Common use of Debt Financing Clause in Contracts

Debt Financing. Parent has delivered to the Company true, correct and complete copies of executed commitment letter(s) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporation.

Debt Financing. Parent (a) Verso Paper Holdings has delivered to the Company true, correct received and complete copies of accepted (i) one or more executed commitment letter(s) letters, dated as of the date of this Agreement (as the same may be amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 5.12(a), the “Debt Financing CommitmentsCommitment Letters”), as set forth in Section 4.5 of from the Parent Disclosure Letterlenders party thereto (collectively, the “Lenders”), pursuant to which the lender parties thereto Lenders have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein in the Debt Commitment Letters and establish a new Company term loan facility (the “New NewPage Term Loan Facility”) and a new Company asset-based loan facility (the “New NewPage ABL Facility”) as set forth therein, and Parent has made available to the Company, concurrently with the execution and delivery of this Agreement, true and complete copies of the Debt FinancingCommitment Letters substantially in the form previously reviewed by the Company and (ii) executed amendments, dated as of the date of this Agreement (the “Existing Credit Agreement Amendments”) of the Verso ABL Facility and the Verso Cash Flow Facility, from the requisite lenders party thereto (collectively, the “Existing Lenders”), pursuant to which the Existing Lenders have agreed to permit the transactions contemplated by this Agreement pursuant to the applicable documentation in connection therewith, and Parent has made available to the Company, concurrently with the execution and delivery of this Agreement, true and complete copies of the Existing Credit Agreement Amendments substantially in the form previously reviewed by the Company. As Except for any fee letters (the “Fee Letters”) relating to fees with respect to the Debt Financing (a complete copy of which has been provided to the Company), as of the date of this Agreement, except there are no side letters or other agreements, contracts or arrangements related to the funding or investing, as permitted by this Agreementapplicable, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained other than as expressly set forth in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effectCommitment 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 set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationCommitment Letters.

Debt Financing. (a) Parent has delivered to the Company true, correct Partnership a true and complete copies copy of a fully executed debt commitment letter(s) (letter dated as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letterdate hereof, together with all schedules, exhibits, annexes and term sheets attached thereto, pursuant to which the lender parties Debt Financing Sources party thereto have agreedcommitted to provide to Merger Sub, subject to the terms and conditions thereoftherein, to provide or cause to be provided debt financing in the debt amounts aggregate amount set forth therein (the “Debt Financing”) with only fee amounts and other customary commercially sensitive terms redacted, none of which redacted provisions could affect the conditionality, enforceability, availability or aggregate principal amount of the Debt Financing (the “Debt Commitment Letter”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments Commitment Letter in the form delivered to the Partnership has not been amended or modified, no such amendment or modification is contemplated and none of the respective obligations and commitments contained in such Debt Commitment Letter have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. Neither Parent, Merger Sub nor any of their Affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing CommitmentsCommitment Letter provided to the Partnership pursuant to this Section 4.6. The aggregate proceeds contemplated Assuming the accuracy of the representations and warranties set forth in Section 3.2(a) and compliance by the Partnership with Sections 5.2(b)(i) and 5.13, the Debt Financing CommitmentsFinancing, if obtainedwhen funded in accordance with the Debt Commitment Letter, together with the available cash on hand of the CompanyParent and its Subsidiaries, will provide Parent and Merger Sub on with sources of immediately available funds in the Closing Date, will be aggregate sufficient for Parent and Merger Sub to consummate pay the aggregate Merger upon the terms contemplated by this Agreement, Consideration and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due other amount required to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to by Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in consummation of the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationTransactions.

