Common use of Available Funds Clause in Contracts

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing Date.

Available Funds. CBI acknowledges that its obligation Holdco will have at the Closing funds sufficient to consummate (i) pay the transactions cash portion of the Wax Merger Consideration, (ii) pay any and all fees and expenses required to be paid by Holdco or Parent in connection with the Transactions and (iii) satisfy all of the other payment obligations of Holdco or Parent contemplated hereunder. Parent has delivered to the Company true and complete copies of (i) an executed commitment letter, from the Committed Financing Sources (such commitment letter or any replacement commitment letter as contemplated by this Agreement is not Section 5.16(h), including all exhibits, schedules, annexes and will not be amendments thereto, collectively, the “Commitment Letter”) pursuant to which the Committed Financing Sources have agreed, subject to the receipt terms and conditions therein, to provide the debt financing for the Wax Merger and the other Transactions that require payment by CBI of Holdco or Parent (the debt financing pursuant to the Commitment Letter shall be referred to herein as the “Committed Financing”), and (ii) any financing or fee letters associated with the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI Commitment Letter (collectively, the “Financing CommitmentFee Letter”), pursuant ) (it being understood that such fee letters have been redacted to which, upon remove the fee amounts and the terms of the “market flex”, but that no terms have been redacted that could adversely effect the conditionality, enforceability, termination, or aggregate principal amount of the Committed Financing). As of the Execution Date, the Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Parent, Holdco and, to the knowledge of Parent, each of the other parties thereto, subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement Bankruptcy and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein)Equity Exception. The Financing Commitment Letter has not been amended or modified on or prior to the date of this Agreement, and, Execution Date and as of the date hereofExecution Date, no such amendment or modification is contemplated by Parent or Holdco (except as described in the Fee Letter), and as of the Execution Date, the respective commitments contained in the Financing Commitment Letter have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability As of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereofExecution Date, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure breach on the part of Parent, Holdco or, to satisfy the knowledge of Parent, any condition precedent set forth thereinof the other parties thereto, under the Commitment Letter. As of the date hereofExecution Date, Parent and Holdco have no lender has notified CBI reason to believe that any of its intention the conditions to terminate the Committed Financing contemplated in the Commitment Letter will not be satisfied or that the Committed Financing will not be made available to provide Parent and Holdco on the FinancingClosing Date. As of the Execution Date, Parent and Holdco have fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the Execution Date pursuant to the terms of the Commitment Letter and the Fee Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingCommitted Financing pursuant to the Commitment Letter, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPACommitment Letter. As of the date hereof, CBI has paid in full any and all commitment there are no side letters or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereofagreements, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions contracts or arrangements related to the funding of the full amount Committed Financing. The obligations of Holdco and Parent hereunder are not subject to any condition regarding Holdco’s, Parent’s or any other Person’s ability to obtain financing for the Wax Merger Consideration and the other transactions contemplated by this Agreement. The representations and warranties set forth in this Section 4.12 shall be made as of the Financing, or that the Financing will not be available to CBI on the Closing Execution Date.

Available Funds. CBI acknowledges that its obligation (a) Parent has received and accepted, and has delivered to consummate the transactions contemplated by this Agreement is not Company, a true, correct and will not be complete fully executed copy of the Equity Commitment Letter from the Sponsor to invest, subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, cash in the lenders party thereto have committed to lend the amounts aggregate amount set forth therein (being referred to as the “Equity Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Equity Commitment Letter has not been withdrawn, terminated, repudiated, rescinded, supplemented, amended or modified prior modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, supplement, amendment, modification or waiver is contemplated. (b) Parent has fully paid any and all commitment fees or other fees required to be paid pursuant to the terms of the Equity Commitment Letter on or before the date of this Agreement, and, as . Assuming the accuracy of the date hereofrepresentations and warranties of the Company Parties set forth in this Agreement and the performance in all material respects by the Company Parties of their obligations under this Agreement, at the Closing, the respective commitments contained net proceeds contemplated by the Equity Commitment Letter will be sufficient for the Parent Parties and the Surviving Entities to pay all amounts required to be paid in connection with the Financing Mergers and Equity Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability Letter (including payment of the Merger Consideration, repayment or refinancing of debt of any Acquired Company contemplated by this Agreement, and payment of all other fees and Expenses and obligations required to be paid or satisfied by any Parent Party in connection with the Mergers and the Equity Financing. ). (c) The Financing Equity Commitment constitutes the legally valid Letter is enforceable against Parent and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable Sponsor in accordance with its terms (terms, in each case, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws of general applicability relating to or affecting creditors’ rights, rights generally and by general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Financing Equity Commitment Letter is in full force and effect and has not been withdrawnconstitutes the legal, rescinded or terminated or otherwise amended or modified in any respectvalid and binding obligation of the parties thereto, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, 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 breach, default or failure to satisfy any condition precedent set forth thereinbreach under the Equity Commitment Letter. As Assuming the accuracy of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding representations and warranties of the full amount of the Financing, other than as expressly Company Parties set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and the performance in all amounts due under the MIPA and all related fees and expense on the terms contemplated material respects by the MIPA in accordance with the terms Company Parties of the MIPA. As of the date hereoftheir obligations under this Agreement, CBI has paid in full Parent does not have any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any the conditions to the funding of the full amount of the Financing, Equity Financing will not be satisfied on a timely basis or that the full amount of the Equity Financing will not be available to CBI the Parent Parties on the Closing Date. The Equity Commitment Letter contains all of the conditions precedent and other conditions and contingencies to the obligations of Sponsor to make the full amount of the Equity Financing available to Parent on the terms therein. There are no side letters or other agreements, arrangements or understandings (written or oral) to which Parent or any of its Affiliates is a party related (directly or indirectly) to the Equity Financing other than as expressly set forth in the Equity Commitment Letter that could affect the conditionality, enforceability, availability, termination or amount of the Equity Financing. (d) The obligations of the Parent Parties under this Agreement are not subject to any conditions regarding Parent Parties’, their respective Affiliates’ or any other Person’s (including, for the avoidance of doubt, any of the Acquired Companies) ability to obtain the Equity Financing or any other financing.

Available Funds. CBI acknowledges that its obligation As of the date hereof, Acquirors have delivered to Sellers certified true and complete fully executed copies of the Commitment Letters (together with all exhibits, schedules and annexes thereto). The aggregate proceeds contemplated by the Financing pursuant to the Commitment Letters will be, if funded in accordance with the terms and conditions of the Commitment Letters (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter), sufficient for Acquirors to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or other Transaction Documents, including the consummation of any other transaction other than the occurrence payment of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete cash Purchase Price and correct copy any fees and expenses of or payable by Acquirors under this Agreement and the executed definitive Second Amended Commitment Letters that are due and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI payable on the Closing Date (collectively, the “Financing CommitmentRequired Amount”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as As of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability each of the Financing. The Financing Commitment Letters has been accepted by Acquirors, is in full force and effect and constitutes the legally legal, valid and binding obligation of CBI Acquirors and, to the knowledge of CBIAcquirors’ Knowledge, the each other parties party thereto, enforceable against each party thereto in accordance with its terms (terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium the Enforceability Exceptions. Acquirors have fully paid (or caused to be paid) any and all commitment fees and other similar Laws amounts that are due and payable on or prior to the date of general applicability relating this Agreement pursuant to or affecting creditors’ rights, and by general equitable principles). The Financing the Commitment is in full force and effect and has not been withdrawn, rescinded or terminated Letters or otherwise amended or modified in any respect, and no such amendment or modification is contemplatedconnection with the Financing. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as As of the date hereof, no event has occurred occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would could constitute or could reasonably be expected to constitute a breachbreach or default on the part of Acquirors or, default or failure to satisfy Acquirors’ Knowledge, any condition precedent set forth therein. As other party thereto under any of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the FinancingLetters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Financing on the terms set forth in the Commitment Letters other than as expressly set forth in the Financing CommitmentCommitment Letters. The aggregate proceeds available No party to be disbursed pursuant any Commitment Letter has any right to impose, and Acquirors do not have an obligation to accept, any condition precedent to such funding other than as expressly set forth in the applicable Commitment Letter, or any reduction to the Financing Commitmentaggregate amount available under the Commitment Letters at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letters at Closing) to an amount that would be insufficient for the Acquirors to consummate the transactions contemplated by this Agreement and the other Transactions Documents, together with available cash on hand including payment of the Required Amount. Assuming (a) the accuracy of Sellers’ representations and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price warranties in Article III and all related fees and expenses on the terms contemplated hereby in accordance with the terms Article IV of this Agreement and all amounts due under (b) the MIPA and all related fees and expense on the terms contemplated performance by the MIPA Sellers of their respective obligations in accordance with the terms Article VII of this Agreement, as of the MIPAdate hereof, Acquirors do not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the full amount of the Financing needed to pay the Required Amount will not be available to Acquirors on or prior to the Closing Date. As of the date hereof, CBI no event has paid occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a failure to satisfy a condition precedent on the part of Acquirors under the terms and conditions of the Commitment Letters. None of the Commitment Letters has been modified or amended as of the date hereof (provided that the existence or exercise of “market flex” provisions contained in full any and all commitment the Fee Letter shall not be deemed to constitute a modification or other fees required by amendment of the Financing Debt Commitment that are due Papers) and, as of the date hereof, none of the commitments under any of the Commitment Letters has been withdrawn or rescinded in any respect. As of the date hereof, CBI has there are no reason other agreements, side letters or arrangements to believe that CBI and which Acquirors or any of its applicable their respective Affiliates will be unable to satisfy on is a timely basis any conditions party relating to the funding Financing that could adversely affect the availability of the full amount Debt Financing or the Equity Financing that have not been disclosed to Sellers. Acquirors acknowledge and agree that it is not a condition to the Closing or to any of their obligations under this Agreement that Acquirors obtain financing (including the Financing or any alternative financing) for, or related to, any of the Financing, or that the Financing will not be available to CBI on the Closing Datetransactions contemplated by this Agreement.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI (a) Parent has delivered to ABI a the Company true, complete and correct copy copies of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI equity commitment letters (collectively, the “Equity Financing CommitmentCommitments”) from Xxxx Investment Co. II, Atlas Capital Resources II LP and Atlas Capital Resources (P) II LP (collectively, the “Equity Financing Parties”), pursuant to which, upon the terms which and subject to the conditions set forth thereinin Annex I hereto, the lenders party thereto have committed to lend Equity Financing Parties shall invest in Parent the cash amounts set forth therein in the Equity Financing Commitments to fully finance the Offer, the Merger and the other Transactions contemplated by this Agreement, which amount will be sufficient for the satisfaction of all of Parent’s and Sub’s obligations under this Agreement (the “Equity Financing”) for ). Subject to Parent’s rights pursuant to and subject to the purpose terms and conditions of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI trueSection 8.12, complete and correct copies none of the fee letter and engagement letters relating to the Equity Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment Commitments has not been amended or modified prior to the date of this Agreementmodified, and, as of the date hereof, and the respective commitments contained in the Equity Financing Commitment Commitments have not been withdrawn, terminated withdrawn or rescinded in any respect. There are no agreements, side letters or arrangements contracts, agreements or understandings to which CBI Parent, Sub, or its Affiliates the Equity Financing Parties is a party relating related to the Financing Commitment that could affect the availability funding or investing, as applicable, of the FinancingEquity Financing other than as expressly set forth in the Equity Financing Commitments. The Equity Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is Commitments are in full force and effect and has not been withdrawnare the legal, rescinded or terminated or otherwise amended or modified in any respectvalid, binding and enforceable obligations of Parent and Sub, as the case may be, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Equity Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the FinancingParties. There are no conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as expressly set forth in Annex I. No event has occurred which, with or without notice, lapse of time or both, would constitute, or would reasonably be expected to constitute, a default or breach of the Equity Financing CommitmentCommitments on the part of Parent, Sub, or the Equity Financing Parties. The aggregate proceeds available to be disbursed pursuant Subject to the satisfaction of the conditions in Annex I, the Equity Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will contemplated by the Equity Financing Commitments shall be sufficient for CBI to pay satisfied. Assuming the Purchase Price and all related fees and expenses on the terms contemplated hereby Equity Financing is funded in accordance with the terms of this Agreement Equity Financing Commitments, Parent and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates Sub will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI have on the Closing Date, sufficient funds to (i) pay the Offer Price in respect of each Share validly tendered and accepted for payment in the Offer and the Merger Consideration; (ii) pay any and all expenses required to be paid by Parent, Sub and the Surviving Corporation in connection with the Offer, the Merger and the Equity Financing; and (iii) satisfy all of the other payment obligations of Parent, Sub and the Surviving Corporation contemplated hereunder. (b) Each of Parent and Sub acknowledges and agrees that the Closing is not conditioned, and will not be conditioned, on the availability of the Equity Financing and reaffirms their obligation to consummate the Transactions contemplated by this Agreement irrespective and independently of the availability of the Equity Financing, subject to fulfillment or waiver of the conditions set forth in Article IX.

Available Funds. CBI acknowledges that its obligation At Closing, Purchaser shall have available cash sufficient to enable it to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction ClosingAncillary Agreements. CBI Purchaser has delivered to ABI Seller a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject Commitment Letters. There are no conditions precedent or other contingencies related to the conditions funding of the full amount of the Financing (including any “flex” provisions) other than as expressly set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to in the Financing Commitment (redacted only as to the matters indicated therein)Letters. The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as As of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There (i) there are no other agreements, side letters or arrangements to which CBI or its Affiliates Purchaser is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing at Closing, (ii) the Financing Commitment constitutes the Letters constitute legally valid and binding obligation obligations of CBI Purchaser and, to the knowledge of CBIthe Purchaser, the other parties thereto, enforceable in accordance with its their terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other similar Laws laws of general applicability relating to or affecting creditors’ rights, rights and by general equitable principles). The , (iii) the Financing Commitment is Letters are in full force and effect and has have not been withdrawn, rescinded or rescinded, terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates , (iv) Purchaser is not in breach of any of the terms or conditions set forth in the Financing Commitment, Commitment Letters and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, which would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, (v) no lender has had notified CBI Purchaser of its intention to terminate its commitment under the Financing Commitment Letters or to not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI (vi) Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment Letters that are due as of the date hereof. As of the date hereof, CBI hereof and (vii) Purchaser has no reason to believe that CBI and any of its applicable Affiliates it will be unable to satisfy on a timely basis any conditions condition to the funding of the full amount of the Financing, Financing or that the Financing will not be available to CBI Purchaser on the Closing Date.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI (a) Parent has delivered to ABI a the Company true, correct and complete and correct copy copies, as of the date hereof, of the fully executed definitive Second Amended (i) Equity Commitment Letters (the financing provided for therein being referred to as the “Equity Financing”) and Restated Interim Loan Agreement(ii) commitment letter, dated October 17, 2024, including all annexes, exhibits, schedules and attachments thereto, and the executed fee letter associated therewith, with only the fee amounts, other economic terms and the “market flex” provisions contained therein redacted, which redacted information does not relate to or impact conditionality, enforceability or the amount or availability of the Debt Financing (in each case as of February 13amended, 2013replaced, among Bank of Americawaived, N.A.supplemented or modified in accordance with Section 6.17(a), JPMorgan Chase Bank N.A. and CBI (collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters, the “Financing CommitmentCommitment Letters”), pursuant to whichwhich the Debt Financing Sources have committed, upon subject to the terms and subject conditions thereof, to the conditions set forth therein, the lenders party thereto have committed to lend provide debt financing in the amounts set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”) ), for the purpose of funding financing a portion of the Financing Purposes. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended or modified, no terms thereunder have been waived, and, in the case of the Debt Commitment Letter to the knowledge of Parent and Merger Sub, no such withdrawal, termination, repudiation, rescission, amendment, modification or waiver is contemplated, except, with respect to the Debt Commitment Letter, for the potential addition as parties to the Debt Commitment Letter of lenders, arrangers, bookrunners, agents, managers or similar entities who have not executed the Debt Commitment Letter as of the date hereof. Parent or Merger Sub has fully paid any and all commitment fees, other fees and other amounts required to be paid pursuant to the terms of the Debt Commitment Letter on or before the date hereof. (b) Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, and that the Financing is funded in accordance with the Financing Commitment Letters, the net cash proceeds contemplated by the Financing Commitment Letters, together with cash on hand of the Company (assuming such cash is equal to the Minimum Cash Amount), will, in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt contemplated by this Agreement (with respect to the Convertible Notes, in an amount not to exceed the Convertible Notes Cash Payment Cap), to pay any other amounts required to be paid by them at or prior to the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses (collectively, the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the “Financing Commitment Purposes”). (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as c) As of the date hereof, the respective commitments contained Financing Commitment Letters are, as to Parent, Merger Sub and, in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability case of the Financing. The Financing Debt Commitment constitutes the legally valid and binding obligation of CBI and, Letter to the knowledge of CBIParent and Merger Sub, the other parties thereto, enforceable against such Persons in accordance with its terms (except their terms, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other reorganization or similar Applicable Laws of general applicability relating to or affecting creditors’ rights, rights generally and by general equitable principles)principles of equity. The As of the date hereof, the Financing Commitment is Letters are in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, 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 breach, default or failure breach on the part of Parent or Merger Sub or, to satisfy the knowledge of Parent and Merger Sub, any condition precedent other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction or waiver of the conditions set forth therein. As in Section 7.01 and Section 7.02, as of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or Parent does not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full have any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any the conditions to the funding of the full amount of the Financing, Financing that are applicable to Parent and Merger Sub will not be satisfied on a timely basis or that the Financing will not be available to CBI Parent or Merger Sub on the Closing DateDate in an amount sufficient to pay the Required Amount. The Financing Commitment Letters contain all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements to which Parent or Merger Sub or any of their respective Affiliates is a party that could adversely affect the availability, conditionality, enforceability or the aggregate committed amount of the Financing contemplated by the Financing Commitment Letters or materially delay the funding thereof. Each of the Equity Commitment Letters provides, and will continue to provide, that the Company is a third party beneficiary thereof on the terms and subject to the limitations set forth therein. (d) Subject to, and without limiting the effect of, Section 9.09, the obligations of Parent and Merger Sub to consummate the Merger are not subject to any conditions regarding Parent’s, Merger Sub’s, their respective Affiliates’ or any other Person’s (including, for the avoidance of doubt, the Company’s or any Subsidiary of the Company’s) ability to obtain the Financing or any other financing.

