Common use of Available Funds; Financing Clause in Contracts

Available Funds; Financing. (a) Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of the fully executed (i) debt commitment letter, dated as of the date hereof (together with all exhibits, annexes, schedules and term sheets attached thereto, as the same may be amended or replaced from time to time in accordance with the terms of this Agreement, the “Debt Commitment Letter ”), pursuant to which the Debt Financing Sources party thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”) for the purpose of funding amounts necessary to consummate the transactions contemplated hereby and (ii) any fee letters referred to in the Debt Commitment Letter, subject to redaction of pricing, fee amounts, “price flex” and other customary “market flex” none of which redacted provisions would be reasonably expected to adversely affect the conditionality, availability, aggregate principal amount or termination of the Debt Financing (such redacted fee letters referred to in the Debt Commitment Letter, collectively, the “Debt Fee Letter”). As of the date hereof, (x) the Debt Commitment Letter has not been amended, supplemented or modified in any respect and (y) the commitments contained in the Debt Commitment Letter has not been withdrawn, terminated, reduced, rescinded or replaced in any respect. (b) Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, and that the Debt Financing is funded in accordance with the Debt Commitment Letter, and after giving effect to any “flex” provision in the Debt Commitment Letter or the Debt Fee Letter (including with respect to fees and original issue discount), the net cash proceeds contemplated by the Debt Commitment Letter, together with cash on hand of Parent and the Company, will, in the aggregate, be sufficient for Parent, Acquirer, Merger Sub and/or Merger Sub II, as applicable, to pay the cash portion of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt expressly required by this Agreement, to pay any other amounts required to be paid at or prior to the Closing and to pay all related fees and expenses required to be paid in connection with the transactions contemplated by this Agreement (collectively, the “Required Amount”). (c) As of the date hereof, the Debt Commitment Letter is in full force and effect and constitutes a legal, valid and binding obligation of Clearwater Analytics, LLC (“Clearwater LLC”), and to the Knowledge of Parent, all the other parties thereto, enforceable against such Persons in accordance with their terms, in each case, subject to the Enforceability Exceptions. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or material breach on the part of Clearwater LLC or, to the Knowledge of Parent, any other parties thereto under the Debt Commitment Letter. Assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02, as of the date hereof, Parent does not have any reason to believe that any of the conditions to the funding of the Debt Financing to be satisfied by Clearwater LLC will not be satisfied on a timely basis or that the Debt Financing will not be available to Clearwater LLC on the Closing Date in an amount sufficient, together with cash on hand of Parent and the Company, to pay the Required Amount. The non-redacted portion of the Debt Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the Debt Financing available to Parent (or its Affiliate party thereto) on the terms therein. As of the date hereof, other than as expressly set forth in the Debt Commitment Letter or the Debt Fee Letter, there are no side letters or other agreements to which Parent or any of its Affiliates is a party that would reasonably be expected to reduce the aggregate amount of any portion of the Debt Financing such that the aggregate amount of the Debt Financing, taken together with cash on hand of Parent and the Company, would be below the Required Amount or materially delay the funding thereof. (d) In no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of obligations of Parent, Acquirer, Merger Sub or Merger Sub II under this Agreement.

Available Funds; Financing. (a) Parent The Purchaser has delivered to the Company a true, correct complete and complete copies, as accurate copy of the date hereof, of the fully executed (i) debt commitment letter, dated as of the date hereof of this Agreement, among the Purchaser and the Financing Sources party thereto (as amended from time to time after the date of this Agreement in compliance with Section 4.7, the "Debt Commitment Letter"), and the executed fee letter referred to in the Debt Commitment Letter dated as of the date hereof, by and between the Financing Sources party thereto and the Purchaser, together with all exhibits, annexes, schedules and term sheets attached theretoexhibits thereto (in each case, if any), and as the same such document may be amended amended, restated, supplemented, waived or otherwise modified or replaced from time to time or substituted in accordance with the terms of this AgreementSection 4.7, the “Debt Commitment Letter ”), "Fee Letter") pursuant to which the Debt Financing Sources each lender party thereto have agreedhas committed to lend, subject to the terms and conditions thereofset forth therein, the amounts set forth therein to the Purchaser (the "Debt Financing") for, among other things, the purpose of financing the transactions contemplated by this Agreement, the Rollover Agreements and the Plan of Arrangement. The Purchaser has delivered to the Company a true, complete and accurate copy of each of the executed commitment letters, dated as of the date of this Agreement, among the Purchaser and each of the Persons set forth on Schedule A thereto (the "Sponsors", and such executed commitment letters, as amended from time to time after the date of this Agreement in compliance with Section 4.7, the "Equity Commitment Letters" and together with the Debt Commitment Letter, the "Financing Commitments"), pursuant to which each investor party thereto has committed, subject to the terms and conditions set forth therein, to provide or cause to be provided invest in the debt Purchaser the cash amounts set forth therein (the “"Equity Financing" and together with the Debt Financing”, the "Financing") for for, among other things, the purpose of funding amounts necessary to consummate financing the transactions contemplated hereby and (ii) any fee letters referred to in the Debt Commitment Letter, subject to redaction of pricing, fee amounts, “price flex” and other customary “market flex” none of which redacted provisions would be reasonably expected to adversely affect the conditionality, availability, aggregate principal amount or termination of the Debt Financing (such redacted fee letters referred to in the Debt Commitment Letter, collectivelyby this Agreement, the “Debt Fee Letter”)Rollover Agreements and the Plan of Arrangement. As of the date hereofof this Agreement, none of the Financing Commitments have been amended or modified, no such amendment or modification is contemplated (x) other than to add lead arrangers or additional lenders and it being understood that the inclusion of any market flex provisions in the Fee Letter shall not be deemed to constitute any such amendment, restatement, replacement, supplement or other modification or waiver of the Debt Commitment Letter has not been amendedLetter), supplemented or modified in any respect and (y) as of the date of this Agreement, the respective commitments contained in the Debt Commitment Letter has Financing Commitments have not been withdrawn, terminated, reduced, reduced or rescinded or replaced in any respect. (b) Assuming the satisfaction . As of the conditions set forth in Section 7.01 and Section 7.02date of this Agreement, and that other than the Debt Financing is funded in accordance with the Debt Commitment Fee Letter, and after giving effect there are no side letters or other agreements, contracts, arrangements or understandings related to any “flex” provision in the Debt Commitment Letter funding or the Debt Fee Letter (including with respect to fees and original issue discount), the net cash proceeds contemplated by the Debt Commitment Letter, together with cash on hand of Parent and the Company, will, in the aggregate, be sufficient for Parent, Acquirer, Merger Sub and/or Merger Sub IIinvesting, as applicable, to pay the cash portion of the Aggregate Merger Considerationfull amount of the Financing that would reasonably be expected to adversely affect the availability of the Financing at Closing, other than as expressly set forth in the Financing Commitments delivered to make any repayment, repurchase or refinancing the Company prior to the date of debt expressly required by this Agreement, to pay . The Purchaser has fully paid any and all commitment fees or other amounts required to be paid at fees in connection with the Financing Commitments that are payable on or prior to the Closing date of this Agreement and to will pay all related fees and expenses required or cause to be paid in connection with full any such amounts due on or prior to the transactions contemplated by this Agreement (collectively, the “Required Amount”). (c) Effective Time. As of the date hereofof this Agreement, the Debt Commitment Letter is Financing Commitments are in full force and effect and constitutes a are the legal, valid valid, binding and binding obligation enforceable obligations of Clearwater Analyticsthe Purchaser and, LLC (“Clearwater LLC”), and to the Knowledge knowledge of Parentthe Purchaser, all each of the other parties thereto, enforceable against subject only to (a) any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors' rights generally, and (b) the discretion that a court may exercise in the granting of equitable remedies such Persons in accordance with their terms, in each case, subject as specific performance and injunction. There are no conditions precedent or other contractual contingencies related to the Enforceability Exceptionsfunding or investing, as applicable, of the full amount of the Financing, other than as expressly set forth in the Financing Commitments and in this Agreement. As of the date hereofof this Agreement, no event has occurred which, that would constitute a breach or default (or with notice or without notice, lapse of time or both, both would or would reasonably be expected to constitute a material default breach or material breach on default) under the part of Clearwater LLC Financing Commitments by the Purchaser or, to the Knowledge knowledge of Parentthe Purchaser, any other parties thereto under to the Debt Commitment LetterFinancing Commitments. Assuming As of the date of this Agreement, assuming satisfaction or waiver of the conditions set forth precedent in Section 7.01 6.1 and Section 7.026.2, as of the date hereof, Parent does not have any Purchaser has no reason to believe that any of the conditions to the funding of Financing contemplated by the Debt Financing to be satisfied by Clearwater LLC Commitments will not be satisfied on a timely basis or that the Debt Financing will not be available to Clearwater LLC on the Closing Date Purchaser at the Effective Time in an amount sufficient, together with cash on hand of Parent and the Company, necessary to pay fund the Required Amount. Assuming the Financing is funded in accordance with the Financing Commitments, the net proceeds contemplated by the Financing Commitments will, in the aggregate, be sufficient to enable the Purchaser to fund the Required Amount and to satisfy all other obligations payable by the Purchaser pursuant to this Agreement, the Rollover Agreements, the Plan of Arrangement and the Financing Commitments. Concurrently with the execution of this Agreement, the Guarantors have delivered to the Company the duly executed Limited Guarantees. The non-redacted portion Limited Guarantees are in full force and effect and are the valid, binding and enforceable obligation of the Debt Commitment Letter contains all Guarantors in favour of the conditions precedent Company, subject only to (a) any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors' rights generally, and other conditions (b) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction, and, to the obligations knowledge of the parties thereunder to make the Debt Financing available to Parent Purchaser, no event has occurred that would constitute a breach or default (or its Affiliate party theretowith notice or lapse of time or both would constitute a breach or default) on under the terms therein. As Limited Guarantees by any of the date hereof, other than as expressly set forth in Guarantors. Neither the Debt Commitment Letter or the Debt Fee Letter, there are no side letters or other agreements to which Parent or Purchaser nor any of its Affiliates affiliates is a party that would reasonably be expected to reduce any contract, agreement, arrangement or understanding which limits or restricts the aggregate amount ability of any portion Person to provide debt or equity financing to other potential purchasers of the Debt Financing such that the aggregate amount of the Debt Financing, taken together with cash on hand of Parent and the Company, would be below the Required Amount or materially delay the funding thereof. (d) In no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of obligations of Parent, Acquirer, Merger Sub or Merger Sub II under this Agreement.