Debt Financing. (a)The parties hereto acknowledge that Parent has delivered may attempt to arrange third party debt financing for the Company true, correct and complete copies purpose of executed commitment letter(s) (as funding the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein transactions contemplated by this Agreement (the “Debt Financing”). As ) and, if Parent so chooses to seek the Debt Financing, prior to the Closing, the Company shall use reasonable best efforts to provide, and shall cause each Subsidiary of the date of this AgreementCompany to use reasonable best efforts to provide, except as permitted by this Agreementand shall use reasonable best efforts to cause its and their respective officers, none directors, employees, accountants, consultants, legal counsel, affiliates and agents to provide such cooperation in connection with the arrangement of the Debt Financing Commitments has been amended or modifiedas may be reasonably requested by Parent, including, but not limited to, the use of reasonable best efforts with respect to: (i) making available to Parent such financial and other pertinent information regarding the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As Company and each Subsidiary of the date of this AgreementCompany as may be reasonably requested by Parent, including (A) the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding unaudited financial statements of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash Company for each fiscal quarter of the Company, Parent other than the final fiscal quarter of any fiscal year, ended after May 31, 2023 and Merger Sub on at least forty-five (45) days prior to the Closing Dateand the audited financial statements of the Company for any fiscal year of the Company ended after August 31, will be sufficient for Parent 2022 and Merger Sub at least ninety (90) days prior to consummate the Merger upon the terms contemplated by this AgreementClosing and (B) such information as is necessary to allow Parent, its advisors and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any Sources to prepare pro forma financial statements; (ii) the delivery of customary authorization letters (including customary representations with respect to accuracy of information and all commitment fees that have been incurred absence or inclusion of material non-public information, in each case with respect to the Company); (iii) assisting with the preparation of lender and are due to be paid investor presentations, rating agency presentations, marketing materials and other similar documents and materials in connection with the Debt Financing Commitmentsand participating in a reasonable number of meetings, presentations, road shows, drafting sessions and Parent will pay when due all other commitment fees arising under diligence sessions with providers or potential providers of the Debt Financing Commitments and ratings agencies and otherwise assisting in the marketing efforts of Parent and its financing sources; (iv) delivering, at least three (3) Business Days prior to Closing, all documentation and other information as is reasonably requested by Parent at least nine (9) days prior to Closing with respect to applicable “know your customer” and when they become payable. As anti-money laundering rules and regulations, including the USA PATRIOT Act and beneficial ownership regulations (including beneficial ownership certifications as under 31 C.F.R. § 1010.230); and (v) assisting with Parent’s preparation, negotiation and execution of definitive financing documentation and the schedules and exhibits thereto (including loan agreements, guarantees, collateral agreements, hedging arrangements, customary officer’s certificates and corporate resolutions, as applicable) as may reasonably be requested and subject to the occurrence of the date Closing; provided, however, that nothing in this ‎Section 6.06(a) will require any such cooperation to the extent that it would (1) require the Company or any of this Agreementits Subsidiaries to pay ​ ​ any fees or reimburse any expenses prior to the Closing for which it has not received prior reimbursement by or on behalf of Parent, Parent and Merger Sub have no contracts(2) require the Company or any of its Subsidiaries to enter into any certificate, arrangements agreement, arrangement, document or understandings with instrument that is not contingent upon the Closing or that would be effective prior to the Closing (other than the customary authorization letters described above), (3) require the Company or any of its Subsidiaries to give to any other Person concerning the contributions to be made to Parent or Merger Sub any indemnities in connection with the transactions contemplated by this Agreement Debt Financing that are effective prior to the Closing, (4) require the Company or any of its Subsidiaries to enter into or approve any debt financing or any definitive agreement for the Debt Financing that would be effective prior to the Closing (other than as the customary authorization letters described above), (5) unreasonably interfere with the ongoing business operations of the Company, (6) require or result in contravention of any Applicable Law, the organizational documents of the Company or any Subsidiary (to the extent not entered into in contemplation of this Section 6.06(a)) or the terms of any material contract binding on the Company or any Subsidiary (to the extent not entered into in contemplation of this Section 6.06(a)) or (7) cause any condition to Closing set forth in this Agreement to fail to be satisfied by the End Date or otherwise result in a breach of this Agreement by the Company. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be required to provide, and Parent shall be solely responsible for, (1) the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information, (2) any description of all or any component of the Debt Financing CommitmentsFinancing, nor including any contracts such description to be included in any liquidity or noncapital resources disclosure and (3) projections, risk factors or other forward-binding arrangements looking statements relating to all or understandings with any Person concerning component of the ownership and operation of Parent, Merger Sub or the Surviving CorporationDebt Financing.