Available Funds. CBI acknowledges (a) Parent and Merger Sub have available, or will have available prior to the Closing, in the United States unrestricted immediately available U.S. dollar funds (in the form of cash-on-hand or available undrawn borrowings under credit facilities) sufficient to pay the Total Enterprise Value and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses. Parent has the financial resources and capabilities to fully perform all of its obligations under this Agreement. Parent and Merger Sub acknowledge and agree that its obligation to consummate neither the obligations of Parent or Merger Sub under this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement is not and will not be subject to are contingent on the availability or the receipt by CBI Parent or Merger Sub of any third party financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI proceeds thereof. (b) Parent has delivered to ABI the Company, on or prior to the date of this Agreement, a true, true and complete and correct copy of an executed commitment letter among Parent, Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC , including all exhibits, schedules and annexes thereto, and excerpts of those portions of each fee letter associated therewith that contain any conditions to funding (including market flex provisions) (other than fee amounts, pricing caps and other economic terms that could not adversely affect the executed definitive Second Amended and Restated Interim Loan Agreementconditionality, dated as enforceability, availability, termination or aggregate principal amount of February 13, 2013, among Bank the debt financing contemplated by such commitment letter) regarding the terms of America, N.A., JPMorgan Chase Bank N.A. and CBI the debt financing to be provided thereby (collectively, the “Financing CommitmentCommitment Letter”), pursuant to whichwhich the parties thereto (other than Parent) have committed to provide, upon subject to the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend debt financing in the amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to As of the date of this Agreement, (i) the Commitment Letter is (A) a legal, valid and binding obligation of Parent and, as to the knowledge of Parent, each of the date hereofother parties thereto, (B) enforceable in accordance with its terms against Parent and, to the knowledge of Parent, each of the other parties thereto, in each case except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application affecting enforcement of creditors’ rights or by principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and (C) in full force and effect, (ii) the Commitment Letter has not been amended or modified, (iii) none of the respective obligations and commitments contained in the Financing Commitment Letter have not been withdrawn, terminated or rescinded in any respect. There are , and no agreementssuch amendment, side letters modification, withdrawal, termination or arrangements to which CBI or its Affiliates rescission is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI andcontemplated by Parent or, to the knowledge of CBIParent, the by any other parties thereto, enforceable in accordance with its terms party thereto and (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, iv) no event has occurred which, which (with or without notice, notice or lapse of time time, or both, ) would or would reasonably be expected to constitute a breach, default or breach or a failure to satisfy any a condition precedent set forth thereinon the part of Parent or, to the knowledge of Parent, any other parties thereto under the Commitment Letter. As of Parent has fully paid any and all commitment fees or other fees in connection with the Commitment Letter that are payable on or prior to the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment such amounts due on or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on before the Closing Date.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true(a) Purchaser has, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, committed financing, and will have, on the Closing Date, unrestricted cash on hand and, if necessary, unrestricted cash available to it under credit facilities in place on the date hereof, sufficient to consummate the transactions contemplated hereby. (b) Concurrently with the execution of this Agreement, Purchaser has delivered to Sellers true, correct and complete copies of an executed debt commitment letter and each executed fee letter and engagement letter associated therewith (provided, that provisions in the fee or engagement letter related solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted), dated as of the date hereofhereof (such commitment letter(s), including all exhibits, schedules, annexes, supplements and amendments thereto and each such fee letter and engagement letter, collectively, the respective commitments contained “Debt Commitment Letter”), from Royal Bank of Canada and Xxxxxxxx Finance LLC (the “Debt Financing Source”) providing the terms and conditions upon which the Debt Financing Source has committed to provide up to six hundred fifteen million dollars ($615,000,000) (the “Debt Financing Proceeds”) of debt financing (the “Debt Financing”). The Debt Commitment Letter in the Financing Commitment form so delivered is valid and in full force and effect with respect to Purchaser and, to the Knowledge of the Purchaser, each other party thereto, such commitments have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy breach on the part of Purchaser under any term or condition precedent set forth therein. As of the date hereofDebt Commitment Letter. The Debt Commitment Letter (together with the fee letter referred to therein) constitutes the entire and complete agreement between the parties thereto with respect to the financings contemplated thereby, no lender has notified CBI of its intention to terminate and, except as set forth, described or provided for in the Financing Debt Commitment or not to provide the Financing. There Letter, (i) there are no conditions precedent to the respective obligations of the Debt Financing Source to provide the Debt Financing, and (ii) there are no contractual contingencies or other contingencies related provisions under any agreement (including any side letters) relating to the funding transactions contemplated by this Agreement to which Purchaser or any of its Affiliates is a party that would permit the full Debt Financing Source to reduce the total amount of the Financing, other than as expressly set forth in Debt Financing Proceeds available under the Debt Financing Commitment. The aggregate proceeds available to be disbursed pursuant or impose any additional conditions precedent to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPADebt Financing. As of the date hereof, CBI Purchaser has fully paid in full any and all commitment fees, if any, or other fees required by the Financing Debt Commitment that are due Letter to be paid as of the date hereof. As of the date hereof, CBI Purchaser has no reason to believe that CBI and any of its applicable Affiliates the conditions to the Debt Financing will not be unable to satisfy satisfied on a timely basis any conditions to the funding of the full amount of the Financing, or that the funding contemplated in the Debt Financing will not be made available to CBI Purchaser on a timely basis in order to consummate the transactions contemplated by this Agreement. The Debt Financing Proceeds available under the Debt Financing are sufficient to pay the Purchase Price and all of Purchaser’s and its Affiliates’ fees and expenses associated with the transaction contemplated in this Agreement in accordance with the terms hereof. The obligations of Purchaser under this Agreement are not contingent on the Closing Dateavailability of financing.

Available Funds. CBI acknowledges The Parent will at the Acceptance Time and at the Closing have access to all of the funds that its obligation are necessary to consummate enable the transactions contemplated payment by the Parent or the Purchaser in cash of all amounts required to be paid by the Parent or the Purchaser in connection with the Offer, the Merger and the other Contemplated Transactions, including the payment of the Offer Price for each share of Company Common Stock tendered pursuant to the Offer, the payment of the Offer Price pursuant to the Merger, the payments owing to holders of Company Equity Awards under this Agreement is not and will not be subject the payment of all fees and expenses related to or arising out of the Contemplated Transactions. In no event shall the receipt by CBI or availability of any funds or financing by or the consummation to Parent, Purchaser or any of their respective Affiliates or any other financing transaction other than the occurrence be a condition to any of the MIPA Transaction Closingobligations of Parent or Purchaser hereunder. CBI Parent has delivered to ABI the Company a true, true and complete and correct copy of the an executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI equity commitment letter (collectively, the “Financing Commitment”), pursuant to whichwhich One Planet Group, upon LLC has committed, subject to the terms and subject conditions thereof, to the conditions set forth therein, the lenders party thereto have committed to lend the amounts provide equity financing in an aggregate amount set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction). CBI has delivered to ABI true, complete and correct copies As of the fee letter and engagement letters relating to date of this Agreement, the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to modified, no such amendment or modification is contemplated, and the commitment contained in the Financing Commitment has not been withdrawn or rescinded in any respect. As of the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawnconstitutes the legal, rescinded or terminated or otherwise amended or modified in any respect, valid and no such amendment or modification is contemplated. Neither CBI nor any binding obligation of its Affiliates is in breach each of any Parent and each of the terms other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or conditions set forth in similar Laws affecting the Financing Commitment, and assuming the accuracy enforcement of the representations and warranties set forth in Articles II and III and performance creditors’ rights generally or by ABI general principles of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financingequity). There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Financing other than as expressly set forth in or contemplated by the Financing Commitment. The aggregate proceeds available There are no side letters or other contracts or arrangements (oral or written) related to be disbursed pursuant to the conditions precedent or availability of the Financing other than the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereofof this Agreement, CBI no event has paid occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Financing Commitment. Parent is not aware of any fact or occurrence that makes any of the representations or warranties of Parent relating to Parent or Purchaser in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereofinaccurate in any material respect. As of the date hereofof this Agreement, CBI Parent has no reason to believe that CBI and it or any of its applicable Affiliates other party to the Financing Commitment will be unable to satisfy on a timely basis any conditions term or condition to the funding of the full amount of the Financing, or that be satisfied by it and contained in the Financing will not be available to CBI on the Closing DateCommitment.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true(a) Purchaser has, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, committed financing, and will have, on the Closing Date, unrestricted cash on hand and, if necessary, unrestricted cash available to it under credit facilities in place on the date hereof, sufficient to consummate the transactions contemplated hereby. (b) Concurrently with the execution of this Agreement, Purchaser has delivered to Sellers true, correct and complete copies of an executed debt commitment letter and each executed fee letter and engagement letter associated therewith (provided, that provisions in the fee or engagement letter related solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted), dated as of the date hereofhereof (such commitment letter(s), including all exhibits, schedules, annexes, supplements and amendments thereto and each such fee letter and engagement letter, collectively, the respective commitments contained “Debt Commitment Letter”), from Royal Bank of Canada and Jxxxxxxx Finance LLC (the “Debt Financing Source”) providing the terms and conditions upon which the Debt Financing Source has committed to provide up to six hundred fifteen million dollars ($615,000,000) (the “Debt Financing Proceeds”) of debt financing (the “Debt Financing”). The Debt Commitment Letter in the Financing Commitment form so delivered is valid and in full force and effect with respect to Purchaser and, to the Knowledge of the Purchaser, each other party thereto, such commitments have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy breach on the part of Purchaser under any term or condition precedent set forth therein. As of the date hereofDebt Commitment Letter. The Debt Commitment Letter (together with the fee letter referred to therein) constitutes the entire and complete agreement between the parties thereto with respect to the financings contemplated thereby, no lender has notified CBI of its intention to terminate and, except as set forth, described or provided for in the Financing Debt Commitment or not to provide the Financing. There Letter, (i) there are no conditions precedent to the respective obligations of the Debt Financing Source to provide the Debt Financing, and (ii) there are no contractual contingencies or other contingencies related provisions under any agreement (including any side letters) relating to the funding transactions contemplated by this Agreement to which Purchaser or any of its Affiliates is a party that would permit the full Debt Financing Source to reduce the total amount of the Financing, other than as expressly set forth in Debt Financing Proceeds available under the Debt Financing Commitment. The aggregate proceeds available to be disbursed pursuant or impose any additional conditions precedent to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPADebt Financing. As of the date hereof, CBI Purchaser has fully paid in full any and all commitment fees, if any, or other fees required by the Financing Debt Commitment that are due Letter to be paid as of the date hereof. As of the date hereof, CBI Purchaser has no reason to believe that CBI and any of its applicable Affiliates the conditions to the Debt Financing will not be unable to satisfy satisfied on a timely basis any conditions to the funding of the full amount of the Financing, or that the funding contemplated in the Debt Financing will not be made available to CBI Purchaser on a timely basis in order to consummate the transactions contemplated by this Agreement. The Debt Financing Proceeds available under the Debt Financing are sufficient to pay the Purchase Price and all of Purchaser’s and its Affiliates’ fees and expenses associated with the transaction contemplated in this Agreement in accordance with the terms hereof. The obligations of Purchaser under this Agreement are not contingent on the Closing Dateavailability of financing.

Available Funds. CBI acknowledges that its obligation (a) Parent has received an executed commitment letter dated as of the date hereof (including all exhibits, schedules, annexes, supplements and amendments thereto and each fee and engagement letter related thereto) (as may be amended, restated, supplemented or otherwise modified to consummate the transactions contemplated extent permitted by this Agreement is not and will not be Section 6.16(a), the “Debt Commitment Letter”) from the Debt Financing Sources pursuant to which such Debt Financing Sources have agreed, subject to the receipt by CBI of any financing or terms and conditions thereof, to purchase notes in the consummation of any other transaction other than the occurrence of the MIPA Transaction Closingamount set forth therein. CBI has delivered to ABI a A true, correct and complete and correct copy of the executed definitive Second Amended Debt Commitment Letter and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. any related engagement letter and CBI fee letter (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) except for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of provisions in the fee letter related solely to fees and engagement letters relating economic terms (other than covenants) that may be redacted at the request of the Debt Financing Sources) has been previously provided to the Financing Commitment (redacted only as to the matters indicated therein)Company. The Financing issuance of the Series 2022-B Term Notes contemplated by the Debt Commitment has not been amended Letter is referred to in this Agreement as the “Debt Financing.” (b) Except as set forth or modified prior to incorporated by reference in the date of this Agreement, andDebt Commitment Letter, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There there are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating conditions precedent to the Financing Commitment that could affect the availability obligations of the Financing. The Debt Financing Commitment constitutes Sources to provide the legally valid and binding obligation Debt Financing or any contingencies that would permit the Debt Financing Sources to reduce the total amount of CBI and, to the knowledge Debt Financing (other than by operation of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principlesany “market flex” provisions). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any As of the terms or conditions set forth in the Financing Commitmentdate hereof, and assuming the accuracy of the representations and warranties set forth in Articles II and III and Article 5 4 (solely to the extent that such inaccuracy of such representation or warranty would adversely affect the satisfaction by Parent of the conditions set forth or incorporated by reference in the Debt Commitment Letter), the performance by ABI the Company of its obligations under this Agreement Section 6.01, Section 6.05 and Section 6.16, and the MIPA, as satisfaction of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing CommitmentSection 7.01 and Section 7.02, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full Parent does not have any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates it will be unable to satisfy on a timely basis any all conditions to be satisfied by it in or incorporated by reference in the funding Debt Commitment Letter on or prior to the Closing Date. (c) Assuming the accuracy of the full amount representations and warranties set forth in ARTICLE 4 (solely to the extent that such inaccuracy of such representation or warranty would adversely affect the satisfaction by Parent of the conditions set forth or incorporated by reference in the Debt Commitment Letter), the performance by the Company of its obligations under Section 6.01, Section 6.05 and Section 6.16, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, the Debt Financing, when funded in accordance with the Debt Commitment Letter, shall provide Parent with cash proceeds on the Closing Date in an amount sufficient for the payment of the Aggregate Merger Consideration, the refinancing of any indebtedness of the Company and its Subsidiaries under the Company Existing Credit Facility, and the payment of any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation in connection with the foregoing (such amount, the “Financing Amount”). (d) As of the date hereof, (i) the Debt Commitment Letter is in full force and effect and is the valid and binding obligations of Parent and, to the knowledge of Parent, the other parties thereto, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity, (ii) assuming the accuracy of the representations and warranties set forth in Article 4 (solely to the extent that such inaccuracy of such representation or warranty would adversely affect the satisfaction by Parent of the conditions set forth in the Debt Commitment Letter), and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, no event has occurred that, with or without notice, lapse of time, or both, could reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Parent or, to the knowledge of Parent or Merger Sub, any of the other parties thereto, under or incorporated by reference in the Debt Commitment Letter that has not been cured or irrevocably waived or that would otherwise make the Debt Financing not available on the Closing Date under the terms and conditions of the Debt Commitment Letter, (iii) to the knowledge of Parent, there are no facts or circumstances that are reasonably likely to result in (x) any of the conditions set forth or incorporated by reference in the Debt Commitment Letter not being satisfied or (y) the Financing will not be being made available to CBI Parent on a timely basis in order to consummate the transactions contemplated by this Agreement on the Closing Date, and (iv) neither Parent nor Merger Sub is aware of any material inaccuracies (or to the extent qualified by materiality, any inaccuracies) in any of the representations and warranties of Parent in the Commitment Letters. Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Debt Commitment Letter on or before the date of this Agreement, and will pay in full any such amounts due on or before the Closing Date. The Debt Commitment Letter (including any of the conditions or contingencies to funding contained or incorporated by reference therein (including definitive agreements related thereto) or any other provision of, or remedies under, the Debt Commitment Letter (including definitive agreements related thereto)) has not been modified, amended, waived or altered as of the date hereof and will not be amended, modified, waived or altered at any time through the Closing, except as permitted by Section 6.16(a), and none of the commitments under the Debt Commitment Letter have been withdrawn or rescinded in any respect as of the date hereof. There are no side letters or other contracts or arrangements that could affect the amount, availability or conditions of the Debt Financing other than as expressly set forth in or incorporated into the Debt Commitment Letter previously furnished to the Company. (e) Each of Parent and Merger Sub affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Parent and/or Merger Sub obtain financing for or related to any of the transactions contemplated hereby.

