agreementother Transaction Agreements, (C) materially adversely impact the ability of MWV to enforce its rights against the other parties to the MWV Commitment Letter or (D) affect in any manner the terms of the Spinco Distribution Debt. MWV, Spinco and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the MWV Financing on the terms and conditions described in or contemplated by the MWV Commitment Letter, including using reasonable best efforts to (1) maintain in effect the MWV Commitment Letter, (2) satisfy on a timely basis (taking into account the expected timing of the Marketing Period) all conditions and covenants applicable to MWV, Spinco and the Company in the MWV Commitment Letter and otherwise comply with its obligations thereunder, (3) enter into definitive agreements with respect thereto (the “MWV Debt Financing Agreements”) on the terms and conditions contemplated by the MWV Commitment Letter (or terms and conditions no less favorable to MWV, Spinco and the Company (in the reasonable discretion of MWV and the Company, respectively) than the terms and conditions in the MWV Commitment Letter), (4) in the case of MWV, enforce its rights under the Spinco Commitment Letters, and (5) in the event that all conditions in the MWV Commitment Letter and the definitive documentation with respect thereto have been satisfied, cause the lenders providing the MWV Financing to fund the MWV Debt and, on the Closing Date, accept Spinco Distribution Debt in full satisfaction thereof. Notwithstanding the foregoing, i) MWV shall have the sole responsibility and sole discretion with respect to the negotiation of the definitive documentation with respect to the MWV Debt in accordance with the MWV Commitment Letter and ii) the Company shall have the sole responsibility and sole discretion with respect to the negotiation of the definitive documentation with respect to the Spinco Distribution Debt in accordance with the MWV Commitment Letter (it being understood that the Spinco Distribution Debt may have an interest rate up to the Total Cap if required by the lenders under the MWV Commitment Letter). The Company and MWV shall (x) impose new or additional conditions precedent furnish to the Spinco Financingother complete, correct and executed copies of the applicable MWV Debt Financing Agreements negotiated by them, (y) otherwise modify give the other prompt notice of any material breach by any party of the MWV Commitment Letter or any of the conditions precedent to the Spinco MWV Debt Financing in a manner adverse to Spinco Agreements of which either shall become aware or any termination thereof and (z) upon request, otherwise keep the other reasonably be expected to prevent, impair or delay the consummation informed of the status of their respective efforts to arrange the MWV Financing (or any replacement thereof), including both the MWV Debt and the Spinco FinancingDistribution Debt. If any portion of the MWV Financing becomes unavailable on the terms and conditions contemplated in the MWV Commitment Letter (including the flex provisions) or from sources contemplated in the MWV Commitment Letter, the Company and MWV shall use their reasonable best efforts to arrange and obtain alternative debt financing from alternative debt sources for the same purposes as the purposes of the MWV Financing in an amount not less than the Above Basis Amount upon terms and conditions not less favorable, taken as a whole, to the Company and MWV (each in their respective discretion) than those in the MWV Commitment Letter as promptly as practicable following the occurrence of such event, including using reasonable best efforts to enter into definitive agreements with respect thereto. (iic) As of the date For purposes of this Agreement, “Marketing Period” shall mean the first period of twenty (20) consecutive Business Days throughout which (I) the Company shall have received from Spinco Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Spinco, and, to the Knowledge of Spinco, the other parties thereto, enforceable against Spinco, and to the Knowledge of Spinco, each all of the other parties thereto Required Financial Information and during which period such information shall remain compliant in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. As of the date of this Agreement, assuming (A) compliance by RMT Partner all material respects at all times with the covenants applicable provisions of Regulation S-X and obligations contained in this Agreement, S-K under the Separation Agreement and the other Transaction Documents Securities Act and (BII) the accuracy of conditions set forth in Section 9.1 shall be satisfied or waived (other than those conditions that by their nature can only be satisfied at the representations Closing Date) and warranties made by RMT Partner in this Agreement, (i) nothing has occurred and no event has occurred, which, with or without notice, lapse of time or both, condition exists that would constitute a default or breach on the part of Spinco, its Affiliates or, to the Knowledge