Debt Financing. Parent has delivered to the Company true, correct and complete copies of executed commitment letter(s(i) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject Subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none each of Parent and Merger Sub shall use its respective reasonable best efforts to (A) obtain the Debt Financing Commitments has been amended or modified, on the terms and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by Commitment Letter (including any “market flex” terms therein or in the Fee Letter, and after taking into account the anticipated timing of the Marketing Period), (B) maintain in effect the Debt Financing Commitments, if obtained, together Commitment Letter and negotiate definitive agreements with respect to the available cash of the Company, Parent and Merger Sub Debt Commitment Letter on the Closing Dateterms and conditions set forth in the Debt Commitment Letter (including any “market flex” terms therein or in the Fee Letter), will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to (C) satisfy on a timely basis any term or condition all conditions applicable to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub set forth in such definitive agreements that are within their reasonable control, and (D) comply with its obligations under the Debt Commitment Letter, and (E) upon satisfaction of the conditions set forth in the Debt Commitment Letter, consummate the Debt Financing contemplated by the Debt Commitment Letter at the Closing. In the event that all conditions in the Debt Commitment Letter (other than the availability of funding of any of the Equity Financing) have no contractsbeen satisfied or upon funding will be satisfied, arrangements or understandings with any Person concerning and the contributions Closing is required to be made occur pursuant to Section 1.3, each of Parent or and Merger Sub in connection with shall use its reasonable best efforts to cause such lenders and the other Persons providing such Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement other than as set forth in and otherwise enforce its rights under the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationCommitment Letter.

Debt Financing. Parent has delivered to the Company Company, as of the date of this Agreement, a true, complete and correct and complete copies copy of an executed commitment letter(s) letter, dated as of the date hereof (as the same may be amended"Debt Commitment Letter"), between Merger Sub and M&T Bank (the “"Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, Sources") pursuant to which the lender parties thereto Debt Financing Sources have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “"Debt Financing”"). The Debt Commitment Letter is in full force and effect as of the date of this Agreement, and is a legal, valid and binding obligation of Merger Sub and the other parties thereto. As of the date hereof, no amendment or modification of the Debt Commitment Letter has been or made and the commitments contained in the Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are no side letters or other agreements to which Merger Sub, Parent or their Affiliates is a party relating to the funding of the Debt Financing other than the Debt Commitment Letter, the Rollover Agreement, the Contribution Agreement and any customary fee letters or engagement letters that do not impact the conditionality or amount of the Debt Financing. Parent and/or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Debt Commitment Letter and/or the Debt Financing that are due and payable on or prior to the date hereof (to the extent not otherwise waived by the Debt Financing Sources). As of the date of this Agreement, except as permitted assuming the accuracy in all material respects of the representations and warranties set forth in Article III and the performance by the Company of its obligations set forth in this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither neither Parent nor Merger Sub has any reason reasonable basis to believe that (x) it will be unable to satisfy on a timely basis any material term (to the extent such material term is to be performed or complied with prior to the Closing Date) or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as close set forth in the Debt Commitment Letter, in accordance with the terms therein, on or prior to the Closing Date or (y) any condition to close set forth in the Debt Commitment Letter will not be satisfied, in accordance with the terms therein, on or prior to the Closing Date (except to the extent that such condition relates to the receipt of the Company Shareholder Approval and/or the Minority Approval, as to which no representation is made in this Section 4.06). There are no conditions precedent related to the funding or investing, as applicable, of the full amount of the Debt Financing Commitments, nor any contracts other than as expressly set forth in or non-binding arrangements or understandings with any Person concerning contemplated by the ownership and operation of Parent, Merger Sub or the Surviving CorporationDebt Commitment Letter.

Debt Financing. Parent has delivered will use all commercially reasonable efforts to the Company true, correct and complete copies of executed commitment letter(s(i) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of maintain the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are Commitment Letter in full force and effect. There are no , and will not amend, terminate or waive any provisions under such Debt Commitment Letter, and (ii) comply, to the extent within Parent’s control, with all of the covenants of Parent in the Debt Commitment Letter and take all actions, to the extent within Parent’s control, necessary or desirable to cause all of the conditions precedent to the funding of the full amount financing contemplated in the Debt Commitment Letter to be satisfied as promptly as practicable following the date hereof and in coordination with the satisfaction of the other closing conditions set forth herein, including obtaining any opinions of legal counsel required by the Lenders thereunder and, to the extent within Parent’s control, assuring that there is no breach or default or event of default under any of its existing financing agreements and (iii) accept any changes in the terms and conditions of the proposed financing contemplated in the “market flex” provision of the Debt FinancingCommitment Letter or fee letter related thereto. Parent agrees to notify the Target following its receipt of notification by any financing source under the Debt Commitment Letter or in connection with any substitute debt or other financing of such source’s indications that it does not intend to provide, other than as set forth questions its requirement to provide or asserts its inability or refusal to provide the financing described in the applicable Debt Financing CommitmentsCommitment Letter. The aggregate proceeds If the funding of the indebtedness contemplated by the Debt Financing CommitmentsCommitment Letter becomes unavailable or Parent reasonably believes that such funding may not occur for any reason other than a breach by Target or Target Stockholders of any of its representations, if obtainedwarranties, together with the available cash of the Companycovenants or agreements contained herein or in any Ancillary Agreement, Parent and Merger Sub will use all commercially reasonable efforts to obtain alternative financing on terms that are no less favorable to Parent (as determined in the Closing Date, will be sufficient for Parent and Merger Sub reasonable judgment of Parent) than to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it those contained in the Debt Financing CommitmentsCommitment Letter or fee letter related thereto including, for the avoidance of doubt, the “market flex”. Parent has fully paid shall keep the Target reasonably informed of any and material adverse developments relating to the proposed debt financing. Without limiting the generality of the foregoing, Parent shall use all commitment fees that have been incurred and are due commercially reasonable efforts to be paid in connection with satisfy the closing conditions to the debt financing contemplated by the Debt Financing CommitmentsCommitment Letter (or, and Parent will pay when due all other commitment fees arising under if applicable, the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporationalternative financing) that are within its control.