Available Funds. CBI (a) Parent (i) has, and will have on the Closing Date, sufficient cash on hand to pay the REIT Merger Consideration, the Share Award Payments, the Partnership Merger Consideration and all fees and related expenses required to be paid by Parent and the REIT Surviving Entity, and there is not, and there will not be on the Closing Date, any restriction on the use of such cash for such purpose and (ii) has, and will have on the Closing Date, the resources and capabilities (financial or otherwise) to perform and satisfy the obligations of Parent, REIT Merger Sub and Partnership Merger Sub set forth in this Agreement, including in connection with the Mergers and the other transactions contemplated by this Agreement, in the case of each of clauses (i) and (ii), on the terms and conditions contained in this Agreement. Each of Parent, REIT Merger Sub and Partnership Merger Sub acknowledges that its obligation the obligations of each of Parent, REIT Merger Sub and Partnership Merger Sub hereunder are not subject to consummate any conditions regarding the ability of Parent, REIT Merger Sub or Partnership Merger Sub to obtain financing for the consummation of the transactions contemplated by this Agreement is not and will not be subject to or otherwise. (b) Parent has previously provided the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI Company with a true, correct and complete and correct copy of an executed commitment letter dated June 27, 2017 (including joinders, exhibits, schedules and annexes thereto) and the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI Redacted Fee Letter (collectively, the “Debt Commitment Letter”) from the Financing Commitment”), Source named therein pursuant to which, upon and subject to (and only to) the terms and subject to the conditions expressly set forth therein, the lenders party thereto have such Financing Source has committed to lend the amounts set forth therein provide Parent with financing in an aggregate amount of $750,000,000 (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Debt Commitment Letter is legal, valid and binding obligations of Parent and, to the Knowledge of Parent, each of the other parties thereto. The Debt Commitment Letter has not been amended or modified prior to the date of this Agreement, and, and as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms hereof (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and x) no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of contemplated and (y) the terms or conditions set forth commitments and obligations contained in the Financing CommitmentDebt Commitment Letter have not been withdrawn, and assuming the accuracy of the representations and warranties set forth modified or rescinded in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financingrespect. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingDebt Financing (including any flex provisions), other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms or contemplated by the MIPA in accordance with the terms of the MIPADebt Commitment Letter. As of the date hereof, CBI has paid Parent reasonably believes (both before and after giving effect to any “flex” provisions contained in full any and all commitment or other fees required by the Financing Commitment Redacted Fee Letter) that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates it will be unable able to satisfy on a timely basis any the conditions to the funding of Debt Financing contemplated by the full amount of the Financing, or Debt Commitment Letter and that the Debt Financing will not be made available to CBI Parent on the Closing Date. In no event shall the receipt or availability of any funds or Financing by Parent or any of its Affiliates or any other financing transactions be a condition to any of the obligations of Parent, REIT Merger Sub and Partnership Merger Sub hereunder.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI Parent has delivered to ABI the Company a true, correct and complete and correct fully executed copy of the executed definitive Second Amended Term Loan Facility and Restated Interim Loan Agreementthat certain equity commitment letter delivered by ArcLight Energy Partners Fund VI, L.P. to Parent, dated as of February 13, 2013, among Bank the date of America, N.A., JPMorgan Chase Bank N.A. this Agreement (the “Equity Commitment Letter” and CBI (collectivelytogether with the Term Loan Facility, the “Financing CommitmentDocuments”)) and, in each case, including all exhibits, schedules, annexes and amendments to such agreements in effect as of the date of this Agreement, pursuant to which, upon the terms which and subject to the terms and conditions thereof, each of the parties thereto (other than Parent), has severally agreed and made available the Debt Financing, and committed to provide the equity financing set forth thereinin the Equity Commitment Letter (“Equity Financing,” and together with the Debt Financing, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has Documents have not been amended amended, restated or otherwise modified or waived prior to the date of this Agreement, and, as of the date hereof, and the respective commitments contained in the Financing Commitment Documents have not been withdrawn, terminated modified or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating respect prior to the Financing Commitment that could affect the availability date of this Agreement. As of the Financing. The date of this Agreement, the Financing Commitment constitutes Documents are in full force and effect and constitute the legally legal, valid and binding obligation of CBI each of Parent and, to the knowledge of CBIParent, the other parties thereto, enforceable in accordance with its terms (except as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights, and rights generally or by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Financing other than as expressly set forth in the Financing CommitmentDocuments. The aggregate proceeds available to be disbursed pursuant There are no other agreements, side letters or arrangements that would permit the parties to the Financing CommitmentDocuments to reduce the amount of the Financing, together impose additional conditions precedent or that would otherwise materially affect the availability of the Financing on the Closing Date. The Financing Documents provide Parent with available cash on hand binding financial commitments that, when funded at Closing (assuming the satisfaction of the conditions set forth in Section 7.1 and availability under ABI’s existing credit facilitiesSection 7.3) will provide Parent with funds sufficient to consummate the Merger, will be sufficient for CBI to pay the Purchase Price Merger Consideration and pay all related of the fees and expenses on of Parent and Merger Sub required to be paid at the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPAClosing. As of the date hereofof this Agreement, CBI no event has paid occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in full any and all commitment or other fees required by each case, on the part of Parent under the Financing Commitment that are due as of the date hereof. As of the date hereofDocuments or, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding knowledge of the full amount of the FinancingParent, or that any other party to the Financing will not be available to CBI on the Closing DateDocuments.

Available Funds. CBI acknowledges that its obligation (a) Parent is a party to consummate and has accepted a fully executed commitment letter dated March 2, 2022 (as amended, modified, supplemented, replaced or extended from time to time after the transactions contemplated by this Agreement is not date hereof in compliance with Section 6.12, together with all exhibits and will not be schedules thereto, the “Commitment Letter”), pursuant to which the Financing Entities named therein have agreed, subject to the receipt by CBI of any terms and conditions thereof, to provide debt financing or in the consummation of any other transaction other than amounts set forth therein. The debt financing committed to be funded on the occurrence of Closing Date pursuant to the MIPA Transaction Closing. CBI Commitment Letter is collectively referred to in this Agreement as the “Financing.” Parent has delivered to ABI the Company a true, complete and correct copy of the fully executed definitive Second Amended and Restated Interim Loan AgreementCommitment Letter. (b) Except as expressly set forth in the Commitment Letter, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject there are no conditions precedent to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies obligations of the fee letter and engagement letters Financing Entities to provide the Financing or any contingencies that could permit the Financing Entities to reduce the total amount of the Financing, including any condition or other contingency relating to the amount of availability of the Financing Commitment pursuant to any “flex” provision. Assuming satisfaction or waiver (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to extent permitted by applicable Law) of the date of this Agreement, andconditions in Section 7.1 and Section 7.2, as of the date hereof, the respective commitments contained Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all material terms and conditions to be satisfied by it in the Commitment Letter on or prior to the Closing Date or that the Financing Commitment will not be available to Parent on the Closing Date, nor does Parent have knowledge that any of the Financing Entities will not been withdrawn, terminated or rescinded in any respectperform its obligations thereunder. There are no side letters, understandings or other agreements, side letters contracts or arrangements to which CBI or its Affiliates is a party of any kind relating to the Financing Commitment Letter that could affect the availability availability, conditionality, enforceability, termination or amount of the Financing. . (c) The Financing Financing, when funded in accordance with the Commitment Letter and giving effect to any “flex” provision in or related to the Commitment Letter (including with respect to fees and original issue discount), shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of the respective Parent Parties’ payment obligations required to be paid on the Closing Date under this Agreement and under the Commitment Letter, including the payment of the Merger Consideration and any fees and expenses of or payable on the Closing Date by a Parent Party pursuant to the terms of this Agreement and the Commitment Letter and to prepay, repay, refinance or satisfy and discharge all outstanding indebtedness of the Company and the Company Subsidiaries (if any) that is required pursuant to its terms to be prepaid, repaid, refinanced or satisfied and discharged at the Closing (such amounts, collectively, the “Merger Amounts”). (d) The Commitment Letter constitutes the legally valid a legal, valid, binding and binding enforceable obligation of CBI Parent and, to the knowledge of CBIParent, the other parties theretoparty thereto and is in full force and effect, enforceable in accordance with its terms (except each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other reorganization or similar applicable Laws of general applicability relating to or affecting creditors’ rights, rights generally and by general equitable principles)principles of equity. The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any To the knowledge of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPAParent, as of the date hereof, no event has occurred which, with or without notice, lapse of time time, or both, would constitutes, or could reasonably be expected to constitute constitute, a breachdefault, default breach or a failure to satisfy any a condition precedent set forth therein. As on the part of Parent under the terms and conditions of the date hereof, no lender has notified CBI of Commitment Letter. Parent or an Affiliate thereof on its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI behalf has paid in full any and all commitment or fees and other fees required by to be paid on or before the Financing date of this Agreement pursuant to the terms of the Commitment that are Letter, and will pay in full any such amounts due after the date of this Agreement and through and including the Closing Date as and when due. The Commitment Letter has not been materially modified, amended or altered as of the date hereof. As ; the Commitment Letter will not be amended, modified or altered at any time through the Closing, except as permitted by Section 6.12 (with any such amendment, modification or alteration promptly notified in writing to the Company to the extent required by Section 6.12); and, as of the date hereof, CBI to the knowledge of Parent, the commitment under the Commitment Letter has not been terminated, reduced, withdrawn or rescinded in any respect, and no reason termination, reduction, withdrawal or rescission thereof is contemplated. (e) The obligations of the Parent Parties under this Agreement are not subject to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to regarding the funding Parent Parties’, their respective Affiliates’ or any other Person’s (including, for the avoidance of doubt, the Company’s or any Subsidiary of the full amount of Company’s) ability to obtain the Financing, or that the Financing will not be available to CBI on the Closing Date.

Available Funds. CBI acknowledges that its obligation The Buyer has access to, and will have access to at the Closing, cash which is sufficient to enable it to consummate the transactions contemplated by this Agreement is not (including paying the Purchase Price and will not be subject other costs and expenses contemplated by this Agreement). Corix Infrastructure Inc. has delivered a valid and binding equity commitment letter to Highstar Capital Fund II, L.P. pursuant to which Corix Infrastructure Inc. has committed to fund the Purchase Price to the receipt by CBI of any financing or Buyer at the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI Closing (a true, complete and correct copy of which has been provided to the executed definitive Second Amended Sellers) and Restated Interim Loan Agreement, dated as Corix Infrastructure Inc. has received a valid and binding equity commitment letter from certain affiliates of February 13, 2013, among Bank British Columbia Investment Management Corporation (“bcIMC”) pursuant to which bcIMC has committed to fund or cause its Affiliates to fund the Purchase Price to Corix Infrastructure Inc. at the Closing (a copy of America, N.A., JPMorgan Chase Bank N.A. and CBI which has been provided to the Sellers) (collectively, the “Financing CommitmentCommitment Letters”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Each Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment Letter is in full force and effect and has not been withdrawnwithdrawn or terminated, rescinded or terminated or otherwise amended or modified in any respect, and no such withdrawal, termination, amendment or modification is contemplated. Neither CBI nor Each Commitment Letter is a legal, valid and binding obligation of the parties thereto. There are no other agreements, side letters or arrangements relating to any Commitment Letter that could affect the availability of its Affiliates is the funding of the Purchase Price under such Commitment Letters (the “Financing”), and the Buyer does not know of any facts or circumstances that may be expected to result in breach of any of the terms or conditions set forth in any Commitment Letter not being satisfied, or the Financing Commitmentnot being available to the Buyer, and assuming on the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no Closing Date. No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As breach on the part of the date hereofBuyer or any other party under any term or condition of any Commitment Letter, no lender has notified CBI of its intention to terminate and the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI Buyer has no reason to believe that CBI any term or condition of closing to be satisfied by under the Commitment Letters will not be timely satisfied. Any and any all commitment fees or other fees required by each Commitment Letter to be paid have been paid on or before the date of its applicable Affiliates this Agreement. The Commitment Letters contain all of the conditions precedent to the obligations of the parties thereunder to make the Financing available on the terms therein. The Financing will be unable available to satisfy the Buyer on a timely basis to consummate the transactions contemplated by this Agreement and the Buyer knows of no fact or circumstance that would cause the Financing to be unavailable on such basis. It is acknowledged and agreed by the Parties that the obligations of the Buyer under this Agreement are not subject to any conditions regarding the Buyer’s, its Affiliate’s, or any other Person’s ability to obtain financing for the funding consummation of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing Datetransactions contemplated hereby.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI (a) Parent has delivered to ABI a true, the Company true and complete and correct copy copies as of the date of this Agreement of (i) the fully executed definitive Second Amended and Restated Interim Loan Agreementdebt commitment letter, dated as of February 13, 2013, among Bank the date of America, N.A., JPMorgan Chase Bank N.A. this Agreement (including all exhibits and CBI (collectivelyschedules thereto, the “Financing CommitmentDebt Commitment Letter”), pursuant to which, upon the terms by and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement among Parent and the MIPA Transaction. CBI has delivered to ABI trueFinancing Parties specified therein and (ii) the executed fee letters, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to each dated the date of this Agreement, andreferenced therein, as relating to fees and other terms with respect to the Debt Financing contemplated by such Debt Commitment Letter (with only fee amounts and customary “flex” terms redacted, none of which redacted provisions could affect the conditionality, enforceability or availability, or reduce the aggregate principal amount, of the Debt Financing) (collectively, the “Fee Letters” and together with the Debt Commitment Letter, the “Debt Commitment Letters”). Pursuant to the Debt Commitment Letters, and subject to the terms and conditions thereof, the Financing Parties have committed to provide Parent with the amounts set forth in the Debt Commitment Letter for the purposes set forth therein (the debt financing contemplated in the Debt Commitment Letters, together with any replacement debt financing, including any bank financing or debt securities issued in lieu thereof, the “Debt Financing”). (b) As of the date hereofof this Agreement, the respective commitments contained in the Financing Debt Commitment have not been withdrawn, terminated or rescinded in any respect. There Letters are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has the respective commitments thereunder have not been withdrawn, rescinded rescinded, reduced or terminated terminated, or otherwise amended or modified in any respect, and and, to the Knowledge of Parent, no such termination, reduction, withdrawal, rescission, amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any contemplated (other than as set forth therein with respect to “flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Debt Commitment Letters as of the terms date of this Agreement), and the Debt Commitment Letters, in the form so delivered, constitute the legal, valid and binding obligations of, and are enforceable against, Parent and, to the Knowledge of Parent, each of the other non-affiliated parties thereto, subject, in each case, to the Bankruptcy and Equity Exception. (c) Parent has fully paid (or caused to be paid) any and all commitment fees or other amounts required by the Debt Commitment Letters to be paid on or before the date of this Agreement. Except as expressly set forth in the Debt Commitment Letters, there are no conditions precedent to the obligations of the Financing Parties to provide the Debt Financing or any contingencies that would permit the Financing Parties to reduce the aggregate principal amount of the Debt Financing. Assuming the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b), Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Financing CommitmentDebt Commitment Letter on or prior to the Closing Date, and assuming the accuracy nor does Parent have Knowledge as of the representations and warranties set forth in Articles II and III and performance by ABI date of this Agreement that any Financing Party will not perform its obligations under this Agreement thereunder. Except for customary bond engagement letters and for the MIPAredacted Fee Letters provided to the Company in accordance with clause (a) above, as of the date hereofof this Agreement, there are no contracts, agreements, “side letters” or other arrangements to which Parent is a party relating to the Debt Commitment Letters or the Debt Financing. (d) As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute constitute, a breach, default or failure breach by Parent or its Subsidiaries or, to satisfy the Knowledge of Parent, any condition precedent set forth therein. As other party thereto, of any term of the date hereof, no lender has notified CBI of its intention to terminate the Financing Debt Commitment or not to provide the FinancingLetters. There are no conditions precedent or other contingencies related to the funding of the full amount of the The Debt Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby when funded in accordance with the terms of this Agreement Debt Commitment Letters and all amounts due under giving effect to any “flex” provision in the MIPA and all related Debt Commitment Letters (including with respect to fees and expense on original issue discount), together with cash of Parent and its Subsidiaries (other than the terms contemplated by Company and its Subsidiaries) and the MIPA in accordance with the terms other sources of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be funds immediately available to CBI Parent on the Closing Date, will provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s obligations under this Agreement and the Debt Commitment Letters, including the payment of the aggregate amount of Per Share Merger Consideration and any fees and expenses of or payable by Parent or Merger Sub or Parent’s other Affiliates, and for the repayment or refinancing of the Company Credit Agreements and the Company Notes (other than the 2024 Debentures) to the extent required in connection with the transactions described in, this Agreement or the Debt Commitment Letters (such amounts, collectively, the “Financing Amounts”). (e) Parent and Merger Sub expressly acknowledge and agree that their obligations under this Agreement to consummate the Merger or any of the other transactions contemplated by this Agreement, are not subject to, or conditioned on, the receipt or availability of any funds or the Debt Financing.