Available Funds; Financing. (a) Parent’s and Merger Sub’s obligations hereunder are not subject to any conditions regarding Parent’s, Merger Sub’s, or any other Person’s ability to obtain financing for the transactions contemplated herein. (b) On or prior to the date hereof, Parent has delivered to the Company true, a correct and complete copies, as copy of the date hereof, of the fully executed (i) debt a fully executed commitment letter, dated as of the date hereof letter (together with including all exhibits, annexes, schedules and term sheets attached annexes thereto, as the same may be amended amended, restated, replaced, substituted, supplemented or replaced from time to time otherwise modified in accordance with the terms of this AgreementSection 6.12(d), the “Debt Commitment Letter Letter”), pursuant to which ) by and among Parent and the Debt Financing Sources lenders party thereto have agreed(together with any financing sources under any Alternative Financing, subject to the terms and conditions thereof, “Financing Sources”) confirming their respective commitments to provide or cause to be provided Parent with debt financing in connection with the debt amounts set forth therein transactions contemplated hereby (the “Debt Financing”) for the purpose of funding amounts necessary to consummate the transactions contemplated hereby and (ii) any fee letters referred to a fully executed commitment letter (including all exhibits, schedules and annexes thereto, as amended, restated, replaced, substituted, supplemented or otherwise modified in accordance with Section 6.12(d), the “Equity Commitment Letter” and together with the Debt Commitment Letter, subject the “Financing Commitment Letters”) from the Sponsor confirming its commitment to redaction of pricing, fee amounts, provide Parent with equity financing in connection with the transactions contemplated hereby (the “price flexEquity Financing” and other customary “market flex” none of which redacted provisions would be reasonably expected to adversely affect the conditionality, availability, aggregate principal amount or termination of together with the Debt Financing (such redacted fee letters referred to in the Debt Commitment Letter, collectivelyFinancing, the “Debt Fee LetterFinancing”). (c) Each of the Financing Commitment Letters is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, each other party thereto, enforceable against Parent and, to the knowledge of Parent, each other party thereto in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date hereof, (xi) the Debt Commitment Letter has not been amended, supplemented or modified in any respect and (y) the respective commitments contained in the Debt Financing Commitment Letter has Letters have not been withdrawn, terminated, reduced, terminated or rescinded or replaced in any respect. , and (bii) Assuming assuming the accuracy of the representations and warranties in Article III and satisfaction of the conditions set forth in Section 7.01 7.1 and Section 7.027.2, and that the Debt Financing is funded in accordance with the Debt Commitment Letter, and after giving effect Parent has no reason to believe any “flex” provision in the Debt Commitment Letter will be withdrawn or the Debt Fee Letter rescinded. (including with respect to fees and original issue discount), the net cash proceeds contemplated by the Debt Commitment Letter, together with cash on hand of Parent and the Company, will, in the aggregate, be sufficient for Parent, Acquirer, Merger Sub and/or Merger Sub II, as applicable, to pay the cash portion d) As of the Aggregate Merger Considerationdate hereof, to make any repayment, repurchase Parent has fully paid or refinancing of debt expressly required by this Agreement, to pay any other amounts required caused to be fully paid at any and all commitment fees or prior to the Closing and to pay all related other fees and expenses required to be paid in connection with the transactions contemplated by this Agreement (collectively, the “Required Amount”). (c) As of Financing Commitment Letters that are payable on or prior to the date hereof, the Debt Commitment Letter is in full force and effect and constitutes a legal, valid and binding obligation of Clearwater Analytics, LLC (“Clearwater LLC”), and to the Knowledge of Parent, all the other parties thereto, enforceable against such Persons in accordance with their terms, in each case, subject to the Enforceability Exceptions. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or material breach on the part of Clearwater LLC or, to the Knowledge of Parent, any other parties thereto under the Debt Commitment Letter. Assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02, as of the date hereof, Parent does not have any reason to believe that any of the conditions to the funding of the Debt Financing to be satisfied by Clearwater LLC will not be satisfied on a timely basis or that the Debt Financing will not be available to Clearwater LLC on the Closing Date in an amount sufficient, together with cash on hand of Parent and the Company, to pay the Required Amount. The non-redacted portion of the Debt Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the Debt Financing available to Parent (or its Affiliate party thereto) on the terms therein. As of the date hereof, other than as expressly set forth in the Debt Commitment Letter or the Debt Fee Letter, there There are no side letters or other agreements agreements, or Contracts to which Parent or any of its Affiliates is a party that would reasonably be expected which are related to reduce the aggregate amount funding or investing, as applicable, of any the portion of the Debt Financing such to be funded on the Closing Date that the aggregate amount of the Debt Financing, taken together with cash on hand of Parent and the Company, would be below the Required Amount prevent or materially delay the funding thereof. (d) In no event shall the receipt or availability of any funds or financing the Financing contemplated by the Financing Commitment Letters to be funded at the Closing (including if all conditions to Closing set forth herein were otherwise satisfied in accordance with the Debt Financing) terms hereof). At the Closing, assuming the Financing is funded in accordance with the Financing Commitment Letters, the net proceeds contemplated by the Financing Commitment Letters will in the aggregate, together with Parent’s available cash and cash equivalents, be sufficient for Parent or any to satisfy all of its Affiliates or any other financing or other transactions be a condition to any of the payment obligations of Parent, Acquirer, Merger Sub or Merger Sub II Parent under this Agreement., including (i) paying the aggregate Per Share Merger Consideration, (ii) paying all fees and expenses incurred by it or for which it is responsible in connection with this Agreement and are due and payable at the Closing, and (iii) repayment and discharge of the Bank Credit Facility. Except as specifically set forth in the Financing Commitment Letters, there are no conditions precedent to the -28-