Debt Financing. (a) Parent has delivered shall use its reasonable efforts to take, or cause to be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary or advisable to obtain the Debt Financing contemplated by the Debt Commitment Letter on the terms and subject to the Company trueconditions described in the Debt Commitment Letter, correct including to (i) maintain in effect the Debt Commitment Letter (including any definitive agreements entered into in connection therewith) until the earliest of the consummation of the Transactions, the termination of this Agreement or the time at which any Alternative Financing is obtained, (ii) satisfy on a timely basis (taking into account the anticipated timing of the Inside Date) all conditions in the Debt Financing Agreements (as defined below) and complete copies in the Debt Commitment Letter applicable to Parent and Merger Subsidiary (and that are within their control) to obtaining the Debt Financing contemplated thereby, (iii) negotiate and enter into definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on terms and conditions contained in the Debt Commitment Letter (as modified, to the extent exercised, by the “market flex” provisions applicable thereto) or otherwise consistent in all material respects with the Debt Commitment Letter and on other terms that would not (A) add any condition precedent to funding of executed commitment letter(sthe Debt Financing, or otherwise expand or adversely amend or modify any of the conditions precedent to the receipt of the Debt Financing, or (B) reduce the amount of the Debt Financing below an amount necessary (together with cash and cash equivalents held by Parent) to fund all of the amounts required to be provided by Parent or Merger Subsidiary for the consummation of the Transactions at the Effective Time contemplated by this Agreement (including the payment of the Closing Cash Consideration, but excluding, for the avoidance of doubt, any amounts payable pursuant to the CVR Agreement) (as such definitive agreements, together with the same may be amendedDebt Commitment Letter, the “Debt Financing CommitmentsAgreements”), as set forth in Section 4.5 and (iv) consummate the Debt Financing at or prior to the Closing, taking into account the anticipated timing of the Parent Disclosure Letter, pursuant Inside Date (which efforts shall include making demand upon the Financing Sources to which consummate the lender parties Debt Financing to the extent the conditions thereto have agreedbeen satisfied (other than those which are dependent upon, or are to occur simultaneously with, the funding of the Debt Financing)), in each case, subject to the terms Company’s compliance with its obligations under Section 5.18(c) (other than any failures to comply with Section 5.18(c) that, individually and conditions thereofin the aggregate, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”are not material). As Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the date status of this Agreement, except as permitted by this Agreement, none of its efforts to arrange the Debt Financing Commitments has been amended or modified, and to the respective commitments extent reasonably requested by the Company for purposes of monitoring the progress of the activities relating to the Debt Financing to the extent not prohibited by the confidentiality provisions contained in the Debt Financing Commitments have not been withdrawn or rescindedAgreements. As Without limiting the generality of the date foregoing, Parent will promptly notify the Company (A) if Parent becomes aware of this Agreement, any material breach or material default by any party to any of the Debt Financing Commitments are Agreements, (B) of the receipt of any written notice or other written communication from any Financing Source with respect to (x) any material breach, default, termination or repudiation under or in full force and effect. There are no conditions precedent respect of any Debt Financing Agreement by any party thereto or (y) any material dispute or material disagreement between or among any parties to any of the Debt Financing Agreements with respect to the funding of obligation to fund the full Debt Financing or the amount of the Debt Financing, other than as set forth Financing necessary to fund the Transactions and (C) if at any time for any reason Parent believes in good faith that it will not be able to obtain all or any portion of the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, necessary (together with cash and cash equivalents held by Parent) to fund the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition required to be satisfied provided by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with Subsidiary for the transactions contemplated by this Agreement other than as set forth in consummation of the Debt Financing CommitmentsTransactions at the Effective Time (but excluding, nor for the avoidance of doubt, any contracts or non-binding arrangements or understandings with any Person concerning amounts payable pursuant to the ownership and operation of Parent, Merger Sub or the Surviving CorporationCVR Agreement).