Available Funds. CBI acknowledges that its obligation As of the Effective Time, Parent and Merger Sub will have available to them, directly or through one or more Affiliates, all funds necessary to consummate the transactions contemplated by this Agreement is not Merger and will not be subject for the payment to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence Paying Agent of the MIPA Transaction Closingaggregate Per Share Merger Consideration and to satisfy all of their obligations under this Agreement. CBI Parent has delivered to ABI a the Company true, complete and correct copy copies, including all exhibits, schedules or amendments thereto, of the fully executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated as of February 13, 2013the date hereof, among Bank of AmericaParent Holdco, N.A.Parent, JPMorgan Chase Bank Bank, N.A. and CBI X.X. Xxxxxx Securities LLC (collectively, the “Financing CommitmentLender Parties”) (the “Debt Commitment Letter”), pursuant to whichwhich the Lender Parties have committed, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein in the Debt Commitment Letter (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Debt Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement. Neither Parent Holdco, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in Parent nor Merger Sub has entered into any respect. There are no agreementsagreement, side letters letter or arrangements to which CBI or its Affiliates is a party other arrangement relating to the Financing Commitment that could affect the availability financing of the Financingpayments to be made by them at the Effective Time or transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letter and the fee letter and engagement letters related thereto. The Financing Debt Commitment constitutes the legally valid Letter is in full force and effect and represents a valid, binding and enforceable obligation of CBI Parent Holdco and Parent and, to the knowledge of CBIthe Parent, Parent Holdco and Merger Sub, the other parties theretoLender Parties, enforceable to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions precedent set forth in accordance with its terms (except as the Debt Commitment Letter and, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or other similar Laws laws of general applicability application relating to or affecting rights of creditors’ rights. Parent Holdco and Parent have fully paid (or caused to be paid) any and all commitment fees and other amounts, if any, that are due and by general equitable principles)payable on or prior to the date of this Agreement in connection with the Debt Financing. The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any As of the terms or conditions set forth in the Financing Commitmentdate of this Agreement, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and Section 5.1 such that the MIPA, as of the date hereofcondition set forth in Section 7.2(a) is satisfied, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breachbreach or default on the part of Parent Holdco or Parent, default or, to the knowledge of Parent Holdco, Parent or failure to satisfy any condition precedent set forth thereinMerger Sub, the Lender Parties thereto under the Debt Commitment Letter. As of the date hereofof this Agreement, no lender has notified CBI assuming the accuracy of the representations and warranties set forth in Section 5.1 such that the condition set forth in Section 7.2(a) is satisfied, and the performance by the Company of its intention obligations under this Agreement, neither Parent Holdco, Parent nor Merger Sub has any reason to terminate believe that they or the Financing Lender Parties will be unable to satisfy on a timely basis any term of the Debt Commitment or not to provide Letter and the Financingfee letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as expressly the conditions precedent set forth in the Financing CommitmentDebt Commitment Letter and the Fee Letter (as defined in the Debt Commitment Letter). The aggregate proceeds available to be disbursed pursuant to the Financing CommitmentParent Holdco, together with available cash on hand Parent and availability Merger Sub understand and acknowledge that under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement Agreement, Parent’s and all amounts due under Merger Sub’s obligations to consummate the MIPA and all related fees and expense on Merger are not in any way contingent upon or otherwise subject to Parent Holdco’s, Parent’s or Merger Sub’s consummation of any financing arrangements, Parent Holdco’s, Parent’s or Merger Sub’s obtaining of any financing or the terms contemplated by the MIPA in accordance with the terms availability, grant, provision or extension of the MIPA. As of the date hereofany financing to Parent Holdco, CBI has paid in full any and all commitment Parent or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing DateMerger Sub.

Available Funds. CBI acknowledges Each of Parent and Merger Sub affirms that it is not a condition to the Closing or to any of its obligation to consummate the transactions contemplated by other obligations under this Agreement is not and will not be subject that Parent or Merger Sub obtain financing for or related to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction ClosingTransactions. CBI has delivered to ABI a trueParent and Merger Sub have received (a) executed equity commitment letters dated the date of this Agreement (including all exhibits, complete schedules, annexes, supplements and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreementamendments thereto, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing CommitmentEquity Commitment Letters”) from (i) the Guarantor, pursuant to which the Guarantor has committed to invest cash, subject to (and only to) the terms and conditions therein, in an aggregate amount set forth therein and (ii) the HVP Equity Investors pursuant to which the HVP Equity Investors have committed to invest cash, subject to (and only to) the terms and conditions therein, in an aggregate amount set forth therein (together with the Guarantor’s commitment under the Guarantor’s Equity Commitment Letter, collectively, the “Equity Financing”), and (b) an executed debt commitment letter dated as of the date of this Agreement (including all exhibits, schedules, annexes, supplements and amendments thereto and each fee and engagement letter related thereto, with only the fee amounts and any economic provisions of the “market flex provisions” of the fee letter, if any, redacted (none of which redacted provisions adversely affect the availability of or impose any additional conditions on the availability of the Debt Financing at the Closing), collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters, the “Commitment Letters”) from the Debt Financing Sources pursuant to whichwhich such Debt Financing Sources have committed, upon subject to the terms and subject solely to the conditions set forth therein, to provide to Parent and Merger Sub the lenders party thereto have committed to lend the amounts amount of financing set forth therein in the Debt Commitment Letter (the “Debt Financing” and, together with the Equity Financing, the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction). CBI has delivered to ABI A true, correct, complete and correct copies fully-executed copy of each Commitment Letter and any related engagement letter and fee letter (except for provisions in the fee letter related solely to fees and engagement letters relating to economic terms (other than covenants) that may be redacted at the request of the Debt Financing Commitment (redacted only Sources) as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to in effect on the date of this AgreementAgreement has been previously provided to the Company. Subject to the satisfaction (or waiver) of the conditions set forth in the Commitment Letters, andthe aggregate proceeds contemplated by the Commitment Letters will be sufficient, when funded to enable Parent and Merger Sub to consummate the Transactions (including the refinancing of existing Indebtedness of the Company to be paid at the Closing) and pay all amounts (including fees, premiums, and expenses) required to be paid by Parent and/or Merger Sub hereunder at the Closing in connection with the Transactions. There are no conditions precedent related to the Equity Financing as contemplated by the Equity Commitment Letters or the Debt Financing as contemplated by the Debt Commitment Letter, other than as set forth in the applicable Commitment Letter, and as of the date hereof, of this Agreement none of the respective commitments contained in the Financing Equity Commitment Letters or Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates Each Commitment Letter is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI in full force and effect and enforceable against Parent and Merger Sub and, to the knowledge of CBIParent, the each other parties Person party thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium subject to the Bankruptcy and other similar Laws of general applicability relating to or affecting creditors’ rightsEquity Exceptions, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereofof this Agreement Parent has not amended, modified, supplemented, or waived any of the conditions or contingencies to funding contained therein (including definitive agreements related thereto) or any other provision of, or remedies under, the Commitment Letters (including definitive agreements related thereto). As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breachbreach or default on the part of Parent or Merger Sub or, default to the knowledge of Parent or failure to satisfy Merger Sub, any condition precedent set forth thereinof the other parties thereto, under the Commitment Letters that has not been cured or irrevocably waived or that would otherwise make the Financing not available on the Closing Date. As of the date hereofof this Agreement, none of the Commitment Letters has been amended or modified, no lender has notified CBI such amendment or modification is pending or contemplated by Parent or Merger Sub (other than amending the Debt Commitment Letter to add lenders, arrangers, bookrunners, agents, managers or similar entities that have not executed the Debt Commitment Letter as of its intention to terminate the Financing Commitment date of this Agreement) or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding knowledge of Parent, the full amount of other parties thereto. Parent or Merger Sub has fully paid all commitment and other fees to the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available extent (if any) required to be disbursed pursuant paid under the Commitment Letters on or prior to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms date of this Agreement Agreement, and will timely pay all amounts due commitment and other fees to the extent (if any) required to be paid under the MIPA and all related fees and expense on Commitment Letters after the terms contemplated by the MIPA in accordance with the terms date of the MIPAthis Agreement. As of the date hereofof this Agreement, CBI has paid in full any and all commitment or other fees required by assuming the Financing Commitment that are due as satisfaction of the date hereof. As of the date hereofconditions set forth in Section 7.01 and Section 7.02, CBI neither Parent nor Merger Sub has no any reason to believe that CBI and it or any of its applicable Affiliates other party will be unable to satisfy on a timely basis any conditions applicable condition to the funding of the full amount of the Financing, and to Parent’s knowledge there are no facts or circumstances that will result in (x) any of the conditions set forth in the Commitment Letters not being satisfied or (y) the Financing will not be being made available to CBI Parent and Merger Sub on a timely basis in order to consummate the Transactions on the Closing Date. There are no side letters or other contracts or arrangements that could affect the amount, availability or conditions of the Financing other than as expressly set forth in the Commitment Letters which have been previously furnished to the Company.

Available Funds. CBI acknowledges that its obligation Parent and Merger Sub have or, at Closing, shall have, sufficient cash, available lines of credit or other sources of immediately available funds to permit Parent and Merger Sub to perform all of their obligations under this Agreement and to consummate the transactions contemplated by Offer and the Merger. Concurrently with the execution of this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI Agreement, Centre Lane Partners V, L.P. (“Sponsor”) has delivered to ABI Parent a true, complete and correct copy of the duly executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant equity commitment letter agreeing to which, upon the terms and subject provide equity financing to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein Parent and/or Merger Sub (the “FinancingEquity Commitment Letter”) for the purpose of funding the transactions contemplated by this Agreement Offer and the MIPA Transaction. CBI has delivered to ABI trueMerger (such committed financing, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein“Equity Financing”). The Financing Parent or Merger Sub, as applicable, has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Equity Commitment has not been amended Letter to be paid on or modified prior to before the date of this Agreement. The aggregate proceeds from the Equity Financing (after netting out applicable fees, expenses, original issue discount and similar premiums and charges) constitute all of the financing required for the consummation of the Offer, the Merger and the other Transactions, and are sufficient in amount for Parent or Merger Sub, as applicable, to pay the Offer Price payable in the Offer for all Company Shares tendered in the Offer, the Merger Consideration, any other amounts required to be paid in connection with the consummation of the Transactions (including any amounts payable in respect of Company Options, Company RSUs and Company PSUs under this Agreement) and, together with the Company’s cash on hand as of the Closing Date, all associated fees, costs and expenses in connection with the Offer, the Merger and the other Transactions, including the Equity Financing, in each case, to the extent required to be paid on the Closing Date. As of the date hereof, the respective commitments contained in the Financing Equity Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates Letter is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally legal, valid and binding obligation of CBI andParent, to the knowledge of CBI, the other parties theretoMerger Sub and Sponsor, enforceable in accordance with its terms (terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights, and rights generally or by general equitable principlesprinciples (whether considered in a Proceeding at law or in equity). As of the date hereof, the Equity Commitment Letter is the only agreement relating to the Equity Financing. The only conditions precedent related to the obligations of Sponsor to fund the full amount of the Equity Financing are expressly set forth in the Equity Commitment Letter. Other than as expressly set forth in such Equity Commitment Letter, there are no other Contracts relating to Sponsor’s obligation to fund the full amount of the Equity Financing that could affect the amount, availability or conditionality of the Equity Financing. As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect. As of the date hereof, and no such amendment or modification is contemplated. Neither CBI neither Parent nor any of its Affiliates Merger Sub is in breach of any of the terms or conditions set forth in the Financing CommitmentEquity Commitment Letter and, and assuming to the accuracy Knowledge of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereofParent, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy breach on the part of Sponsor under any condition precedent set forth therein. As term of the date hereofEquity Commitment Letter or, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding would (i) make any of the full amount assumptions or any of the Financing, other than as expressly statements set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing CommitmentEquity Commitment Letter inaccurate in any material respect, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby (ii) result in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms any of the MIPA. As of conditions in the date hereof, CBI has paid Equity Commitment Letter not being satisfied or (iii) otherwise result in full any and all commitment the Equity Financing not being available at the Acceptance Time or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing Date. A true and complete copy of the Equity Commitment Letter has been made available to the Company. The Equity Commitment Letter provides that the Company is an express third-party beneficiary in connection with Company’s exercise of its rights under Section 8.14.

Available Funds. CBI acknowledges that its obligation Parent has delivered to consummate the transactions contemplated by this Agreement is not Company true, correct and will not be complete copies, as of the date hereof, of (i) fully executed Equity Commitment Letters from the Guarantors to invest, subject to the receipt by CBI terms and conditions therein, cash in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”), and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and (subject to redactions of any financing or the consummation of any other transaction other than the occurrence fee amounts, pricing caps and certain economic terms of the MIPA Transaction Closing. CBI has delivered to ABI a truepricing flex, complete and correct copy so long as such redaction does not cover terms that could adversely affect the conditionality, amount, availability or termination of the executed definitive Second Amended and Restated Interim Loan AgreementDebt Financing) fee letter from the Debt Financing Sources identified therein (together, dated as of February 13the “Debt Commitment Letter” and, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectivelytogether with the Equity Commitment Letters, the “Financing CommitmentCommitment Letters”)) to provide, pursuant to which, upon on the terms and subject only to the conditions set forth expressly stated therein, the lenders party thereto have committed to lend debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, the “Financing”). As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended or modified, no terms thereunder have been waived, and, to the knowledge of Parent, no such withdrawal, termination, repudiation, rescission, amendment, modification or waiver is contemplated. Parent or Merger Sub has fully paid any and all commitment fees or other fees payable on or prior to the date hereof in connection with the Financing Commitment Letters. Assuming (i) the Financing is funded in accordance with the Equity Commitment Letters and the Debt Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters and the Debt Commitment Letter (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) will, in the aggregate be sufficient for Parent and Merger Sub and the purpose Surviving Corporation to pay all amounts required to be paid in connection with the Merger and the transactions contemplated in this Agreement and Financing Commitment Letters, including, without limitation, payment of funding the Aggregate Merger Consideration, repayment or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement or the Debt Commitment Letter, and payment of any other fees and expenses and payment obligations required to be paid or satisfied by Parent or Merger Sub on or prior to the Closing Date in connection with the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI trueFinancing (the “Required Amount”), complete and correct copies assuming the satisfaction of the fee letter conditions set forth in Section 7.02(a) and engagement letters relating to Section 7.02(b) on the Financing Commitment (redacted only as to the matters indicated therein)Closing Date. The Financing Commitment has not been amended or modified prior to the date of this Agreement, andLetters are, as of to Parent, Merger Sub and the date hereofother parties thereto, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid enforceable against Parent and binding obligation of CBI Merger Sub and, to the knowledge of CBIParent, each of the other parties thereto, enforceable in accordance with its terms (except their terms, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other reorganization or similar Applicable Laws of general applicability relating to or affecting creditors’ rights, rights generally and by general equitable principles)principles of equity. The As of the date hereof, the Financing Commitment is Letters are in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, 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 breach, default or failure breach on the part of Parent or Merger Sub or, to satisfy the knowledge of Parent, any condition precedent other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth therein. As in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or Parent does not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full have any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any the conditions to the funding of the full amount of the Financing, Financing will not be satisfied on a timely basis or that the full amount of the Financing will not be available to CBI Parent or Merger Sub on the date of the Closing. As of the date hereof, the Financing Commitment Letters contain all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Financing available to Parent on the terms therein. There are no side letters or other agreements, arrangements or understandings (other than with respect to an alternative financing consistent with the provisions of Section 6.17(b)) that could affect the availability of the Financing on the Closing DateDate to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the Required Amount other than as expressly set forth in the Financing Commitment Letters. The Equity Commitment Letters provide, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. The obligations of Parent and Merger Sub under this Agreement are not subject to any conditions regarding Parent’s, Merger Sub’s, their respective Affiliates’ or any other Person’s (including, for the avoidance of doubt, the Company’s or any Subsidiary of the Company’s) ability to obtain the Financing.

Available Funds. CBI acknowledges that its obligation As of the date hereof and immediately prior to consummate the transactions contemplated by this Agreement is not Closing, the Buyer has and will not be subject have no less than $175,000,000 (the “Trust Fund”) invested in a trust account (the “Trust Account”) held in trust by JPMorgan Chase & Co., maintained by Continental Stock Transfer Trust Company acting as trustee (the “Trustee”) pursuant to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Investment Management Trust Agreement, dated as of February 13April 17, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI 2007 (collectively, the “Financing CommitmentTrust Agreement”), pursuant to which, upon as described in the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose Buyer’s certificate of funding incorporation. Upon consummation of the transactions contemplated by this Agreement and notice thereof to the MIPA Transaction. CBI has delivered Trustee, the Trust Account will terminate and the Trustee shall thereupon be obligated to ABI truerelease as promptly as practicable to the Buyer the Trust Fund held in the Trust Account (less deferred underwriting discounts and commissions), complete and correct copies which Trust Fund will be free of any Encumbrances and, after taking into account any amounts paid in connection with (i) obtaining a fairness opinion from an unaffiliated, independent investment banking firm that is a member of the fee letter National Association of Securities Dealers, Inc. and engagement letters relating (ii) the conversion by public stockholders of the Buyer voting against the transactions contemplated hereby of up to 29.99% of the Financing Commitment (redacted only as shares of the Buyer’s Stock issued in the Buyer’s initial public offering. As of the Closing Date, the obligations of the Buyer to dissolve or liquidate within the matters indicated therein). The Financing Commitment has not been amended or modified prior to time specified in the date certificate of this Agreementincorporation of the Buyer shall terminate, and, and effective as of the date hereofClosing Date, the respective commitments contained in Buyer shall have no obligation whatsoever to dissolve and liquidate the Financing Commitment have not been withdrawnassets of the Buyer by reason of the consummation of the transactions contemplated hereby, terminated or rescinded in and following the Closing, no holder of the Buyer’s Stock shall be entitled to receive any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating amount from the Trust Account except to the Financing Commitment that could affect extent such holder votes against the availability approval of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPAtransactions contemplated hereby and demand, as contemporaneous with such vote, that the Buyer convert such holder’s shares of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed Buyer’s Stock into cash pursuant to the Financing Commitment, together with available cash on hand and availability under ABIBuyer’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms certificate of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing Dateincorporation.