Available Funds; Financing. (a) Parent has available to it, or will have available to it prior to or as of the Closing, funds sufficient for Parent and the Merger Subs to make all cash payments required to be paid by Parent and the Merger Subs at Closing pursuant to Article II of this Agreement (including the repayment of the Debt Amount) and to satisfy any other payment obligations to be made by or on behalf of Parent or the Merger Subs in connection with the Closing. (b) Parent has delivered to the Company true, correct Companies a true and complete copies, as fully executed copy of the date hereof, of the fully executed (i) debt commitment letterBridge Loan Commitment Letter, dated as of the date hereof (together with March 22, 2010, by and between Parent, JPMorgan Chase Bank, National Association and X. X. Xxxxxx Securities Inc., and including all exhibits, annexes, schedules schedules, appendixes and term sheets attached thereto, as the same may be amended or replaced from time amendments to time in accordance with the terms of this Agreement, the such letter(the “Debt Commitment Letter Letter”), pursuant to which the Debt Financing Sources party thereto have agreedwhich, and subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein JPMorgan Chase Bank, National Association (the “Debt FinancingLender”) has agreed to lend the amount contemplated by the Commitment Letter for the purpose of funding amounts necessary to consummate consummating the transactions contemplated hereby and Mergers (ii) any fee letters referred to in the Debt Commitment Letter, subject to redaction of pricing, fee amounts, “price flex” and other customary “market flex” none of which redacted provisions would be reasonably expected to adversely affect the conditionality, availability, aggregate principal amount or termination of the Debt Financing (such redacted fee letters referred to in the Debt Commitment Letter, collectively, the “Debt Fee LetterFinancing”). As of the date hereof, (x) the Debt The Commitment Letter has not been amended, supplemented restated, withdrawn, terminated or otherwise modified or waived in any respect respect, and (y) the commitments commitment contained in the Debt Commitment Letter has not been withdrawn, terminated, reduced, modified or rescinded or replaced in any respect. . The Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of, and is enforceable against, each of Parent and, to the Knowledge of Parent, the Lender and X.X. Xxxxxx Securities Inc. (b“JPMSI”) Assuming in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the satisfaction rights and remedies of creditors’ rights generally and subject to general principles of equity (whether considered in a proceeding at law or in equity). There are no conditions precedent or contingencies to the funding of the conditions full amount of the Financing under the Commitment Letter, except those expressly set forth in Section 7.01 and Section 7.02, and that the Debt Financing is funded in accordance with the Debt Commitment Letter, and after giving effect to any “flex” provision in the Debt Commitment Letter or the Debt Fee Letter (including with respect to fees and original issue discount), the net cash proceeds contemplated by the Debt Commitment Letter, together with cash on hand of Parent and the Company, will, in the aggregate, be sufficient for Parent, Acquirer, Merger Sub and/or Merger Sub II, as applicable, to pay the cash portion of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt expressly required by this Agreement, to pay any other amounts required to be paid at or prior to the Closing and to pay all related fees and expenses required to be paid in connection with the transactions contemplated by this Agreement (collectively, the “Required Amount”). (c) As of the date hereof, subject to (i) the Debt Commitment Letter is representations and warranties of the Companies set forth herein being true and correct (except for such failures to be true and correct that have not had, individually or in full force and effect and constitutes the aggregate, a legal, valid and binding obligation of Clearwater Analytics, LLC (“Clearwater LLC”Company Material Adverse Effect), and to (ii) obtaining the Knowledge of Parent, all the other parties thereto, enforceable against such Persons in accordance with their terms, in each case, subject to the Enforceability Exceptions. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or material breach on the part of Clearwater LLC or, to the Knowledge of Parent, any other parties thereto under the Debt Commitment Letter. Assuming the satisfaction or waiver of the conditions consents set forth in Section 7.01 and Section 7.02, as 6.1(c) of the date hereofCompanies Disclosure Schedule, Parent does not have any there is no reason to believe that any of the conditions to the Commitment Letter or the funding of the Debt Financing to be satisfied by Clearwater LLC thereunder will not be satisfied on a timely basis or that the Debt Financing Financing, if necessary, will not be available to Clearwater LLC on the Closing Date in an amount sufficient, together with cash on hand of Parent and the Company, to pay the Required Amount. The non-redacted portion of the Debt Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the Debt Financing made available to Parent as of the Closing, and no event has occurred which would constitute a breach or default (or its Affiliate party theretoan event which with notice or lapse of time or both would constitute a breach or default) under the Commitment Letter. Parent has fully paid any and all commitment fees or other fees required by the Commitment Letter or any related fee letter or other agreement to be paid on the terms therein. As of or before the date hereof, other than as expressly set forth in the Debt Commitment Letter or the Debt Fee Letter, there are no side letters or other agreements to which Parent or any of its Affiliates is a party that would reasonably be expected to reduce the aggregate amount of any portion of the Debt Financing such that the aggregate amount of the Debt Financing, taken together with cash on hand of Parent and the Company, would be below the Required Amount or materially delay the funding thereof. (d) In no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of obligations of Parent, Acquirer, Merger Sub or Merger Sub II under this Agreement.