Debt Financing. As of the date of this Agreement, Parent has and the Merger Subs have delivered to the Company true, correct a true and complete copies copy of an executed commitment letter(s) (letter, including all exhibits, schedules and annexes thereto, in each case, as the same may be amended, supplemented or otherwise modified from time to time (the “Debt Financing CommitmentsCommitment Letter”)) and a copy of an executed fee letter (which fee letter may be redacted with respect to the fee amounts and economic terms contained therein, as set forth in Section 4.5 which redacted information does not relate to the amount or conditionality of the Parent Disclosure debt financing contemplated by the Debt Commitment Letter) from the Financing Sources, dated as of the date hereof, pursuant to which which, among other things, the lender parties thereto Financing Sources have agreed, committed to provide debt financing to Parent and the Merger Subs in an aggregate amount set forth therein and subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Commitment Letter and assuming that each of the conditions set forth in Section 8.1 and Section 8.2 of this Agreement is satisfied at Closing, as of the date of this Agreementhereof, except as permitted the funds provided by this Agreement, none of the Debt Financing Commitments has been amended or modifiedFinancing, together with any cash on hand, available lines of credit and other sources of immediately available funds, will be sufficient for Parent to pay (a) all amounts owing under the Company Notes (after giving effect to the net cash proceeds from the transactions contemplated by the WBA Asset Purchase Agreement available therefor, less the Payoff Amounts required under Section 7.14(b)), (b) the Additional Cash Consideration, (c) all other required payments payable in connection with the transactions contemplated hereby, including the transactions contemplated by Section 7.15, and (d) all fees and expenses associated therewith for which any of Parent or the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescindedMerger Subs is responsible. As of the date of this Agreement, the Debt Financing Commitments are Commitment Letter constitutes a legal, valid and binding obligation of Parent and the Merger Subs in full force accordance with its terms and, to its knowledge, each of the other parties thereto, enforceable against Parent and effectthe Merger Subs and, to its knowledge, each of the other parties thereto in accordance with its terms subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, the Debt Commitment Letter has not been withdrawn or terminated or amended or modified in any respect. There are no conditions precedent related to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Commitment Letter. There are no agreements, side letters or arrangements relating to the Debt Financing Commitments. The aggregate proceeds that could impair the availability of any of the Debt Financing other than as expressly set forth in or contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payableCommitment Letter. As of the date of this Agreement and assuming that each of the conditions set forth in Section 8.1 and Section 8.2 of this Agreement are satisfied at Closing, neither Parent nor the Merger Subs have any reason to believe that (a) any of the conditions to the Debt Financing will not be satisfied or (b) except to the extent reduced prior to the Closing Date in accordance with Section 7.18(c) hereof, the Debt Financing will not be available to Parent and the Merger Subs on the Closing Date. Parent and the Merger Subs have fully paid (or caused to be fully paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Each of Parent and the Merger Subs understands and acknowledges that under the terms of this Agreement, Parent and the Merger Sub have no contractsSubs’ obligations hereunder are not in any way contingent upon or otherwise subject to Parent’s or the Merger Subs’ consummation of any financing arrangements, arrangements Parent or understandings with the Merger Subs’ obtaining of any Person concerning financing or the contributions to be made availability, grant, provision or extension of any financing to Parent or the Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationSubs.