Available Funds. CBI acknowledges that its obligation (a) To the knowledge of Parent, the Parent on the Closing Date will have, sufficient funds to consummate purchase the Common Stock and pay the Merger Consideration in accordance with the terms hereof, pay all related fees and expenses, commence and effect all other transactions contemplated by hereby. (b) Exhibit B of this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a sets forth true, accurate and complete and correct copy copies of the executed definitive Second Amended and Restated Interim Loan Agreementcommitment letters from Xxxxxx Xxxxx Capital, dated as of February 13, 2013, among Bank of AmericaFifth Third Bank, N.A., JPMorgan Chase National City Bank, LaSalle Bank Midwest N.A. and CBI GoldenTree Asset Management, L.P. (collectively, the “Debt Financing CommitmentCommitment Letters”), pursuant to which, upon the terms and subject to the terms and conditions set forth thereinthereof, the lenders party lender parties thereto have committed to lend the amounts set forth therein (the “Financing”) to Parent for the purpose of funding the transactions contemplated by this Agreement and hereby (the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the “Debt Financing”). (c) The Debt Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There Letters are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has have not been withdrawn, rescinded withdrawn or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any Each of the terms or conditions set forth Debt Financing Commitment Letters, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto. There are no other agreements, side letters or arrangements relating to the Debt Financing Commitment, and assuming Commitment Letters that could affect the accuracy availability of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy breach on the part of Parent under any term or condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Debt Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingLetters, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI Parent has no reason to believe that CBI and any of its applicable Affiliates it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Debt Financing Commitment Letters. Parent has fully paid any and all commitment fees or other fees required by the Debt Financing Commitment Letters to be paid on or before the date of this Agreement. The aggregate proceeds from the Debt Financing constitute all of the financing required to be provided by Parent, and are sufficient for the satisfaction of all of Parent’s obligations under this Agreement in an amount sufficient to consummate the transactions contemplated hereby, including the payment of the Merger Consideration and the payment of all associated costs and expenses (including any refinancing of indebtedness of Parent required in connection therewith, the “Required Amount”). The Debt Financing Commitment Letters contain all of the conditions precedent to the funding obligations of the full amount parties thereunder to make the Debt Financing available to Parent on the terms therein. None of the FinancingDebt Financing Commitment Letters has been withdrawn and Parent does not know of any facts or circumstances that may be expected to result in any of the conditions set forth in the Debt Financing Commitment Letters not being satisfied. (d) Parent’s obligations under this Agreement are not subject to any conditions regarding Parent’s, its affiliates’ or that any other Person’s ability to obtain financing for the Financing will not consummation of the Mergers or the transactions contemplated hereby. (e) Assuming the satisfaction of the condition set forth in Section 6.2(a), Parent and the Surviving Corporations shall be available solvent following the Closing, after giving effect to CBI on the Closing DateMergers contemplated in this Agreement, including any indebtedness incurred in connection therewith.

Available Funds. CBI acknowledges that its obligation (a) Parent has received and accepted, and has delivered to consummate the transactions contemplated by this Agreement is not Company, a true, correct and will not be complete fully executed copy of the Equity Commitment Letter from the Sponsor to invest, subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, cash in the lenders party thereto have committed to lend the amounts aggregate amount set forth therein (being referred to as the “Equity Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Equity Commitment Letter has not been withdrawn, terminated, repudiated, rescinded, supplemented, amended or modified prior modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, supplement, amendment, modification or waiver is contemplated. (b) Parent or Merger Sub has fully paid any and all commitment fees or other fees required to be paid pursuant to the terms of the Equity Commitment Letter on or before the date of this Agreement, and, as . Assuming the accuracy of the date hereofrepresentations and warranties of the Company set forth in this Agreement and the performance in all material respects by the Company of its obligations under this Agreement, at the Closing, the respective commitments contained net proceeds contemplated by the Equity Commitment Letter will be sufficient for the Parent Parties and the Surviving Entity to pay all amounts required to be paid in connection with the Financing Merger and Equity Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability Letter (including payment of the Merger Consideration, repayment or refinancing of debt of any Acquired Company contemplated by this Agreement, and payment of all other fees and Expenses and obligations required to be paid or satisfied by Parent or Merger Sub in connection with the Merger and the Equity Financing. ). (c) The Financing Equity Commitment constitutes the legally valid Letter is enforceable against Parent and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable Sponsor in accordance with its terms (terms, in each case, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws of general applicability relating to or affecting creditors’ rights, rights generally and by general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Financing Equity Commitment Letter is in full force and effect and has not been withdrawnconstitutes the legal, rescinded or terminated or otherwise amended or modified in any respectvalid and binding obligation of the parties thereto, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, 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 breach, default or failure to satisfy any condition precedent set forth thereinbreach under the Equity Commitment Letter. As Assuming the accuracy of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding representations and warranties of the full amount of the Financing, other than as expressly Company set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and the performance in all amounts due under the MIPA and all related fees and expense on the terms contemplated material respects by the MIPA in accordance with the terms Company of the MIPA. As of the date hereofits obligations under this Agreement, CBI has paid in full Parent does not have any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any the conditions to the funding of the full amount of the Financing, Equity Financing will not be satisfied on a timely basis or that the full amount of the Equity Financing will not be available to CBI Parent or Merger Sub on the Closing Date. The Equity Commitment Letter contains all of the conditions precedent and other conditions and contingencies to the obligations of Sponsor to make the full amount of the Equity Financing available to Parent on the terms therein. There are no side letters or other agreements, arrangements or understandings (written or oral) to which Parent or any of its Affiliates is a party related (directly or indirectly) to the Equity Financing other than as expressly set forth in the Equity Commitment Letter that could affect the conditionality, enforceability, availability, termination or amount of the Equity Financing. (d) The obligations of the Parent Parties under this Agreement are not subject to any conditions regarding Parent’s, Merger Sub’s, their respective Affiliates’ or any other Person’s (including, for the avoidance of doubt, any of the Acquired Companies) ability to obtain the Equity Financing or any other financing.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI Parent has delivered to ABI a the Company true, correct and complete fully executed copies of (i) the Equity Commitment Letter from the Sponsor to invest, on the terms and correct copy of subject only to the executed definitive Second Amended conditions expressly stated therein, cash in the aggregate amount set forth therein (the “Equity Financing”), (ii) a commitment letter (together with all exhibits, schedules, and Restated Interim Loan Agreementannexes thereto) from the financial institutions identified therein (the “Debt Commitment Letter” and, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectivelytogether with the Equity Commitment Letter, the “Financing CommitmentCommitment Letters”)) to provide, pursuant to which, upon on the terms and subject only to the conditions set forth expressly stated therein, the lenders party thereto have committed to lend debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, the “Financing”) and (iii) all fee letters (subject to redactions of fee amounts and pricing terms, including in any “market flex” and/or “securities demand” provisions, so long as such redaction does not cover terms that could affect the conditionality, amount, timing, availability or termination of the Financing) in connection therewith (collectively, the “Fee Letter”). As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, supplemented, amended or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, supplement, amendment, modification or waiver is contemplated. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Financing Commitment Letters due and payable as of the date hereof. The net proceeds contemplated by the Equity Commitment Letter and the Debt Commitment Letter (both before and after giving effect to any “flex” provisions contained in the Fee Letter) will, in the aggregate be sufficient for Parent and Merger Sub and the purpose Surviving Corporation to pay all amounts required to be paid in connection with the Merger and the transactions contemplated in this Agreement and Financing Commitment Letters (including, without limitation, payment of funding the Aggregate Merger Consideration, repayment or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement or the Debt Commitment Letter, and payment of any other fees and expenses and obligations required to be paid or satisfied by Parent or Merger Sub in connection with the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI trueFinancing (collectively, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein“Required Amounts”)). The Financing Commitment has not been amended or modified prior to the date of this Agreement, andLetters are, as of the date hereofto Parent, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI Merger Sub and, to the knowledge of CBIParent and Merger Sub, the other parties thereto, enforceable against such Persons in accordance with its terms (except their terms, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other reorganization or similar Applicable Laws of general applicability relating to or affecting creditors’ rights, rights generally and by general equitable principles)principles of equity. The As of the date hereof, the Financing Commitment is Letters are in full force and effect and has not been withdrawnconstitute the legal, rescinded or terminated or otherwise amended or modified in any respectvalid and binding obligation of Parent and Merger Sub (as applicable), and no such amendment or modification is contemplated. Neither CBI nor any to the knowledge of its Affiliates is in breach of any of Parent and Merger Sub, the terms or conditions set forth in the Financing Commitment, other parties thereto; and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, 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 breach, default or failure to satisfy breach under any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment Letters or the Fee Letter. Parent does not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full have any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe (both before and after giving effect to any “flex” provisions contained in the Fee Letter) that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any the conditions to the funding of the full amount of the Financing, Financing will not be satisfied on a timely basis or that the amount of the Financing necessary to fund the Required Amounts will not be available to CBI Parent or Merger Sub on the Closing Datedate of the Closing, assuming the conditions set forth in Sections 7.01 and 7.02 are satisfied at Closing. Neither Parent nor Merger Sub is aware of any fact, event or other occurrence that makes any of the representations or warranties of Parent or Merger Sub in any Financing Commitment Letters misleading or inaccurate in any material respect. The Financing Commitment Letters contain all of the conditions precedent and other conditions and contingencies to the obligations of the parties thereunder to make the full amount of the Financing available to Parent on the terms therein. Other than the Debt Commitment Letter, the Equity Commitment Letter, the Fee Letter and related engagement letter, there are no side letters or other agreements, arrangements or understandings (written or oral) to which Parent or any of its Affiliates is a party related (directly or indirectly) to the Financing other than as expressly set forth in the Financing Commitment Letters. The obligations of Parent and Merger Sub under this Agreement are not subject to any conditions regarding Parent’s, Merger Sub’s, their respective Affiliates’ or any other Person’s (including, for the avoidance of doubt, the Company’s or any Subsidiary of the Company’s) ability to obtain the Financing.

Available Funds. CBI acknowledges that its obligation As of the date hereof, the Buyer Parties have delivered to the Partnership Parties true and complete fully executed copies of the Commitment Letters and the Alternative Debt Commitment Letter (in each case, together with all exhibits, schedules and annexes thereto). The aggregate proceeds contemplated by the Financing pursuant to the Debt Commitment Letter (or the aggregate proceeds of the financing contemplated under the Alternative Debt Commitment Letter) will be, if funded in accordance with the terms and conditions thereof (both before and after giving effect to any “flex” provisions contained in the Fee Letter), sufficient, when taken together with the amount of the Equity Financing, funds from the Distribution Account set forth in Section 6.17 and availability for borrowings under the TEP Credit Agreement for purposes of funding a portion of the Merger Consideration, for the Buyer Parties to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or other Transaction Documents, including the consummation of any other transaction other than the occurrence payment of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete Merger Consideration and correct copy any fees and expenses of or payable by the executed definitive Second Amended Buyer Parties under this Agreement and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. the Commitment Letters that are due and CBI payable on the Closing Date (collectively, the “Financing CommitmentRequired Amount”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as As of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability each of the Financing. The Financing Commitment Letters and the Alternative Debt Commitment Letter has been accepted by the Buyer Parties, is in full force and effect and constitutes the legally legal, valid and binding obligation of CBI the Buyer Parties and, to the knowledge of CBIBuyer Parties’ Knowledge, the each other parties party thereto, enforceable against each party thereto in accordance with its terms (terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws the Enforceability Exceptions (it being understood that the Buyer Parties may elect to borrow pursuant to only one of general applicability relating to the Debt Commitment Letter or affecting creditors’ rights, and by general equitable principlesAlternative Debt Commitment Letter). The Financing Buyer Parties 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 pursuant to the Commitment is in full force and effect and has not been withdrawn, rescinded or terminated Letters or otherwise amended or modified in any respect, and no such amendment or modification is contemplatedconnection with the Financing. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as As of the date hereof, no event has occurred occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would could constitute or could reasonably be expected to constitute a breach, breach or default or failure to satisfy any condition precedent set forth therein. As on the part of the date hereofBuyer Parties or, no lender has notified CBI to the Buyer Parties’ Knowledge, any other party thereto under any of its intention to terminate the Financing Commitment Letters or not to provide the FinancingAlternative Debt Commitment Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, Financing on the terms set forth in the Commitment Letters or the Alternative Debt Commitment Letter other than as expressly set forth in the Commitment Letters and in the Alternative Debt Commitment Letter. No party to any Commitment Letter has any right to impose, and the Buyer Parties do not have an obligation to accept, any condition precedent to such funding of the Financing Commitment. The aggregate proceeds available to be disbursed pursuant other than as expressly set forth in the applicable Commitment Letter, or any reduction to the Financing Commitment, aggregate amount available under the Commitment Letters at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letters at Closing) to an amount that would be insufficient (when taken together with available cash on hand availability for borrowings under the TEP Credit Agreement for purposes of funding a portion of the Merger Consideration) for the Buyer Parties to consummate the transactions contemplated by this Agreement and availability under ABI’s existing credit facilitiesthe other Transaction Documents, will be sufficient for CBI to pay including payment of the Purchase Price Required Amount. Assuming (a) the accuracy of the Partnership Parties’ representations and all related fees and expenses on the terms contemplated hereby warranties in accordance with the terms Article IV of this Agreement and all amounts due (b) the performance by the Partnership Parties of their respective obligations in Article VII of this Agreement, as of the date hereof, the Buyer Parties do not have any reason to believe that any of the conditions to the Financing (including to the Financing contemplated under the MIPA and all related fees and expense on Alternative Debt Commitment Letter) will not be satisfied or that the terms contemplated by the MIPA in accordance with the terms full amount of the MIPAFinancing (including to the Financing contemplated under the Alternative Debt Commitment Letter) needed to pay the Required Amount will not be available to the Buyer Parties on or prior to the Closing Date. As of the date hereof, CBI no event has paid occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a failure to satisfy a condition precedent on the part of the Buyer Parties under the terms and conditions of the Commitment Letters or under the Alternative Debt Commitment Letter. None of the Commitment Letters or the Alternative Debt Commitment Letter has been modified or amended as of the date hereof (provided that the existence or exercise of “market flex” provisions contained in full any and all commitment the Fee Letter (or other fees required by the Financing Alternative Debt Commitment that are due Letter, as applicable) shall not be deemed to constitute a modification or amendment of the Debt Commitment Papers) and, as of the date hereof, none of the commitments under any of the Commitment Letters or the Alternative Debt Commitment Letter has been withdrawn or rescinded in any respect. As of the date hereof, CBI has there are no reason other agreements, side letters or arrangements to believe that CBI and which the Buyer Parties or any of its applicable their respective Affiliates will be unable to satisfy on is a timely basis any conditions party relating to the funding Financing that could adversely affect the availability of the full amount Debt Financing (including the Financing contemplated by the Alternative Debt Commitment Letter) or the Equity Financing (it being understood that the Buyer Parties may elect to borrow pursuant to only one of the FinancingDebt Commitment Letter or Alternative Debt Commitment Letter). The Buyer Parties acknowledge and agree that it is not a condition to the Closing or to any of their obligations under this Agreement that the Buyer Parties obtain financing (including the Financing or any alternative financing) for, or that related to, any of the Financing will not be available to CBI on the Closing Datetransactions contemplated by this Agreement.