Available Funds; Financing. (a) On or prior to the date of this Agreement, Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of the fully executed (i) a true, complete and correct copy of a fully executed debt commitment letter, dated as of the date hereof of this Agreement (together with all exhibits, schedules, annexes, schedules amendments, modifications, term sheets, and term sheets attached joinders thereto, as the same may be amended, restated, amended and restated, supplemented, extended, replaced, or replaced otherwise modified from time to time in accordance with the terms a manner not in violation of this AgreementSection 6.15(b), the “Debt Commitment Letter”) and the fully executed fee letter (together with all exhibits, schedules, annexes, amendments, modifications, term sheets, and joinders thereto, as the same may be amended, restated, amended and restated, supplemented, extended, replaced or otherwise modified from time to time in a manner not in violation of Section 6.15(b), the “Fee Letter”) relating thereto (except that the fee amounts, the economic terms of the “flex” provisions, pricing (including yield or interest rate) caps, original issue discount amounts, and other economic terms in the Fee Letter may be redacted, provided that such redactions do not cover terms that would reasonably be expected to affect the conditionality, amount, availability, enforceability or termination of the Debt Financing) (such Debt Commitment Letter and Fee Letter are referred to collectively herein as the “Debt Financing Commitment”), among Parent, Resideo Funding Inc. and the Debt Financing Sources, pursuant to which the Debt Financing Sources party thereto have agreed, subject to the terms and conditions thereofof the Debt Financing Commitment, to provide or cause to be provided provide, on a several and not joint basis, the aggregate principal amount of debt amounts set forth therein (the “Debt Financing”) for the purpose of funding amounts necessary to consummate the transactions contemplated hereby financing described therein, and (ii) any fee letters referred a true, complete and correct copy of a fully executed investment agreement, dated as of the date of this Agreement (together with all exhibits, schedules, annexes, amendments, modifications, term sheets, and joinders thereto, as the same may be amended, restated, amended and restated, supplemented, extended, replaced, or otherwise modified from time to time in a manner not in violation of Section 6.15(c), the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”), among Parent and the Equity Financing Sources, pursuant to which the Equity Financing Sources have agreed, subject to redaction the terms and conditions of pricingthe Equity Commitment Letter, fee amountsto provide the aggregate amount of Equity Financing described therein. Except for the Fee Letter with respect to the Debt Financing, “price flex” and neither Parent nor Merger Sub is a party to any side letters or other customary “market flex” none agreements as of which redacted provisions the date hereof that would reasonably be reasonably expected to adversely affect the conditionality, amount, availability, aggregate principal amount enforceability or termination of the Debt Financing (such redacted fee letters referred to other than as expressly set forth in the Debt Commitment LetterLetter delivered to the Company on or prior to the date hereof. (b) Each of the Debt Financing Commitment and the Equity Commitment Letter is, collectivelyas of the date hereof, in full force and effect. Each of the Debt Financing Commitment and the Equity Commitment Letter is the legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent and Merger Sub, the “other parties thereto, as the case may be, in each case, except that such enforcement may be subject to the Bankruptcy and Equity Exception. As of the date hereof, neither the Debt Fee Letter”)Financing Commitment nor the Equity Commitment Letter has been amended, modified, supplemented, extended or replaced. As of the date hereof, (xi) neither Parent, nor, to the Debt Commitment Letter has not been amendedknowledge of Parent and Merger Sub, supplemented or modified in any respect and (y) the commitments contained in the Debt Commitment Letter has not been withdrawn, terminated, reduced, rescinded or replaced in any respect. (b) Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, and that other counterparty to the Debt Financing is funded in accordance with the Debt Commitment Letter, and after giving effect to any “flex” provision in the Debt Commitment Letter or the Debt Fee Letter (including with respect to fees and original issue discount), the net cash proceeds contemplated by the Debt Commitment Letter, together with cash on hand of Parent and the Company, will, in the aggregate, be sufficient for Parent, Acquirer, Merger Sub and/or Merger Sub II, as applicable, to pay the cash portion of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt expressly required by this Agreement, to pay any other amounts required to be paid at or prior to the Closing and to pay all related fees and expenses required to be paid in connection with the transactions contemplated by this Agreement (collectively, the “Required Amount”). (c) As of the date hereof, the Debt Equity Commitment Letter is in full force and effect and constitutes a legalbreach of any of its covenants or other obligations set forth in, valid and binding obligation of Clearwater Analyticsor is in default under, LLC (“Clearwater LLC”)the Debt Financing Commitment or the Equity Commitment Letter, and in either case, to the Knowledge extent any such breach would reasonably be expected to have an adverse effect on the availability of Parentthe Debt Financing or Equity Financing, all the as applicable (other parties thereto, enforceable against such Persons in accordance with their terms, in each case, subject than as disclosed to the Enforceability Exceptions. As of the date hereof, Company) and (ii) no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute or result in a material breach or default or material breach on the part of Clearwater LLC Parent or Merger Sub (or, to the Knowledge knowledge of ParentParent and Merger Sub, any other parties thereto of the Debt Financing Sources or Equity Financing Sources, as applicable) under the Debt Financing Commitment or the Equity Commitment Letter, as applicable, (B) constitute or result in a failure to satisfy a condition of the Debt Financing set forth in the Debt Financing Commitment or the Equity Financing set forth in the Equity Commitment Letter, or (C) otherwise result in any portion of the Debt Financing or Equity Financing, as applicable, not being available in full on the Closing Date (except as would be financed by Parent with cash or equity). As of the date hereof, neither Parent nor Merger Sub has received any written notice or other written communication from any party to the Debt Financing Commitment or the Equity Commitment Letter with respect to (i) any actual or potential material breach or default on the part of Parent or any other party to the Debt Financing Commitment