Debt Financing. Parent has delivered FinanceCo has, as of the date of this Agreement, committed financing in the aggregate amount of $2,650,000,000 (the “Committed Debt Financing”) pursuant to one or more executed commitment letters (the “Commitment Letter”), and one or more executed fee letters, in each case dated on or prior to the Company truedate of this Agreement, correct among one or more substantially wholly-owned Affiliates controlled by Ardagh (the “AMPSA Financing Parties”) and complete the debt financing sources parties thereto (the “Commitment Debt Financing Sources”), copies of executed commitment which have been provided to GHV, together with the related fee letter(s) (as the same may be amended, the “Commitment Financing Documents”). All conditions precedent to the funding of the Committed Debt Financing Commitments(the “Commitment Conditions Precedent”), as ) are set forth in Section 4.5 of the Parent Disclosure Letter, pursuant Commitment Financing Documents delivered to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”)GHV. As of the date of this Agreement, except (a) there are no conditions precedent related to the funding of the full amount of the Committed Debt Financing other than the Commitment Conditions Precedent expressly set forth in the Commitment Financing Documents delivered to GHV, and (b) there are no, and there are not contemplated to be any, agreements, side letters or arrangements relating to the Committed Debt Financing that would affect the availability or conditionality of the Committed Debt Financing other than the Commitment Financing Documents delivered to GHV. None of the Commitment Financing Documents have been amended, restated or otherwise modified or waived as permitted by of the date of this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments therein have not been withdrawn withdrawn, rescinded, amended, restated or rescindedotherwise modified in any respect as of the date of this Agreement. As of the date of this Agreement, each of the Debt Commitment Financing Commitments are Documents is in full force and effect. There are no conditions precedent effect and constitutes the legal, valid and binding obligations of the applicable AMPSA Financing Parties (subject to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this AgreementEnforceability Exceptions), and to pay all related fees and expenses associated therewiththe Knowledge of Ardagh, including payment each of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitmentsother parties thereto, and Parent will pay when due all enforceable against the AMPSA Financing Parties, and, to the Knowledge of Ardagh, each of the other commitment fees arising under the Debt Financing Commitments as and when they become payableparties thereto, in accordance with its terms. As of the date of this Agreement, Parent and Merger Sub no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or prevent any of the Commitment Conditions Precedent from being satisfied, in each case on the part of the AMPSA Financing Parties, or, to the Knowledge of Ardagh, any other parties thereto, under the Commitment Financing Documents. As of the date of this Agreement, Ardagh does not have no contractsany reason to believe that any of the Commitment Conditions Precedent will not be satisfied, arrangements or understandings with that the Debt Financing (or any Person concerning the contributions portion thereof) will be delayed or otherwise not be available to be made funded to Parent the applicable AMPSA Financing Parties. Ardagh has fully paid, or Merger Sub caused to be fully paid, all commitment fees and other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the transactions contemplated by this Agreement other than as set forth in the Committed Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationFinancing.

Debt Financing. Parent AerCap has delivered to the Company Parent and the Existing Shareholders a true, complete and correct and complete copies copy of the executed commitment letter(sletter, dated as of the date hereof (including all exhibits, schedules, and annexes thereto, and the executed fee letter associated therewith and referenced therein (except that the amounts of fees, pricing caps, and other economic terms, including those contained in the “market flex” provisions, (none of which would adversely affect the availability of the Debt Financing or would reduce the amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (i) the aggregate Cash Consideration and (as ii) any fees and expenses of or payable by the same AerCap Entities or AerCap in connection with the Completion and the Debt Financing) set forth therein may be amendedredacted), as may be amended or modified in accordance with the terms hereof, collectively, the “Debt Financing Commitments”), as set forth in Section 4.5 of among AerCap and the Parent Disclosure LetterLenders party thereto, pursuant to which the lender parties Lenders party thereto have agreedcommitted, subject to the terms and conditions thereofset forth therein, to provide or cause to be provided debt financing in the debt amounts set forth therein (the “Debt Financing”). As of the date of this AgreementSigning Date, except as permitted by this Agreement, none of the Debt Financing Commitments has are in full force and effect with respect to, and constitute the valid, binding and enforceable (subject to the Bankruptcy Exceptions) obligation of, AerCap and, to the knowledge of AerCap, the other parties thereto. As of the Signing Date, the Debt Financing Commitments have not been amended or modifiedmodified prior to the Signing Date, as of the Signing Date no such amendment or modification is contemplated (other than any amendment or modification pursuant to clause 10.1 to add lenders, lead arrangers, bookrunners, syndication agents or other Lenders who had not executed the Debt Financing Commitments as of the Signing Date and, in connection therewith, to amend the economic and other arrangements with respect to the appointment of such additional lenders, lead arrangers, bookrunners, syndication agents or other Lenders), and the respective commitments contained in the Debt Financing Commitments have not been withdrawn withdrawn, decreased