Available Funds. CBI acknowledges Guarantor’s, Parent’s and Merger Sub’s obligations hereunder are not subject to any conditions regarding Guarantor’s, Parent’s, Merger Sub’s or any other Person’s ability to obtain financing for the transactions contemplated hereby. The aggregate proceeds contemplated by that certain letter dated as of July 31, 2015, entitled “Strategic Cooperation Agreement” from China Merchants Bank, CMB Gaoan Branch (such bank, or any lending party to a Replacement Letter, the “Financing Source”) to the Guarantor (the “Bank Letter”), will provide Parent with sufficient funds to pay the aggregate Merger Consideration for the Common Shares, payments for any Company Stock Options and Company Stock-Based Awards, and the other payment obligations of Parent, Merger Sub and the Surviving Corporation hereunder, and enable Guarantor, Parent, Merger Sub and the Surviving Corporation to perform all of their respective obligations hereunder and effect the Closing on the terms contemplated by this Agreement, and there is no restriction on the use of such cash for such purpose. Parent has delivered to the Company a true, correct and complete copy of the Bank Letter. The Guarantor has all necessary corporate power and authority to execute and deliver the Bank Letter, to perform its obligation obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance of the Bank Letter by this Agreement is not the Guarantor and will not be subject to the receipt by CBI of any financing or the consummation by the Guarantor of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated thereby have been duly authorized by this Agreement and all necessary corporate action on the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies part of the fee letter Guarantor and engagement letters relating no other corporate proceedings on the part of the Guarantor are necessary to approve the Financing Commitment (redacted only as Bank Letter or to consummate the matters indicated therein)transactions contemplated thereby. The Financing Commitment has not been amended or modified prior to Bank Letter is the date of this Agreementlegal, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI the Guarantor, and, to the actual knowledge of CBIParent, the other parties theretoFinancing Source, and is enforceable in accordance with its terms (against the Guarantor and, to the actual knowledge of Parent, the Financing Source, in each case except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws of general applicability relating to or affecting creditors’ rights, the rights of creditors generally and by general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at Law). The Financing Commitment Prior to the date hereof, the Bank Letter has not been amended, modified, withdrawn or rescinded in any respect. As of the date hereof, the Bank Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respecteffect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth thereinbreach on the part of the Guarantor thereunder. As of the date hereof, each of the Guarantor and Parent has no lender has notified CBI reason to believe that the full amount of its intention the financing contemplated by the Bank Letter will not be made available to terminate Guarantor on or prior to the Financing Commitment Closing Date. There are no side letters or not other agreements related to provide the Financingfinancing contemplated by the Bank Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, financing contemplated by the Bank Letter other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing DateBank Letter.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI Parent has delivered to ABI the Company a true, correct and complete and correct fully executed copy of (a)(i) the executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated February 9, 2016, between Ultimate Parent and The Bank of Nova Scotia, including all exhibits, schedules, annexes and amendments thereto in effect as of the date of this Agreement (the “Scotia Commitment Letter”), and (ii) the fee letter referenced in the Scotia Commitment Letter (with only the fee, certain other economic provisions and certain other confidential terms (none of which adversely affects the conditionality, enforceability, termination, principal amount or availability of the such financing) redacted) and (b) (i) the commitment letter, dated February 139, 20132016, among between Ultimate Parent and Xxxxxxx Sachs Bank USA, including all exhibits, schedules, annexes and amendments thereto in effect as of America, N.A., JPMorgan Chase Bank N.A. the date of this Agreement (the “Goldman Commitment Letter” and CBI (collectivelytogether with the Scotia Commitment Letter, the “Financing CommitmentCommitment Letters”), and (ii) the fee letter referenced in the Goldman Commitment Letter (with only the fee, certain other economic provisions and certain other confidential terms (none of which adversely affects the conditionality, enforceability, termination, principal amount or availability of such financing) redacted), pursuant to which, upon which the terms and subject to the conditions set forth therein, the lenders financial institutions party thereto have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Committed Financing”) for ). Assuming the purpose of funding Committed Financing is funded in accordance with the transactions Commitment Letters, the aggregate net proceeds contemplated by the Commitment Letters, together with cash and cash equivalents on hand, will provide Parent and Merger Sub with cash proceeds on the Closing Date sufficient to permit Parent to fund the aggregate Per Share Cash Consideration and other cash payments to be made pursuant to Article II and any other amounts payable by Ultimate Parent, Parent, Merger Sub, the Surviving Corporation or any of their respective subsidiaries in connection with this Agreement and the MIPA Transactiontransactions contemplated hereby. CBI has delivered Parent’s and Merger Sub’s obligations hereunder are not subject to ABI trueany conditions regarding Parent’s, complete and correct copies of Merger Sub’s, or any other Person’s ability to obtain financing for the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein)transactions contemplated hereby. The Financing Commitment has Letters have not been amended amended, restated or otherwise modified or waived prior to the date execution and delivery of this Agreement, andand the respective commitments contained in the Commitment Letters have not been withdrawn, as rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There Letters are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawnconstitute the legal, rescinded or terminated or otherwise amended or modified in any respect, valid and no such amendment or modification is contemplated. Neither CBI nor any binding obligations of its Affiliates is in breach each of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement Ultimate Parent and the MIPAother parties thereto, as subject to the Bankruptcy and Equity Exception. As of the date hereofof this Agreement, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, breach or default on the part of Ultimate Parent under the Commitment Letters or failure any other party to satisfy any condition precedent set forth thereinthe Commitment Letters. Ultimate Parent has fully paid all commitment fees or other fees required to be paid on or prior to the date of this Agreement in connection with the Committed Financing. As of the date hereofof this Agreement, Parent (1) is not aware of any fact, event or other occurrence that makes any of the representations or warranties of Ultimate Parent in either of the Commitment Letters inaccurate in any material respect and (2) has no lender has notified CBI reason to believe that any of its intention the conditions to terminate the Committed Financing contemplated by the Commitment Letters will not be satisfied on a timely basis or that the Committed Financing will not to provide be made available on the FinancingClosing Date. There As of the date of this Agreement, there are no conditions precedent side letters or other contingencies agreements, Contracts, arrangements or understandings (written or oral) directly or indirectly related to the funding of the full amount of the Financing, Committed Financing other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant Commitment Letters (subject to the Financing Commitmentlimitations set forth above) that could adversely affect the amount, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms or conditions of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Committed Financing, or that the Financing will not be available to CBI on the Closing Date.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI (a) Buyer has delivered to ABI a the Company true, correct and complete and correct copy copies, as of the date hereof, of (i) each fully executed definitive Second Amended Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and Restated Interim Loan Agreement(ii) a fully executed commitment letter (together with all exhibits, dated schedules, and annexes thereto) and (subject to redactions so long as such redaction does not cover terms that could affect the conditionality, amount, availability or termination of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI the Debt Financing) fee letter(s) from the Debt Financing Sources identified therein (collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters, the “Financing CommitmentCommitment Letters”)) to provide, pursuant to which, upon on the terms and subject only to the conditions set forth expressly stated therein, the lenders party thereto have committed to lend debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, the “Financing”). As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, modification or waiver is contemplated. Buyer has fully paid any and all commitment fees, other fees and other amounts due on or prior to the date hereof in connection with the Financing Commitment Letters. Assuming the Financing is funded in accordance with the Equity Commitment Letters and the Debt Commitment Letter, as applicable, the net cash proceeds contemplated by the Equity Commitment Letters and the Debt Commitment Letter (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) will, in the aggregate, be sufficient for Buyer to pay the purpose amounts required to be paid in connection with the Transaction and the other transactions contemplated hereby, including payment of funding the Aggregate Transaction Consideration, to make any repayment, repurchase or refinancing of debt contemplated by this Agreement, the Company Credit Agreement or the Debt Commitment Letter, to pay any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses (collectively, the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the “Financing Commitment (redacted only as to the matters indicated thereinPurposes”). The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as As of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawnLetters are, terminated or rescinded in any respect. There are no agreements, side letters or arrangements as to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI Buyer and, to the knowledge of CBIBuyer’s knowledge, the other parties thereto, enforceable against such Persons in accordance with its terms (their terms, in each case, except as such enforceability enforcement may be limited by bankruptcysubject to the Enforceability Exceptions. As of the date hereof, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The the Financing Commitment is Letters are in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, 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 breach, default or failure breach on the part of Buyer or, to satisfy the knowledge of Buyer, any condition other parties thereto, under any of the Financing Commitment Letters. As of the date hereof, Buyer does not have any reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) that any of the conditions to the funding of the full amount of the Financing will not be satisfied on a timely basis or that the full amount of the Financing will not be available to Buyer on the date of the Closing. The Financing Commitment Letters contain all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Financing available to Buyer on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Financing. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI Buyer has no reason to believe that CBI and any of its applicable Affiliates the conditions to the Financing will not be unable to satisfy satisfied on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI Buyer on the date on which the Closing Dateshould occur pursuant to Section 1.02. The obligations of Buyer under this Agreement are not subject to any conditions regarding Buyer’s, its Affiliates’ or any other Person’s (including, for the avoidance of doubt, the Company’s or any Subsidiary of the Company’s) ability to obtain the Financing or any other financing.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any The financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction ClosingMerger contemplated hereby (the “Financing”) will consist of debt financing provided by J.X. Xxxxxx Securities Inc. and JPMorgan Chase Bank, N.A. (together, “JPMorgan”) and other available financing sources. CBI Parent has delivered to ABI the Company a true, true and complete and correct copy of the fully executed definitive Second Amended commitment letter addressed to Parent and Restated Interim Loan AgreementPurchaser pursuant to which JPMorgan has committed to provide certain of the Financing (such agreements, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectivelymodified pursuant to Section 7.12, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose . As of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and is a legal, valid and binding obligation of JPMorgan, and the Financing Commitment thereunder has not been withdrawnwithdrawn or terminated. The Financing Commitment has not been amended, rescinded or terminated supplemented or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is except, in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPAeach case, as of the date hereof, no permitted by Section 7.12. No event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy breach on the part of Parent or Purchaser under any condition precedent set forth therein. As term of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to Assuming the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms satisfaction of the MIPA. As of the date hereofconditions set forth in Article VIII, CBI (i) neither Parent nor Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates it will not be unable able to satisfy on a timely basis any conditions term or condition of closing to be satisfied by it or its affiliates set forth in the funding Financing Commitment and (ii) neither Parent nor Purchaser has any reason to believe, as of the full amount date of this Agreement, that any portion of the Financing, or that the Financing to be made thereunder will otherwise not be available to CBI Parent or Purchaser or the Surviving Corporation on a timely basis to fund the Closing DateMerger upon the terms contemplated by this Agreement and the Financing Commitment. Assuming the satisfaction of the conditions set forth in Article VIII, the Financing, when funded in accordance with the Financing Commitment and any other commitments from available financing sources, will provide the Purchaser and the Surviving Corporation, as applicable, with funds sufficient to satisfy all of their obligations under this Agreement, including the payment of the Merger Consideration and all associated costs and expenses.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI (a) Parent has delivered to ABI a true, the Company true and complete and correct copy copies of the executed definitive Second Amended and Restated Interim Loan Agreementwritten financial commitment, dated as of February 13the date hereof (the "FINANCING COMMITMENT") from Xxxxxxx Xxxxx Capital Corporation and Xxxxxxx Lynch, 2013Pierce, among Bank of AmericaXxxxxx & Xxxxx Incorporated, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”)addressed to Parent, pursuant to which, upon which the terms and subject to the conditions set forth therein, the lenders party thereto financing parties have committed agreed to lend the amounts set forth therein (the “Financing”"FINANCING"). (b) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment is in full force and effect and has not been amended or modified prior to modified, and the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment therein have not been withdrawn, terminated withdrawn or rescinded in any respect. The Financing Commitment, in the form delivered to the Company, is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto. There are no other agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure breach on the part of Parent under any term or condition of the Financing Commitment, and Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition precedent set forth thereinof closing to be satisfied by it contained in the Financing Commitment. As of the date hereof, no lender Parent has notified CBI of its intention to terminate fully paid any and all commitment fees or other fees required by the Financing Commitment to be paid on or not to provide before the Financingdate of this Agreement. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in or contemplated by the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to contemplated by the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, Commitment will be sufficient for CBI Parent, Merger Sub and the Surviving Corporation to pay consummate the Purchase Price transactions contemplated hereby, including payment of the aggregate Merger Consideration and all related any applicable fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPAexpenses. As of the date hereofof this Agreement, CBI has paid in full Parent does not have any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any the conditions to the funding of the full amount of the Financing, Financing will not be satisfied or that the Financing will not be available to CBI Parent on the Closing Date.

Available Funds. CBI acknowledges that its obligation The obligations of Buyer under this Agreement are not contingent on the availability of financing. Buyer has cash, available credit facilities or other sources of available funds in an aggregate amount sufficient to consummate the transactions contemplated by this Agreement is not Transaction and will not be subject to have immediately available cash, available credit facilities or other immediately available funds at the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence time of the MIPA Transaction ClosingClosing to consummate the Transaction. CBI Buyer has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI Sellers’ Representative true, complete and correct copies of the fee executed debt commitment letter and related term sheet, dated as of February 19, 2018, among Buyer, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Credit Suisse AG, in each case together with any related fee letters (redacted in a customary manner), engagement letters relating or other agreements, including all exhibits, schedules, annexes and amendments to such letters in effect on the date hereof (collectively, the “Bridge Commitment Letters,” as each may be amended or replaced from time to time to the Financing Commitment (redacted only as extent permitted by Section 5.13), pursuant to which, and subject to the matters indicated terms and conditions of which, the lender parties thereto have committed to provide loans to Buyer in the amounts described therein for the purposes of consummating the transactions contemplated by this Agreement (the provision of such funds as set forth therein), the “Bridge Financing”) and any Persons that have committed to provide, arrange or agent, or otherwise entered into agreements in connection with the Bridge Financing. The Financing Commitment has Buyer expressly acknowledges that its ability to obtain financing is not been amended or modified prior a condition to the date of its obligations under this Agreement, and, as of the date hereof, the respective commitments contained in the Financing . Each Bridge Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates Letter is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally legal, valid and binding obligation of CBI andBuyer, enforceable against Buyer in accordance with its respective terms, except as enforceability of such obligations may be limited by the Remedies Exception, and to the knowledge of CBIBuyer, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Each Bridge Commitment Letter is in full force and effect effect, and has the Bridge Commitment Letters have not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor contemplated by Buyer or, to the knowledge of Buyer, any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financingother party thereto. There are no conditions precedent side letters or other contingencies agreements, contracts or arrangements related to the funding of the full amount of the Financing, Bridge Financing other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Bridge Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing DateLetters.

Available Funds. CBI acknowledges (a) Purchaser is aware that its obligation Closing is not conditional upon Purchaser obtaining financing or funding from any other Person. Purchaser has sufficient funds available to consummate it on the transactions date hereof and will have sufficient funds available to it to pay when required by this Agreement all amounts payable by it under or as contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence Agreement, including payment of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectivelyPayment, the “Financing Commitment”), pursuant Purchase Price and any fees and expenses to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein be borne by Purchaser in accordance with this Agreement. (the “Financing”b) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended On or modified prior to the date hereof Purchaser has delivered to Seller true and complete copies of all commitment letters, facility agreements and other agreements (the “Financing Agreements”) pursuant to which Purchaser will have sufficient funds to pay when required by this Agreement all amounts payable by it under or as contemplated by this Agreement, andincluding payment of the Transaction Payment, the Purchase Price and any fees and expenses to be borne by Purchaser in accordance with this Agreement. The Financing Agreements are as of the date hereofhereof and will continue as of the Closing Date to be in full force and effect and constitute the legal, valid and binding obligations of each of the respective parties thereto. The Financing Agreements have not as of the date hereof been and as of the Closing Date will not in violation of Section 6.6(a) be amended or modified in any respect. The commitments contained in the Financing Commitment Agreements have not as of the date hereof been withdrawn, terminated and as of the Closing Date will not in violation of Section 6.6(a) be withdrawn or rescinded in any respect. There are no agreements, side letters or arrangements conditions to which CBI or its Affiliates is a party relating Purchaser’s ability to borrow under the Financing Commitment that could affect Agreements and to pay when required by this Agreement all amounts payable by it under or as contemplated by this Agreement including the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBITransaction Payment, the other parties thereto, enforceable Purchase Price and any fees and expenses to be borne by Purchaser in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the FinancingAgreement, other than as the conditions in ARTICLE VII, the conditions expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand Agreements and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses any other conditions that have been satisfied on the terms contemplated hereby in accordance with the terms of this Agreement date hereof and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI remain satisfied on the Closing Date. (c) Each representation, warranty, covenant and obligation of Purchaser or any of its Affiliates made, given or undertaken in or pursuant to the Financing Agreements, the breach of or non-compliance with which would limit or prevent the borrowing of funds under the Financing Agreements and the use of such portion thereof as may be required by Purchaser to enable it to consummate the Closing on the Closing Date and to perform its other obligations under this Agreement, has not been breached and will not, on the Closing Date be breached, in any respect which would limit or prevent the borrowing of funds under the Financing Agreements and the use of such portion thereof as may be required by Purchaser to enable it to consummate the Closing on the Closing Date and to perform its other obligations under this Agreement.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI (a) Parent has delivered to ABI a true, the Company true and complete and correct copy copies of the executed definitive Second Amended and Restated Interim Loan Agreementwritten financial commitment, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI the date hereof (collectively, the “Financing Commitment”)) from Xxxxxxx Xxxxx Capital Corporation and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, addressed to Parent, pursuant to which, upon which the terms and subject to the conditions set forth therein, the lenders party thereto financing parties have committed agreed to lend the amounts set forth therein (the “Financing”). (b) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment is in full force and effect and has not been amended or modified prior to modified, and the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment therein have not been withdrawn, terminated withdrawn or rescinded in any respect. The Financing Commitment, in the form delivered to the Company, is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto. There are no other agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure breach on the part of Parent under any term or condition of the Financing Commitment, and Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition precedent set forth thereinof closing to be satisfied by it contained in the Financing Commitment. As of the date hereof, no lender Parent has notified CBI of its intention to terminate fully paid any and all commitment fees or other fees required by the Financing Commitment to be paid on or not to provide before the Financingdate of this Agreement. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in or contemplated by the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to contemplated by the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, Commitment will be sufficient for CBI Parent, Merger Sub and the Surviving Corporation to pay consummate the Purchase Price transactions contemplated hereby, including payment of the aggregate Merger Consideration and all related any applicable fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPAexpenses. As of the date hereofof this Agreement, CBI has paid in full Parent does not have any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any the conditions to the funding of the full amount of the Financing, Financing will not be satisfied or that the Financing will not be available to CBI Parent on the Closing Date.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any The financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction ClosingMerger contemplated hereby (the “Financing”) will consist of debt financing provided by X.X. Xxxxxx Securities Inc. and JPMorgan Chase Bank, N.A. (together, “JPMorgan”) and other available financing sources. CBI Parent has delivered to ABI the Company a true, true and complete and correct copy of the fully executed definitive Second Amended commitment letter addressed to Parent and Restated Interim Loan AgreementPurchaser pursuant to which JPMorgan has committed to provide certain of the Financing (such agreements, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectivelymodified pursuant to Section 7.12, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose . As of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and is a legal, valid and binding obligation of JPMorgan, and the Financing Commitment thereunder has not been withdrawnwithdrawn or terminated. The Financing Commitment has not been amended, rescinded or terminated supplemented or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is except, in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPAeach case, as of the date hereof, no permitted by Section 7.12. No event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy breach on the part of Parent or Purchaser under any condition precedent set forth therein. As term of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to Assuming the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms satisfaction of the MIPA. As of the date hereofconditions set forth in Article VIII, CBI (i) neither Parent nor Purchaser has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates it will not be unable able to satisfy on a timely basis any conditions term or condition of closing to be satisfied by it or its affiliates set forth in the funding Financing Commitment and (ii) neither Parent nor Purchaser has any reason to believe, as of the full amount date of this Agreement, that any portion of the Financing, or that the Financing to be made thereunder will otherwise not be available to CBI Parent or Purchaser or the Surviving Corporation on a timely basis to fund the Closing DateMerger upon the terms contemplated by this Agreement and the Financing Commitment. Assuming the satisfaction of the conditions set forth in Article VIII, the Financing, when funded in accordance with the Financing Commitment and any other commitments from available financing sources, will provide the Purchaser and the Surviving Corporation, as applicable, with funds sufficient to satisfy all of their obligations under this Agreement, including the payment of the Merger Consideration and all associated costs and expenses.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI (a) Buyer has delivered to ABI Seller a true, true and complete and correct copy of (i) the executed definitive Second Amended amended and Restated Interim Loan Agreementrestated commitment letter (together with the Summary of Terms attached thereto, the “Debt Commitment Letter”), dated as of February 13September 11, 2013, among 2013 by and between Buyer and Silicon Valley Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing CommitmentSVB”), pursuant to whichwhich SVB has agreed, upon the terms and subject to the conditions set forth thereinthereof, the lenders party thereto have committed to lend the amounts amount set forth therein (the “Financing”) for the purpose purposes of funding financing the transactions contemplated by this Agreement (the “Debt Financing”). (b) Buyer has fully paid any and all commitment fees or other fees in connection with the MIPA Transaction. CBI has delivered Debt Financing that are payable on or prior to ABI truethe date hereof, complete and correct copies as of the fee letter date hereof the Debt Commitment Letter is in full force and engagement letters relating effect and is the legal, valid, binding and enforceable obligations of Buyer, and, to the Financing knowledge of Buyer, SVB, the Debt Commitment (redacted only as to the matters indicated therein). The Financing Commitment Letter has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, Agreement and no such amendment or modification is contemplated. Neither CBI nor No commitment contained in the Debt Commitment Letter has been withdrawn or rescinded in any of its Affiliates respect and the Debt Commitment Letter is in breach of any full force and effect. There are no side letters, agreements, contracts or other arrangements related to the Debt Financing that could increase the conditionality or reduce the amount of the Debt Financing. The Debt Commitment Letter contains all of the conditions precedent to the obligations of SVB thereunder to make the full amount of the Debt Financing available to Buyer on the terms in the Debt Commitment Letter. (c) The only conditions precedent or conditions other contingencies related to the obligations of SVB to fund the full amount of the Debt Financing are those set forth in the Financing Commitment, and assuming Debt Commitment Letter. Assuming the accuracy performance of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations Seller under this Agreement and subject to the MIPA, as accuracy of the date hereofSeller’s representations and warranties contained herein, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or breach on the part of Buyer (or to Buyer’s Knowledge, any other party thereto) under any term, or a failure to satisfy of any condition precedent set forth therein. As condition, of the date hereof, no lender has notified CBI of its intention Debt Commitment Letter or would otherwise be reasonably likely to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding result in any portion of the full amount of the Financing, other than as expressly set forth in the Debt Financing Commitment. The aggregate proceeds available contemplated thereby to be disbursed pursuant to unavailable. Assuming the Financing Commitment, together with available cash on hand and availability performance of Seller under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under subject to the MIPA accuracy of Seller’s representations and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereofwarranties contained herein, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereofthis Agreement, CBI Buyer has no reason to believe that CBI and any of its applicable Affiliates it will be unable to satisfy on a timely basis any conditions to the funding term or condition of the full amount of the Debt Commitment Letter required to be satisfied by it. (d) The Debt Financing, or that together with Buyer’s unrestricted cash on hand and other current available credit facilities, are sufficient to enable Buyer to consummate on a timely basis the Financing will not be available transactions contemplated by this Agreement, including to CBI on pay the Closing DateConsideration pursuant to Section 2.02 and all other amounts payable by Buyer hereunder (and under the Debt Commitment Letter and any fee arrangements related thereto), in each case in accordance with the terms hereof. In no event shall the receipt by, or the availability of any funds or financing to, Buyer or any of its Affiliates or any other financing be a condition to Buyer’s obligation to consummate the transactions contemplated hereunder.