of Spinco, cause any other party to the Spinco Commitment Letter under any term or condition of the Spinco Commitment Letter or would result in any portion of the financing contemplated thereby being unavailable or delayed, (ii) to the Knowledge of Remainco, Spinco is not aware of any fact, event or other occurrence that makes any of the representations or warranties of Spinco in the Spinco Commitment Letter inaccurate in any material respect, and (iii) assuming satisfaction or waiver of the conditions set forth in Articles VI Section 9.2 (other than those conditions that by their nature can only be satisfied at the Closing Date and VII of this Agreement, other than the condition in Section 9.2(f)) to the Knowledge of Remainco, Spinco has no reason to believe that any of the conditions precedent set forth in the Spinco Commitment Letter will fail to be timely satisfied or satisfied, assuming that the Spinco Financing Closing Date were to be scheduled for any time during such twenty (20) consecutive Business Day period; provided that such period will not include any date from and including November 21, 2011 through and including November 28, 2011 and from and including December 19, 2011 through and including January 3, 2012; provided, further, that the Marketing Period will not be deemed to have commenced if prior to the completion of the Marketing Period, (x) Spinco’s auditors shall have withdrawn their audit opinion contained in the Required Financial Information in which case the Marketing Period shall not be deemed to commence unless and until a new unqualified audit opinion is issued with respect thereto by Spinco’s auditors or another independent public accounting firm reasonably acceptable to the Company, (y) the financial statements included in the Required Financial Information that is available at to the Closing. Assuming Company on the first day of the Marketing Period would not be sufficiently current on any day during such period to satisfy the requirements of Rule 3-12 of Regulation S-X to permit a registration statement using such financial statements to be declared effective by the SEC on the last day of such period in which case the Marketing Period shall not be deemed to commence until the receipt by the Company of updated Required Financial Information that would be required under Rule 3-12 of Regulation S-X to permit a registration statement using such financial statements to be declared effective by the SEC on the last day of such new twenty (120) consecutive Business Day period or (z) MWV or Spinco issues a public statement indicating its intent to restate any historical financial statements of Spinco or that any such restatement is under consideration or may be a possibility in which case the Marketing Period shall not be deemed to commence unless and until such restatement has been completed and the relevant SEC Report or SEC Reports have been amended or MWV has announced that it has concluded that no restatement shall be required in accordance with GAAP; provided, further, that the Marketing Period shall end on any earlier date that is the date on which the Spinco Financing is funded in accordance with the Spinco Commitment Letter, (2) compliance by RMT Partner with the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (3) the accuracy of the representations and warranties made by RMT Partner in this Agreement, the aggregate proceeds from the Spinco Financing, together with cash available to Spinco of up to $2,500,000, will be sufficient to fund the Cash Payment as contemplated by this Agreement and the Separation Agreement. Other than as set forth in the Spinco Commitment Letter, there are no conditions precedent to the funding of the full amount of the Spinco Financing. As of the date of this Agreement, assuming (I) compliance by RMT Partner with the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (II) the accuracy of the representations and warranties made by RMT Partner in this Agreement, Spinco (x) is not aware of any fact, occurrence or condition that would cause the commitments provided in the Spinco Commitment Letter to be terminated or to become ineffective and (y) has no reason to believe that any of the conditions to the Spinco Financing (which are within its control) will not be satisfied on a timely basis or that the Spinco Financing will not be available to Spinco immediately prior to the Distributions. Notwithstanding anything to the contrary herein, the parties hereto agree that it shall not be a condition to the obligation of Remainco or Spinco to effect the Closing for Spinco to obtain the Spinco Financing or the Alternative Spinco Financingfunded. (iii) Assuming (I) compliance by RMT Partner with the covenants and obligations contained in this Agreement, the Separation Agreement and the other Transaction Documents and (II) the accuracy of the representations and warranties made by RMT Partner in this Agreement, upon the consummation of the Contemplated Transactions and the other Transaction Documents, Spinco will be Solvent.