or rescinded. As of the date of this Agreement, the Debt Financing Commitments are rescinded in full force and effectany respect. There are no conditions precedent to side letters or other agreements, arrangements, contracts or understandings that could adversely affect the funding of the full amount availability 148 of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent AerCap has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing CommitmentsCommitments due and payable on or prior to the Signing Date and, and Parent on the Completion Date, will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with paid in full any Person concerning the contributions such amounts required to be made to Parent paid on or Merger Sub in connection with before the transactions contemplated by this Agreement other than Completion Date. Except as expressly set forth in the Debt Financing Commitments, nor there are no conditions to the obligations of the parties thereunder to make the Debt Financing available to AerCap on the terms therein or any contracts contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. As of the Signing Date (i) no event has occurred that, with or non-binding arrangements without notice, lapse of time or understandings both, would constitute a default or breach or a failure to satisfy a condition precedent on the part of AerCap or, to the knowledge of AerCap, any of the other parties to the Debt Financing Commitments under the Debt Financing Commitments and (ii) AerCap has no reason to believe that any of the conditions to the Debt Financing contemplated by the Debt Financing Commitments will not be satisfied or that any portion of the Debt Financing will not be made available to AerCap at the Completion. Assuming the satisfaction of the conditions set forth in clause 3, the Debt Financing, when funded in accordance with the Debt Financing Commitments, will provide AerCap with cash proceeds (after netting out original issue discount and similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flex) provided under the relevant fee letters) on the Completion Date sufficient for the satisfaction of the AerCap Entities’ obligation to (i) pay the aggregate Cash Consideration and (ii) pay any Person concerning fees and expenses of or payable by the ownership AerCap Entities or AerCap in connection with the Completion and operation of Parent, Merger Sub or the Surviving CorporationDebt Financing.

Debt Financing. Parent has delivered to the Company true, a true and correct and complete copies copy of an executed debt commitment letter(s) letter to Parent (as the same may be amended, the “Debt Financing CommitmentsCommitment Letter”), as set forth in Section 4.5 of the Parent Disclosure Letter, ) pursuant to which the lender parties thereto have agreednamed therein (the “Lender”) has committed, subject only to the terms and conditions thereofset forth therein, to provide or cause to be provided lend Parent (and certain of Parent’s Subsidiaries) the debt amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. Parent has also delivered to the Company a true and complete (other than the redactions referenced herein) copy of any fee letter related to the Commitment Letter (it being understood that any such fee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms (including economic flex terms), which redacted information does not adversely affect the amount, availability or conditionality of the funding of the Financing) (any such fee letter, a “Fee Letter”). As of the date of this Agreementhereof, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, Commitment Letter and the respective commitments contained Fee Letters (i) are in the Debt Financing Commitments full force and effect and (ii) have not been withdrawn or rescindedterminated or otherwise amended or modified in any respect. As of the date hereof, each Fee Letter and the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of this AgreementParent and, to the knowledge of Parent, the Debt other parties thereto, subject in each case to the bankruptcy and principles of equity exceptions. As of the date hereof, there are no other agreements, side letters, understandings or arrangements relating to the Commitment Letter or Fee Letters, the Financing Commitments are in full force or any alternative debt financing for the transactions contemplated hereby to which Parent or any of its Subsidiaries is a party (other than the Commitment Letter and effectthe Fee Letters). As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any term or condition of the Commitment Letter or Fee 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 set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing CommitmentsCommitment Letter. Parent has (or has caused to be) fully paid any and all commitment fees that have been incurred and are due or other fees required by the Commitment Letter or Fee Letters to be paid in connection with by it on or prior to the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payabledate of this Agreement. As of the date hereof, assuming the accuracy of the representations and warranties set forth in Section 5.1 and the performance by the Company of its obligations under Article VI and the satisfaction of the conditions set forth in Article VII, Parent is not aware of any fact or occurrence that, with or without notice, lapse of time or both, would reasonably be expected to (i) result in any of the conditions in the Commitment Letter not being satisfied, or (ii) otherwise result in the Financing not being available on a timely basis and in a sufficient amount, in each case in order to consummate the transactions contemplated by this Agreement. The net proceeds from the Financing, together with cash on hand of Parent and Merger Sub have no contractsits Subsidiaries and the Company and the Subsidiaries, arrangements will be sufficient to consummate the transactions contemplated by this Agreement. Parent confirms that it is not a condition to Closing or understandings with any Person concerning the contributions to be made to of its other obligations under this Agreement that Parent obtain financing for or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationAgreement.