or Equity Commitment Letter, as applicable or (ii) any intention of such party to terminate the Debt Financing Commitment or Equity Commitment Letter, as applicable, or to not provide all or any portion of the Debt Financing or Equity Financing. Assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.027.02 hereof, as of the date hereof Parent and Merger Sub: (i) have no reason to believe that Parent will be unable to satisfy on a timely basis each term and condition to the funding of the Debt Financing or Equity Financing to be satisfied by it and (ii) have no knowledge, as of the date hereof, Parent does not have of any reason occurrence, circumstance or condition that would reasonably be expected to believe that any of cause the conditions to the funding proceeds of the Debt Financing or Equity Financing to be satisfied by Clearwater LLC will not be satisfied on a timely basis or that the Debt Financing will not be available to Clearwater LLC Parent and Merger Sub on the Closing Date in an amount sufficient, together with available cash on hand hand, to consummate the transactions contemplated by this Agreement (including (I) payments under Article II, (II) payment of any and all fees and expenses required to be paid by Parent and Merger Sub at the Closing in connection with the Merger and the Debt Financing, (III) payment for any refinancing of any outstanding indebtedness of the Company and/or its Subsidiaries contemplated by this Agreement or the Debt Financing and (IV) satisfaction of all of the other payment obligations of Parent and Xxxxxx Sub contemplated hereunder to be made by them at the CompanyClosing (clauses (I) through (IV), to pay the Required Amount. The non-redacted portion of the Debt Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the Debt “Financing available to Parent (or its Affiliate party thereto) on the terms thereinUses”)). As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Debt Financing or Equity Financing other than as expressly set forth in the Debt Financing Commitment Letter or the Debt Fee Equity Commitment Letter, there are no side letters or other agreements to which Parent or any of its Affiliates is a party that would reasonably be expected to reduce the aggregate amount of any portion as applicable. (c) Assuming funding of the Debt Financing contemplated by the Debt Financing Commitment and the Equity Financing contemplated by the Equity Commitment Letter, at the Closing, such financings together with available cash on hand, will provide Parent immediately available U.S. funds on the Closing Date to enable Parent to fund the Financing Uses. It is acknowledged and agreed by Xxxxxx and Xxxxxx Sub that the aggregate amount of the Debt Financing, taken together with cash on hand obligations of Parent and Merger Sub under this Agreement are not subject to any conditions regarding the CompanyParent’s, would be below Merger Sub’s, their Affiliates’, or any other Person’s ability to obtain financing (including the Required Amount Debt Financing or materially delay Equity Financing) for the funding thereof. (d) In consummation of the transactions contemplated hereby, and in no event shall the receipt or availability of any funds or financing (including the Debt Financing or the Equity Financing) by or to Parent or Merger Sub or any of its their Affiliates or any other financing or other transactions transaction be a condition to the Closing or the consummation of the Merger or any of obligations of Parent, Acquirer, Merger Sub or Merger Sub II under this Agreementother Transactions.

Available Funds; Financing. (a) On or prior to the date of this Agreement, Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of the fully executed (i) a true, complete and correct copy of a fully executed debt commitment letter, dated as of the date hereof of this Agreement (together with all exhibits, schedules, annexes, schedules amendments, modifications, term sheets, and term sheets attached joinders thereto, as the same may be amended, restated, amended and restated, supplemented, extended, replaced, or replaced otherwise modified from time to time in accordance with the terms a manner not in violation of this AgreementSection 6.15(b), the “Debt Commitment Letter”) and the fully executed fee letter (together with all exhibits, schedules, annexes, amendments, modifications, term sheets, and joinders thereto, as the same may be amended, restated, amended and restated, supplemented, extended, replaced or otherwise modified from time to time in a manner not in violation of Section 6.15(b), the “Fee Letter”) relating thereto (except that the fee amounts, the economic terms of the “flex” provisions, pricing (including yield or interest rate) caps, original issue discount amounts, and other economic terms in the Fee Letter may be redacted, provided, that such redactions do not cover terms that would reasonably be expected to affect the conditionality, amount, availability, enforceability or termination of the Debt Financing) (such Debt Commitment Letter and Fee Letter are referred to collectively herein as the “Debt Financing Commitment”), among Parent, Resideo Funding Inc. and the Debt Financing Sources, pursuant to which the Debt Financing Sources party thereto have agreed, subject to the terms and conditions thereofof the Debt Financing Commitment, to provide or cause to be provided provide, on a several and not joint basis, the aggregate principal amount of debt amounts set forth therein (the “Debt Financing”) for the purpose of funding amounts necessary to consummate the transactions contemplated hereby financing described therein, and (ii) any fee letters referred a true, complete and correct copy of a fully executed investment agreement, dated as of the date of this Agreement (together with all exhibits, schedules, annexes, amendments, modifications, term sheets, and joinders thereto, as the same may be amended, restated, amended and restated, supplemented, extended, replaced, or otherwise modified from time to time in a manner not in violation of Section 6.15(c), the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”), among Parent and the Equity Financing Sources, pursuant to which the Equity Financing Sources have agreed, subject to redaction the terms and conditions of pricingthe Equity Commitment Letter, fee amountsto provide the aggregate amount of Equity Financing described therein. Except for the Fee Letter with respect to the Debt Financing, “price flex” and neither Parent nor Merger Sub is a party to any side letters or other customary “market flex” none agreements as of which redacted provisions the date hereof that would reasonably be reasonably expected to adversely affect the conditionality, amount, availability, aggregate principal amount enforceability or termination of the Debt Financing (such redacted fee letters referred to other than as expressly set forth in the Debt Commitment LetterLetter delivered to the Company on or prior to the date hereof. (b) Each of the Debt Financing Commitment and the Equity Commitment Letter is, collectivelyas of the date hereof, in full force and effect. Each of the