Available Funds. CBI acknowledges that its obligation to consummate The financing of the transactions contemplated by this Agreement is not hereby will consist of a combination of equity financing (the "EQUITY FINANCING") and will not be subject debt financing (which includes funds loaned to Parent which are in turn loaned to Merger Sub) (the receipt by CBI of any financing or "DEBT FINANCING", and together with the consummation of any other transaction other than Equity Financing, the occurrence "FINANCING"). Section 4.5 of the MIPA Transaction Closing. CBI has delivered to ABI a Parent Disclosure Schedule sets forth true, accurate and complete and correct copy copies of executed commitment letters (the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), "FINANCING COMMITMENTS") pursuant to which, upon the terms and subject to the terms and conditions set forth thereinthereof, the lenders party parties thereto have committed to lend provide Parent with the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as As of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There Commitments are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has have not been withdrawn, rescinded withdrawn or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any Each of the terms or conditions set forth Financing Commitments, in the Financing Commitmentform so delivered, is a legal, valid and assuming binding obligation of Parent and, to the accuracy knowledge of Parent and Merger Sub, the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no other parties thereto. No event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy breach on the part of Parent or Merger Sub under any term or condition precedent set forth therein. As of the date hereofFinancing Commitments, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment neither Parent nor Merger Sub reasonably believes that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Financing Commitments. Parent and/or Merger Sub have fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement. The proceeds from the Financing as contemplated by the Financing Commitments, together with cash on hand of the Company and its Subsidiaries anticipated to be available at the Effective Time, constitute all of the financing required to be provided by Parent for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of Parent's and Merger Sub's obligations under this Agreement, including the payment of the Merger Consideration and the Option and Stock-Based Consideration and the payment of all associated costs and expenses (including any refinancing of Indebtedness of Parent or the Company required in connection therewith). The Financing Commitments contain all of the conditions precedent to the funding obligations of the full amount of the Financing, or that parties thereunder to make the Financing will not be available to CBI Parent on the Closing Dateterms therein.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI Parent has delivered to ABI the Company a true, correct and complete and correct fully executed copy of (a)(i) the executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated February 9, 2016, between Ultimate Parent and The Bank of Nova Scotia, including all exhibits, schedules, annexes and amendments thereto in effect as of the date of this Agreement (the "Scotia Commitment Letter"), and (ii) the fee letter referenced in the Scotia Commitment Letter (with only the fee, certain other economic provisions and certain other confidential terms (none of which adversely affects the conditionality, enforceability, termination, principal amount or availability of the such financing) redacted) and (b) (i) the commitment letter, dated February 139, 20132016, among between Ultimate Parent and Xxxxxxx Xxxxx Bank USA, including all exhibits, schedules, annexes and amendments thereto in effect as of America, N.A., JPMorgan Chase Bank N.A. the date of this Agreement (the "Xxxxxxx Commitment Letter" and CBI (collectivelytogether with the Scotia Commitment Letter, the “Financing Commitment”"Commitment Letters"), and (ii) the fee letter referenced in the Xxxxxxx Commitment Letter (with only the fee, certain other economic provisions and certain other confidential terms (none of which adversely affects the conditionality, enforceability, termination, principal amount or availability of such financing) redacted), pursuant to which, upon which the terms and subject to the conditions set forth therein, the lenders financial institutions party thereto have committed to lend the amounts set forth therein (the “provision of such funds as set forth therein, the "Committed Financing”) for "). Assuming the purpose of funding Committed Financing is funded in accordance with the transactions Commitment Letters, the aggregate net proceeds contemplated by the Commitment Letters, together with cash and cash equivalents on hand, will provide Parent and Merger Sub with cash proceeds on the Closing Date sufficient to permit Parent to fund the aggregate Per Share Cash Consideration and other cash payments to be made pursuant to Article II and any other amounts payable by Ultimate Parent, Parent, Merger Sub, the Surviving Corporation or any of their respective subsidiaries in connection with this Agreement and the MIPA Transactiontransactions contemplated hereby. CBI has delivered Xxxxxx's and Merger Sub's obligations hereunder are not subject to ABI trueany conditions regarding Xxxxxx's, complete and correct copies of Xxxxxx Sub's, or any other Person's ability to obtain financing for the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein)transactions contemplated hereby. The Financing Commitment has Letters have not been amended amended, restated or otherwise modified or waived prior to the date execution and delivery of this Agreement, andand the respective commitments contained in the Commitment Letters have not been withdrawn, as rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There Letters are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawnconstitute the legal, rescinded or terminated or otherwise amended or modified in any respect, valid and no such amendment or modification is contemplated. Neither CBI nor any binding obligations of its Affiliates is in breach each of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement Ultimate Parent and the MIPAother parties thereto, as subject to the Bankruptcy and Equity Exception. As of the date hereofof this Agreement, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, breach or default on the part of Ultimate Parent under the Commitment Letters or failure any other party to satisfy any condition precedent set forth thereinthe Commitment Letters. Ultimate Parent has fully paid all commitment fees or other fees required to be paid on or prior to the date of this Agreement in connection with the Committed Financing. As of the date hereofof this Agreement, Parent (1) is not aware of any fact, event or other occurrence that makes any of the representations or warranties of Ultimate Parent in either of the Commitment Letters inaccurate in any material respect and (2) has no lender has notified CBI reason to believe that any of its intention the conditions to terminate the Committed Financing contemplated by the Commitment Letters will not be satisfied on a timely basis or that the Committed Financing will not to provide be made available on the FinancingClosing Date. There As of the date of this Agreement, there are no conditions precedent side letters or other contingencies agreements, Contracts, arrangements or understandings (written or oral) directly or indirectly related to the funding of the full amount of the Financing, Committed Financing other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant Commitment Letters (subject to the Financing Commitmentlimitations set forth above) that could adversely affect the amount, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms or conditions of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Committed Financing, or that the Financing will not be available to CBI on the Closing Date.

Available Funds. CBI acknowledges that its obligation Parent has received and accepted, and has delivered to consummate the transactions contemplated by this Agreement is not Company, a true, correct and will not be complete fully executed copy of the Equity Commitment Letter from the Sponsor to invest, subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, cash in the lenders party thereto have committed to lend the amounts aggregate amount set forth therein (being referred to as the “Equity Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Equity Commitment Letter has not been withdrawn, terminated, repudiated, rescinded, supplemented, amended or modified prior modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, supplement, amendment, modification or waiver is contemplated. Parent or Merger Sub has fully paid any and all commitment fees or other fees required to be paid pursuant to the terms of the Equity Commitment Letter on or before the date of this Agreement, and, as of . Assuming the date hereof, the respective commitments contained in the Equity Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable funded in accordance with its terms (except as such enforceability may be limited by bankruptcythe Equity Commitment Letter, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II this Agreement and III the performance in all material respects by the Company Parties of their obligations under this Agreement, at the Closing, Parent will have sufficient cash on hand to consummate the Transactions and performance by ABI satisfy all of its obligations under this Agreement Agreement, including the payment of the Merger Consideration, any fees and expenses of or payable by the Parent Parties or the Surviving Entity, any payments in respect of equity compensation obligations required to be made in connection with the Mergers, and any repayment or refinancing of any outstanding Indebtedness of Parent, the Company, and their respective Subsidiaries required in connection therewith. The Equity Commitment Letter is, as to Parent and the MIPAother parties thereto, enforceable against such Persons in accordance with its terms, in each case, as enforcement may be limited by the Bankruptcy and Equity Exception. The Equity Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of the date hereof, parties thereto; and no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due breach under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPAEquity Commitment Letter. As of the date hereof, CBI has paid in full Parent does not have any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any the conditions to the funding of the full amount of the Financing, Equity Financing will not be satisfied on a timely basis or that the full amount of the Equity Financing will not be available to CBI Parent or Merger Sub on the date of the Closing Dateshould it occur pursuant to Section 2.3. The Equity Commitment Letter contains all of the conditions precedent and other conditions and contingencies to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. There are no side letters or other agreements, arrangements or understandings (written or oral) to which Parent or any of its Affiliates is a party related (directly or indirectly) to the Equity Financing other than as expressly set forth in the Equity Commitment Letter. The obligations of the Parent Parties under this Agreement are not subject to any conditions regarding Parent’s, Merger Sub’s, their respective Affiliates’ or any other Person’s (including, for the avoidance of doubt, any of the Acquired Companies’) ability to obtain the Equity Financing.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true(a) Purchaser has, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, committed financing and will have, on the Closing Date, unrestricted cash on hand and, if necessary, unrestricted cash available to it under credit facilities in place on the date hereof, sufficient to consummate the transaction contemplated hereby. (b) Concurrently with the execution of this Agreement, Purchaser has delivered to Seller true, correct and complete copies of an executed debt commitment letter and each executed fee letter and engagement letter associated therewith (provided, that provisions in the fee or engagement letter related solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted), dated as of the date hereofhereof (such commitment letter(s), including all exhibits, schedules, annexes, supplements and amendments thereto and each such *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. fee letter and engagement letter, collectively, the respective commitments contained “Debt Commitment Letter”), from Royal Bank of Canada and Xxxxxxxx Finance LLC (the “Debt Financing Source”) providing the terms and conditions upon which the Debt Financing Source has committed to provide up to six hundred fifteen million dollars ($615,000,000) (the “Debt Financing Proceeds”) of debt financing (the “Debt Financing”). The Debt Commitment Letter in the Financing Commitment form so delivered is valid and in full force and effect with respect to Purchaser and, to the Knowledge of the Purchaser, each other party thereto, such commitments have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy breach on the part of Purchaser under any term or condition precedent set forth therein. As of the date hereofDebt Commitment Letter. The Debt Commitment Letter (together with the fee letter referred to therein) constitutes the entire and complete agreement between the parties thereto with respect to the financings contemplated thereby, no lender has notified CBI of its intention to terminate and, except as set forth, described or provided for in the Financing Debt Commitment or not to provide the Financing. There Letter, (i) there are no conditions precedent to the respective obligations of the Debt Financing Source to provide the Debt Financing, and (ii) there are no contractual contingencies or other contingencies related provisions under any agreement (including any side letters) relating to the funding transactions contemplated by this Agreement to which Purchaser or any of its Affiliates is a party that would permit the full Debt Financing Source to reduce the total amount of the Financing, other than as expressly set forth in Debt Financing Proceeds available under the Debt Financing Commitment. The aggregate proceeds available to be disbursed pursuant or impose any additional conditions precedent to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPADebt Financing. As of the date hereof, CBI Purchaser has fully paid in full any and all commitment fees, if any, or other fees required by the Financing Debt Commitment that are due Letter to be paid as of the date hereof. As of the date hereof, CBI Purchaser has no reason to believe that CBI and any of its applicable Affiliates the conditions to the Debt Financing will not be unable to satisfy satisfied on a timely basis any conditions to the funding of the full amount of the Financing, or that the funding contemplated in the Debt Financing will not be made available to CBI Purchaser on a timely basis in order to consummate the transactions contemplated by this Agreement. The Debt Financing Proceeds available under the Debt Financing are sufficient to pay the Purchase Price and all of Purchaser’s and its Affiliates’ fees and expenses associated with the transaction contemplated in this Agreement in accordance with the terms hereof. The obligations of Purchaser under this Agreement are not contingent on the Closing Dateavailability of financing.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI Parent has delivered to ABI the Company a true, correct and complete and correct fully executed copy of (a)(i) the executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated February 9, 2016, between Ultimate Parent and The Bank of Nova Scotia, including all exhibits, schedules, annexes and amendments thereto in effect as of the date of this Agreement (the "Scotia Commitment Letter"), and (ii) the fee letter referenced in the Scotia Commitment Letter (with only the fee, certain other economic provisions and certain other confidential terms (none of which adversely affects the conditionality, enforceability, termination, principal amount or availability of the such financing) redacted) and (b) (i) the commitment letter, dated February 139, 20132016, among between Ultimate Parent and Xxxxxxx Sachs Bank USA, including all exhibits, schedules, annexes and amendments thereto in effect as of America, N.A., JPMorgan Chase Bank N.A. the date of this Agreement (the "Goldman Commitment Letter" and CBI (collectivelytogether with the Scotia Commitment Letter, the “Financing Commitment”"Commitment Letters"), and (ii) the fee letter referenced in the Goldman Commitment Letter (with only the fee, certain other economic provisions and certain other confidential terms (none of which adversely affects the conditionality, enforceability, termination, principal amount or availability of such financing) redacted), pursuant to which, upon which the terms and subject to the conditions set forth therein, the lenders financial institutions party thereto have committed to lend the amounts set forth therein (the “provision of such funds as set forth therein, the "Committed Financing”) for "). Assuming the purpose of funding Committed Financing is funded in accordance with the transactions Commitment Letters, the aggregate net proceeds contemplated by the Commitment Letters, together with cash and cash equivalents on hand, will provide Parent and Merger Sub with cash proceeds on the Closing Date sufficient to permit Parent to fund the aggregate Per Share Cash Consideration and other cash payments to be made pursuant to Article II and any other amounts payable by Ultimate Parent, Parent, Merger Sub, the Surviving Corporation or any of their respective subsidiaries in connection with this Agreement and the MIPA Transactiontransactions contemplated hereby. CBI has delivered Parent's and Merger Sub's obligations hereunder are not subject to ABI trueany conditions regarding Parent's, complete and correct copies of Merger Sub's, or any other Person's ability to obtain financing for the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein)transactions contemplated hereby. The Financing Commitment has Letters have not been amended amended, restated or otherwise modified or waived prior to the date execution and delivery of this Agreement, andand the respective commitments contained in the Commitment Letters have not been withdrawn, as rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There Letters are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawnconstitute the legal, rescinded or terminated or otherwise amended or modified in any respect, valid and no such amendment or modification is contemplated. Neither CBI nor any binding obligations of its Affiliates is in breach each of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement Ultimate Parent and the MIPAother parties thereto, as subject to the Bankruptcy and Equity Exception. As of the date hereofof this Agreement, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, breach or default on the part of Ultimate Parent under the Commitment Letters or failure any other party to satisfy any condition precedent set forth thereinthe Commitment Letters. Ultimate Parent has fully paid all commitment fees or other fees required to be paid on or prior to the date of this Agreement in connection with the Committed Financing. As of the date hereofof this Agreement, Parent (1) is not aware of any fact, event or other occurrence that makes any of the representations or warranties of Ultimate Parent in either of the Commitment Letters inaccurate in any material respect and (2) has no lender has notified CBI reason to believe that any of its intention the conditions to terminate the Committed Financing contemplated by the Commitment Letters will not be satisfied on a timely basis or that the Committed Financing will not to provide be made available on the FinancingClosing Date. There As of the date of this Agreement, there are no conditions precedent side letters or other contingencies agreements, Contracts, arrangements or understandings (written or oral) directly or indirectly related to the funding of the full amount of the Financing, Committed Financing other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant Commitment Letters (subject to the Financing Commitmentlimitations set forth above) that could adversely affect the amount, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms or conditions of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Committed Financing, or that the Financing will not be available to CBI on the Closing Date.