Debt Financing Commitment and the Equity Commitment Letter is the legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent and Merger Sub, the “other parties thereto, as the case may be, in each case, except that such enforcement may be subject to the Bankruptcy and Equity Exception. As of the date hereof, neither the Debt Fee Letter”)Financing Commitment nor the Equity Commitment Letter has been amended, modified, supplemented, extended or replaced. As of the date hereof, (xi) neither Parent, nor, to the Debt Commitment Letter has not been amendedknowledge of Parent and Merger Sub, supplemented or modified in any respect and (y) the commitments contained in the Debt Commitment Letter has not been withdrawn, terminated, reduced, rescinded or replaced in any respect. (b) Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, and that other counterparty to the Debt Financing is funded in accordance with the Debt Commitment Letter, and after giving effect to any “flex” provision in the Debt Commitment Letter or the Debt Fee Letter (including with respect to fees and original issue discount), the net cash proceeds contemplated by the Debt Commitment Letter, together with cash on hand of Parent and the Company, will, in the aggregate, be sufficient for Parent, Acquirer, Merger Sub and/or Merger Sub II, as applicable, to pay the cash portion of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt expressly required by this Agreement, to pay any other amounts required to be paid at or prior to the Closing and to pay all related fees and expenses required to be paid in connection with the transactions contemplated by this Agreement (collectively, the “Required Amount”). (c) As of the date hereof, the Debt Equity Commitment Letter is in full force and effect and constitutes a legalbreach of any of its covenants or other obligations set forth in, valid and binding obligation of Clearwater Analyticsor is in default under, LLC (“Clearwater LLC”)the Debt Financing Commitment or the Equity Commitment Letter, and in either case, to the Knowledge extent any such breach would reasonably be expected to have an adverse effect on the availability of Parentthe Debt Financing or Equity Financing, all the as applicable (other parties thereto, enforceable against such Persons in accordance with their terms, in each case, subject than as disclosed to the Enforceability Exceptions. As of the date hereof, Company) and (ii) no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute or result in a material breach or default or material breach on the part of Clearwater LLC Parent or Merger Sub (or, to the Knowledge knowledge of ParentParent and Merger Sub, any other parties thereto of the Debt Financing Sources or Equity Financing Sources, as applicable) under the Debt Financing Commitment or the Equity Commitment Letter, as applicable, (B) constitute or result in a failure to satisfy a condition of the Debt Financing set forth in the Debt Financing Commitment or the Equity Financing set forth in the Equity Commitment Letter, or (C) otherwise result in any portion of the Debt Financing or Equity Financing, as applicable, not being available in full on the Closing Date (except as would be financed by Parent with cash or equity). As of the date hereof, neither Parent nor Merger Sub has received any written notice or other written communication from any party to the Debt Financing Commitment or the Equity Commitment Letter with respect to (i) any actual or potential material breach or default on the part of Parent or any other party to the Debt Financing Commitment or Equity Commitment Letter, as applicable or (ii) any intention of such party to terminate the Debt Financing Commitment or Equity Commitment Letter, as applicable, or to not provide all or any portion of the Debt Financing or Equity Financing. Assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.027.02 hereof, as of the date hereof Parent and Merger Sub: (i) have no reason to believe that Parent will be unable to satisfy on a timely basis each term and condition to the funding of the Debt Financing or Equity Financing to be satisfied by it and (ii) have no knowledge, as of the date hereof, Parent does not have of any reason occurrence, circumstance or condition that would reasonably be expected to believe that any of cause the conditions to the funding proceeds of the Debt Financing or Equity Financing to be satisfied by Clearwater LLC will not be satisfied on a timely basis or that the Debt Financing will not be available to Clearwater LLC Parent and Merger Sub on the Closing Date in an amount sufficient, together with available cash on hand hand, to consummate the transactions contemplated by this Agreement (including (I) payments under Article II, (II) payment of any and all fees and expenses required to be paid by Parent and Merger Sub at the Closing in connection with the Merger and the Debt Financing, (III) payment for any refinancing of any outstanding indebtedness of the Company and/or its Subsidiaries contemplated by this Agreement or the Debt Financing and (IV) satisfaction of all of the other payment obligations of Parent and Mxxxxx Sub contemplated hereunder to be made by them at the CompanyClosing (clauses (I) through (IV), to pay the Required Amount. The non-redacted portion of the Debt Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the Debt “Financing available to Parent (or its Affiliate party thereto) on the terms thereinUses”)). As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Debt Financing or Equity Financing other than as expressly set forth in the Debt Financing Commitment Letter or the Debt Fee Equity Commitment Letter, there are no side letters or other agreements to which Parent or any of its Affiliates is a party that would reasonably be expected to reduce the aggregate amount of any portion as applicable. (c) Assuming funding of the Debt Financing contemplated by the Debt Financing Commitment and the Equity Financing contemplated by the Equity Commitment Letter, at the Closing, such financings together with available cash on hand, will provide Parent immediately available U.S. funds on the Closing Date to enable Parent to fund the Financing Uses. It is acknowledged and agreed by Pxxxxx and Merger Sub that the aggregate amount of the Debt Financing, taken together with cash on hand obligations of Parent and Merger Sub under this Agreement are not subject to any conditions regarding the CompanyParent’s, would be below Merger Sub’s, their Affiliates’, or any other Person’s ability to obtain financing (including the Required Amount Debt Financing or materially delay Equity Financing) for the funding thereof. (d) In consummation of the transactions contemplated hereby, and in no event shall the receipt or availability of any funds or financing (including the Debt Financing or the Equity Financing) by or to Parent or Merger Sub or any of its their Affiliates or any other financing or other transactions transaction be a condition to the Closing or the consummation of the Merger or any of obligations of Parent, Acquirer, Merger Sub or Merger Sub II under this Agreementother Transactions.