Available Funds. CBI acknowledges that its obligation (a) Buyer has accepted and agreed to consummate the transactions contemplated by this Agreement is not a valid and will not be binding commitment from certain lenders committing them to provide Buyer with debt-financing, subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “"DEBT COMMITMENT LETTER" and the financing thereunder, the "DEBT FINANCING"). (b) Subject always to the terms and conditions of the Equity Financing Commitment Letters (as defined below), Buyer has, or will have available to it at the Closing, cash equity ("CASH EQUITY") which, together with the Debt Financing”) for , assuming the purpose Debt Financing is funded in accordance with its terms (collectively, the "FINANCING"), will be used by Buyer to satisfy, and will be sufficient to satisfy, all obligations of funding Buyer in connection with the transactions contemplated by this Agreement and the MIPA TransactionAsset Purchase Agreement (including, without limitation, all fees and expenses to be paid as a condition to the consummation of the Financing). CBI Buyer has delivered received, accepted and agreed to ABI trueone or more valid and binding commitments from certain Persons (together, the "EQUITY FINANCING COMMITMENT LETTERS" and, together with the Debt Commitment Letter, the "COMMITMENTS"), committing them to provide to Buyer (or Affiliates of Buyer) the Cash Equity, subject to the terms and conditions set forth therein. True and complete and correct copies of the fee letter executed Debt Commitment Letter and engagement letters relating to the Equity Financing Commitment (redacted only as Letters have been provided to the matters indicated therein). The Financing Commitment has not been amended Seller on or modified prior to the date of this Agreementhereof and are attached hereto as Annex A and Annex B, and, as respectively. (c) As of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There Commitments delivered to Seller are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplatedeffect. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default breach or failure to satisfy any a condition precedent set forth therein. As on the part of Buyer under the Commitments that has not been waived or remedied to the satisfaction of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due lenders under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPACommitments. As of the date hereof, CBI Buyer has fully paid in full any and all commitment fees or other fees on the dates and to the extent required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing DateCommitments.

Available Funds. CBI acknowledges that its obligation (a) Parent has or will have at Closing sufficient funds pursuant to the agreements contemplated by the Financing Commitments (as defined below) or otherwise to consummate the Merger and the other transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon on the terms and subject to the conditions set forth thereincontemplated hereby. (b) Parent has delivered to the Company true, complete and correct copies of the executed commitment letter (the “Commitment Letter”) and redacted fee letters (the “Fee Letters”), each dated [ ], 2011, among Parent, Citigroup Global Markets Inc., Barclays Bank PLC and the other financial institutions party thereto (the “Financing Commitments”), pursuant to which the lenders party thereto have committed committed, subject to the terms thereof, to lend the debt amounts set forth therein (the “Financing”). (c) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies As of the fee letter date hereof, the Financing Commitments are in full force and engagement letters relating effect and constitute the legal, valid, binding and enforceable obligations of Parent and, to the Financing Commitment knowledge of Parent, the other parties thereto (redacted only as subject to the matters indicated thereinapplicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). The As of the date hereof, the Financing Commitment has Commitments have not been amended or modified prior to in any respect and the respective commitments therein have not been withdrawn or terminated. As of the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There there are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI andconditions precedent or, to the knowledge of CBIParent, other contingencies related to the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any funding of the full amount of the Financing on the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties Commitment Letter other than as expressly set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as Commitment Letter. As of the date hereof, no event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default breach by Parent or failure to satisfy Merger Sub or any condition precedent set forth thereinother party thereto under the Commitment Letter. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding assuming satisfaction of the full amount of the Financing, other than as expressly conditions set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing CommitmentSection 6.3, together with available cash on hand Parent and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has Merger Sub have no reason to believe that CBI and either of them or any of its applicable Affiliates other party will be unable to satisfy on a timely basis any conditions to the funding condition of the full amount of Financing under the Financing, Commitment Letter or the Fee Letters or that the Financing contemplated by the Commitment Letter will not be made available to CBI Parent and Merger Sub on the Closing Date; provided that Parent is not making any representation or warranty regarding the Company’s future performance, the effect of any inaccuracy of the representations and warranties of the Company in this Agreement or the failure of the Company to comply with any of its covenants in all material respects under this Agreement.

Available Funds. CBI acknowledges that its obligation Parent has received and accepted, and has delivered to consummate the transactions contemplated by this Agreement is not Company true, correct and will not be complete fully executed copies of (i) the Equity Commitment Letter from the Sponsors to invest, subject to the receipt by CBI terms and conditions therein, cash in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”), and (ii) a commitment letter (together with all exhibits, schedules, and annexes thereto) from the Debt Financing Sources and any fee letters (subject to customary redactions of any financing or the consummation of any fee and other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI economic amounts) (collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Financing CommitmentCommitment Letters”)) to provide, pursuant to which, upon on the terms and subject only to the conditions set forth expressly stated therein, the lenders party thereto have committed to lend debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, the “Financing”). As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, supplemented, amended or modified and no terms thereunder have been waived. As of the date hereof, Parent or Acquisition Sub has fully paid any and all commitment fees or other fees in connection with the Financing Commitment Letters that are required to be paid as of the date hereof. The net proceeds contemplated by the Equity Commitment Letter and the Debt Commitment Letter (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) will, in the aggregate be sufficient for Parent and Acquisition Sub and the purpose Surviving Entity to pay all amounts required to be paid in connection with the Merger and the transactions contemplated in this Agreement and Financing Commitment Letters, including payment of funding the Merger Consideration, repayment or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement or the Debt Commitment Letter, and payment of any other fees and expenses and obligations required to be paid or satisfied by Parent or Acquisition Sub at the Closing in connection with the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid Letters are, as to Parent and binding obligation of CBI and, to the knowledge of CBI, the other parties theretoAcquisition Sub, enforceable against Parent and Acquisition Sub in accordance with its terms (except their terms, in each case, as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other reorganization or similar applicable Laws of general applicability relating to or affecting creditors’ rights, rights generally and by general equitable principles)principles of equity. The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, 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 breach, default or failure to satisfy breach under any condition precedent set forth thereinof the Financing Commitment Letters. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or Parent does not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full have any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any the conditions to the funding of the full amount of the Financing, Financing at the Closing will not be satisfied on a timely basis at the Closing or that the full amount of the Financing will not be available to CBI Parent or Acquisition Sub on the Closing Date. The Financing Commitment Letters contain all of the conditions precedent and other conditions and contingencies to the obligations of the parties thereunder to make the full amount of the Financing available to Parent on the terms therein. There are no side letters or other written agreements, arrangements or understandings to which Parent or any of its Affiliates is a party related (directly or indirectly) to the Financing other than as expressly set forth in the Financing Commitment Letters. The Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. The obligations of Parent and Acquisition Sub to consummate the Merger at Closing upon satisfaction of the conditions precedent set forth in Section 6.1 and Section 6.2 are not contingent on Parent’s or Acquisition Sub’s ability to obtain the Financing.

Available Funds. CBI acknowledges that its obligation Parent will have available at Closing all funds necessary for the payment of the Aggregate Merger Consideration, and sufficient funds for the satisfaction of all of Parent’s and Merger Sub’s obligations at Closing under this Agreement, including any amounts required to consummate repay or refinance Company Indebtedness and other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement is not (including all related fees and will not be expenses). Parent has delivered to the Company a true, correct and complete copy, as of the date of this Agreement, of an executed commitment letter (the “Capital Commitment Letter”) from Pamplona Capital Partners III, L.P. (“Sponsor”) to invest, subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI has delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, capital in the lenders party thereto have committed to lend the amounts aggregate amount set forth therein (the “Capital Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein)in Holdings. The Financing Capital Commitment Letter has not been amended or modified prior modified, nor does Parent have a present intention to amend or modify the date of this AgreementCapital Commitment Letter, and, as of and the date hereof, the respective obligations and commitments contained in the Financing Commitment such letter have not been withdrawn, terminated withdrawn or rescinded in any respect. There Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Capital Commitment Letter that are no agreements, side letters due on or arrangements to which CBI or its Affiliates is a party relating prior to the Financing Commitment that could affect the availability of the Financingdate hereof. The Financing Capital Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplatedeffect. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as As of the date hereofof this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As breach on the part of Parent, Merger Sub or Sponsor under the date hereof, no lender has notified CBI of its intention to terminate the Financing Capital Commitment or not to provide the FinancingLetter. There are no conditions precedent or other contingencies related relating to the funding of the full amount of the Financing, Capital Financing other than as expressly set forth in the Financing CommitmentCapital Commitment Letter. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment There are no side letters or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereofagreements, CBI has no reason arrangements or understandings (including fee letters) to believe that CBI and which Parent or any of its applicable Affiliates will be unable to satisfy on is a timely basis any conditions party related to the funding or investing, as applicable, of the full amount of the Financing, or that Capital Financing other than as expressly set forth in the Financing will not be available to CBI on the Closing DateCapital Commitment Letter.

Available Funds. CBI acknowledges that its obligation (a) Attached to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence Section 5.8(a) of the MIPA Transaction Closing. CBI has delivered to ABI Purchaser Disclosure Schedule is a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among commitment letter from Bank of America, N.A., JPMorgan Chase Bank N.A. and CBI Hapoalim (collectively, the “Financing CommitmentDebt Commitment Letter”), pursuant to which, upon the terms and subject to the terms and conditions thereof, the lender party thereto has committed to provide the debt financing set forth thereintherein to the Purchaser for the purpose of funding the Transactions (the “Debt Financing”). Attached to Section 5.8(a) of the Purchaser Disclosure Schedule is a copy of the executed commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the lenders party thereto “Financing Commitments”) from the Sponsors pursuant to which, and subject to the terms and conditions thereof, such Sponsors have committed to lend the Purchaser to invest the amounts set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). (b) for The Financing Commitments have been executed in the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered forms attached to ABI true, complete and correct copies Section 5.8(a) of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein). The Financing Commitment has not been amended or modified prior to the date of this Agreement, Purchaser Disclosure Schedule and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated amended or rescinded modified in any respectrespect or supplemented and are in full force and effect. There Each of the Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of the Purchaser and the Merger Sub and, to the Knowledge of the Purchaser, the other parties thereto. As of the date hereof, there are no other agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the FinancingCommitments. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as As of the date hereof, no event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As breach on part of the date hereof, no lender has notified CBI Purchaser or the Merger Sub under any term or condition of its intention to terminate the Financing Commitment or not to provide Commitments, and neither the Financing. There are no conditions precedent or other contingencies related to Purchaser nor the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI Merger Sub has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates it will be unable to satisfy on a timely basis any conditions term or condition of closing to be satisfied by it contained in the Financing Commitments. The Purchaser or the Merger Sub has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or prior to the funding date hereof. The aggregate proceeds from the Financing constitute all of the full amount funds necessary for the consummation by the Purchaser and the Merger Sub of the Transactions contemplated hereby. The Financing Commitments set forth all of the conditions precedent to the obligations of the parties thereunder to make the Financing, to the extent contemplated to be provided at or that prior to the Financing will not be consummation by the Purchaser and the Merger Sub of the Transactions contemplated hereby, available to CBI borrowers thereunder on the Closing Dateterms therein.

Available Funds. CBI (i) Parent, Merger Partnership and Merger Sub have available to them, or as of the Company Merger Effective Time will have available to them, all funds necessary for the payment to the Paying Agent of the cash portion of the aggregate Merger Consideration and to satisfy all of their obligations under this Agreement. Each of Parent, Merger Partnership and Merger Sub acknowledges that its obligation the obligations of Parent, Merger Partnership and Merger Sub under this Agreement are not contingent upon or subject to consummate any conditions regarding Parent’s, Merger Partnership’s or Merger Sub’s ability to obtain financing for the consummation of the Mergers and the other transactions contemplated by this Agreement is not and will not be subject to Agreement. (ii) Concurrently with the receipt by CBI execution of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI this Agreement, Parent has delivered to ABI the Company a true, true and complete and correct copy of the an executed definitive Second Amended and Restated Interim Loan Agreementequity commitment letter, dated as of February 13, 2013, among Bank the date of America, N.A., JPMorgan Chase Bank N.A. and CBI this Agreement (collectively, the “Financing CommitmentEquity Commitment Letter”), from CPPIB pursuant to whichwhich CPPIB has, upon the terms among other things, and subject to the terms and conditions thereof, committed to invest (or cause to be invested) in the equity capital of Parent in the amount set forth therein, which shall be at least the lenders party thereto have committed amount necessary for Parent, Merger Sub and Merger Partnership to lend satisfy their obligations under this Agreement, in connection with the amounts set forth therein (consummation of the “Financing”) for Mergers and the purpose of funding the other transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein)Agreement. The Financing Equity Commitment has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment Letter is in full force and effect and has not been withdrawnis a legal, rescinded or terminated or otherwise amended or modified valid and binding obligation of CPPIB, enforceable against CPPIB in any respectaccordance with its terms, subject to the Bankruptcy and Equity Exception. There is no default under the Equity Commitment Letter by CPPIB, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPA, as of the date hereof, no event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms of this Agreement and all amounts due under the MIPA and all related fees and expense on the terms contemplated thereunder by the MIPA in accordance with the terms of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing DateCPPIB.

Available Funds. CBI acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by CBI of any financing or the consummation of any other transaction other than the occurrence of the MIPA Transaction Closing. CBI a. Purchaser has delivered to ABI a Seller Parent true, correct and complete and correct copy fully executed copies of the executed definitive Second Amended and Restated Interim Loan Agreementcommitment letter, dated as of February 13October 6, 20132016, among Purchaser, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC and Barclays Bank PLC, including all exhibits, schedules, annexes and amendments to such letter in effect as of Americathe date of this Agreement and including the fee letter (in a redacted form removing only the fee amounts and economic information, N.A.but which redacted fee amounts and economic information does not relate to the amounts or conditionality of, JPMorgan Chase Bank N.A. and CBI or contain any conditions precedent to, the funding of the Financing) (collectively, the “Financing CommitmentCommitment Letter”), pursuant to which, upon the terms and subject only to the conditions set forth thereinin the Commitment Letter, each of the lenders party parties thereto have (other than Purchaser) has severally committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the MIPA Transaction. CBI has delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing purposes set forth in such Commitment (redacted only as to the matters indicated therein)Letter. The Financing Commitment Letter has not been amended amended, restated or otherwise modified or waived prior to the date execution and delivery of this Agreement, and, as of the date hereof, and the respective commitments contained in the Financing Commitment Letter have not been withdrawn, terminated rescinded, amended, restated or rescinded otherwise modified in any respect. There are no agreements, side letters or arrangements to which CBI or its Affiliates is a party relating respect prior to the Financing Commitment that could affect the availability execution and delivery of the Financingthis Agreement, and in each case, no such amendment, restatement, modification or waiver is contemplated. The Financing Commitment Letter is in full force and effect and constitutes the legally legal, valid and binding obligation of CBI each of Purchaser and, to the knowledge of CBIPurchaser, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, rights and by to general equitable principles)principles of equity. The Financing Commitment is in full force and effect and has not been withdrawn, rescinded There are no conditions or terminated or otherwise amended or modified in contingencies (including pursuant to any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any “flex” provisions) related to the funding of the terms or conditions full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, the net proceeds contemplated from the Financing, together with other financial resources of Purchaser, including cash on hand and marketable securities of Purchaser, shall, in the aggregate, be sufficient for the satisfaction of all of Purchaser’s obligations under this Agreement, including the payment of the Final Purchase Price and all fees and expenses reasonably expected to be incurred in connection herewith. No event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would reasonably be expected to constitute a default or breach) on the part of Purchaser or its Affiliates or, to the knowledge of Purchaser, on the part of any other party to the Commitment Letter, or the failure of any condition, on the part of Purchaser or its Affiliates under the Commitment Letter or, to the knowledge of Purchaser, the other parties thereto or would otherwise result in any portion of the Financing Commitment, and assuming to be unavailable. Assuming the accuracy of the Seller Parent’s representations and warranties hereunder such that the condition set forth in Articles II and III and performance by ABI of its obligations under this Agreement and the MIPASection 8.2(a) would be satisfied, as of the date hereof, Purchaser has no event has occurred whichreason to believe (both before and after giving effect to any “flex” provisions contained in the Commitment Letter) that any of the conditions to the Financing shall not be satisfied on a timely basis on or prior to the Closing, with or without notice, lapse that the Financing or any other funds necessary for the satisfaction of time or both, would all of Purchaser’s obligations under this Agreement and of all fees and expenses reasonably be expected to constitute a breach, default or failure be incurred in connection herewith shall not be available to satisfy any condition precedent set forth therein. As of Purchaser on the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the FinancingClosing Date. There are no conditions precedent side letters or other contingencies Contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing CommitmentCommitment Letter and delivered to Seller Parent prior to the date of this Agreement. The aggregate proceeds available Purchaser has fully paid all commitment fees and other amounts required to be disbursed pursuant paid on or prior to the Financing Commitment, together with available cash on hand and availability under ABI’s existing credit facilities, will be sufficient for CBI to pay the Purchase Price and all related fees and expenses on the terms contemplated hereby in accordance with the terms date of this Agreement in connection with the Financing, and all Purchaser represents that any other fees or other amounts that are due under the MIPA Commitment Letter are required to be paid no earlier than the Closing. b. Purchaser acknowledges and all related fees and expense on agrees that notwithstanding anything to the terms contemplated by contrary in this Agreement, the MIPA in accordance with the terms consummation of the MIPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, CBI has no reason to believe that CBI and any of its applicable Affiliates will shall not be unable to satisfy on a timely basis any conditions condition to the funding obligation of Purchaser to consummate the full amount of the Financing, or that the Financing will not be available to CBI transactions contemplated hereby on the Closing Date.