Available Funds; Financing. (a) Ultimate Parent has delivered to the Company a true, correct and complete copies, copy of each of the executed Debt Commitment Letters and Equity Commitment Letters as of in effect on the date hereof, of the fully executed (i) debt commitment letter, dated as of the date hereof (together with all exhibits, annexes, schedules and term sheets attached thereto, as the same may be amended or replaced from time to time in accordance with the terms of this Agreement, the “Debt Commitment Letter ”), pursuant to which the Debt Financing Sources party thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”) for the purpose of funding amounts necessary to consummate the transactions contemplated hereby and (ii) any fee letters referred to in the Debt Commitment Letter, subject to redaction of pricing, fee amounts, “price flex” and other customary “market flex” none of which redacted provisions would be reasonably expected to adversely affect the conditionality, availability, aggregate principal amount or termination of the Debt Financing (such redacted fee letters referred to in the Debt Commitment Letter, collectively, the “Debt Fee Letter”). As of the date hereof, (xi) none of the Debt Commitment Letter has not Letters have been amended, supplemented or modified in any respect and manner; (yii) the respective commitments contained in the Debt Commitment Letter has Letters have not been withdrawn, terminated, reduced, modified or rescinded or replaced in any respect. , and (biii) the Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent, Merger Sub and, to the Knowledge of Ultimate Parent, each other party thereto, including of the Financing Sources to provide the Financing contemplated thereby, subject only to the satisfaction or waiver of the Financing Conditions and, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. None of the Parent Entities nor any of their respective Affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the Closing Date Payments or transactions contemplated by this Agreement, other than (A) the Commitment Letters and (B) the fee letters related to the Debt Financing (true, correct and complete copies of each of which fee letters have been provided to the Company prior to the date hereof, subject only to redactions to exclude any fee amounts, pricing caps, the rates and amounts included in the market flex and other economic terms that could not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Debt Commitment Letters or Debt Financing). The net proceeds of the Financing together with the aggregate cash on hand of the Company, the Parent Entities and their respective Subsidiaries (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto) will be sufficient to consummate the transactions contemplated hereby, including the making of all Closing Date Payments on the Closing Date. The Parent Entities have fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Financing. Assuming the satisfaction of the conditions set forth in Section 7.01 6.1 and Section 7.026.2, and that the Debt Financing is funded in accordance with the Debt Commitment Letter, and after giving effect to any “flex” provision in the Debt Commitment Letter or the Debt Fee Letter (including with respect to fees and original issue discount), the net cash proceeds contemplated by the Debt Commitment Letter, together with cash on hand of Parent and the Company, will, in the aggregate, be sufficient for Parent, Acquirer, Merger Sub and/or Merger Sub II, as applicable, to pay the cash portion of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt expressly required by this Agreement, to pay any other amounts required to be paid at or prior to the Closing and to pay all related fees and expenses required to be paid in connection with the transactions contemplated by this Agreement (collectively, the “Required Amount”). (c) As of the date hereof, the Debt Commitment Letter is in full force and effect and constitutes a legal, valid and binding obligation of Clearwater Analytics, LLC (“Clearwater LLC”), and to the Knowledge of Ultimate Parent, all the other parties thereto, enforceable against such Persons in accordance with their terms, in each case, subject to the Enforceability Exceptions. As as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material breach or default or material breach on under any of the part Commitment Letters. As of Clearwater LLC orthe date hereof, none of the Parent Entities nor any of their Affiliates has any reason to the Knowledge of Parentbelieve that, any other parties thereto under the Debt Commitment Letter. Assuming assuming the satisfaction or waiver of the conditions set forth in Section 7.01 6.1 and Section 7.026.2, any Financing Conditions will not be satisfied as of the date hereof, Closing Date or that the Financing will not be made available to the Parent does not have any reason to believe that any of Entities on the Closing Date. There are no conditions precedent related to the funding of the Debt Financing to be satisfied by Clearwater LLC will not be satisfied on a timely basis or that the Debt Financing will not be available to Clearwater LLC on the Closing Date in an full amount sufficient, together with cash on hand of Parent and the Company, to pay the Required Amount. The non-redacted portion of the Debt Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the Debt Financing available to Parent (or its Affiliate party thereto) on the terms therein. As of the date hereofFinancing, other than as expressly set forth in the Debt Commitment Letter or the Debt Fee Letter, there are no side letters or other agreements to which Parent or any of its Affiliates is a party that would reasonably be expected to reduce the aggregate amount of any portion of the Debt Financing such that the aggregate amount of the Debt Financing, taken together with cash on hand of Parent and the Company, would be below the Required Amount or materially delay the funding thereofConditions. (db) In no event shall Without limiting Section 7.2(c), each of the receipt Parent Entities and Merger Sub understands and acknowledges that under the terms of this Agreement, its obligation to consummate the Merger is not in any way contingent upon or availability otherwise subject to consummation of any funds or financing (including the Debt Financing) , the transactions contemplated by Parent the EDS APA or any of its Affiliates other financing arrangements, obtaining the Financing or any other financing or the availability, grant, provision or extension of the Financing or any other transactions be a condition financing to the Parent Entities or any other Person; provided, that it is hereby acknowledged and agreed by the Company that nothing in this Section 4.10(b) shall modify the limitations set forth in Section 8.13, including as to the ability to obtain the remedy of obligations specific performance in respect of Parent, Acquirer, Merger Sub or Merger Sub II under this Agreementthe Financing.