Debt Financing. Parent has delivered to the Company a true, correct and complete copies copy of the executed commitment letter(s) (Debt Commitment Letter, attached hereto as Exhibit O. As of the same may be amendeddate of this Agreement, the “Debt Commitment Letter has not been amended or modified in any manner since Parent provided, on or prior to the date of this Agreement, a fully executed copy of the Debt Commitment Letter. Neither Parent nor any of its Affiliates has entered into any amendment or modification to the Debt Commitment Letter or any agreement, side letter or other arrangement with respect to the Debt Financing Commitments”contemplated by the Debt Commitment Letter among the parties thereto, in each case, that would add any condition precedent to funding of the Debt Financing or otherwise expand or adversely amend or modify any of the conditions precedent to the receipt of the Debt Financing, reduce the amount of the Debt Financing below an amount necessary (together with the proceeds of the Preferred Stock Issuance) to fund all of the amounts required to be provided by Parent or Merger Sub for the consummation of the Transactions contemplated by this Agreement (including the payment of the Cash Merger Consideration), as adversely affect the availability of the Debt Financing or delay or prevent the Closing or make the funding of the Debt Financing less likely to occur. Assuming the satisfaction of the closing conditions set forth in Section 4.5 7.1 and Section 7.2 and that the Debt Financing is funded in accordance with the Debt Commitment Letter (including any “market flex” provisions related thereto), the aggregate net proceeds of the Parent Disclosure Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto) when funded in accordance with the terms of the Debt Commitment Letter, pursuant together with the proceeds of the Preferred Stock Issuance, will be sufficient to which consummate the lender parties thereto have agreedTransactions contemplated hereby, subject to including the terms and conditions thereof, to provide or cause to be provided payment of the debt amounts set forth therein (Estimated Cash Merger Consideration on the “Debt Financing”)Closing Date. As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments commitment contained in the Debt Financing Commitments have Commitment Letter has not been withdrawn withdrawn, rescinded or rescindedrepudiated in any respect and no such withdrawal, rescission or repudiation is contemplated. As of the date of this Agreement, the Debt Financing Commitments are Commitment Letter is in full force and effect. There are no conditions precedent effect and represents a legal, valid, binding and enforceable obligation of Parent and, to the funding knowledge of Parent, each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the full amount of the Debt Financing, other than as conditions set forth in the Debt Financing CommitmentsCommitment Letter and except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The aggregate proceeds contemplated Parent has fully paid (or caused to be fully paid) any and all commitment fees and other amounts that are due and payable by Parent on or prior to the date of this Agreement in connection with the Debt Financing. As of the date of 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 or default on the part of Parent or, to the knowledge of Parent, any other party thereto under the Debt Commitment Letter or that would result in the Debt Financing Commitments, if obtained, together with contemplated thereby to be unavailable or materially delayed. Assuming the available cash satisfaction of the Companyconditions set forth in Section 7.1 and Section 7.2 and compliance by the Company with Section 6.8 (other than any failures to comply with Section 6.8 that, individually and in the aggregate, are not material), Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any no reason to believe that it or any Financing Source will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by it contained or that the full amount of the Debt Financing contemplated by the Debt Commitment Letter will not be available on the Closing Date. The only conditions precedent or other contingencies related to the funding of the Debt Financing contemplated by the Debt Commitment Letter on the Closing Date that will be included in the related Debt Financing Documents shall be the conditions set forth in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid Commitment Letter as in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of effect on the date of this Agreement. Notwithstanding anything to the contrary, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions Debt Financing is not a condition precedent to be made to Parent or Merger Sub in connection with the consummation of the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationAgreement.

Debt Financing. Parent has delivered to the Company a true, correct and complete copies copy of the fully executed commitment letter(sletter, dated the date hereof, executed and delivered by Parent, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC, Bank of America, N.A., and BofA Securities, Inc., together with all annexes, exhibits, schedules and attachments thereto, in each case, as amended or otherwise modified only to the extent expressly permitted by this Agreement, and all fee letters associated therewith (the “Fee Letters”) (as with, in the same may be amendedcase of the Fee Letters, certain economic pricing terms redacted (none of which redacted provisions will adversely affect the availability of, or impose conditions on, the availability of the Debt Financing at the Closing) (collectively, the “Debt Financing CommitmentsCommitment Letter”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant ) to which the lender parties thereto have agreedprovide to Parent, subject to the terms and conditions thereoftherein, the Debt Financing. As of the date of this Agreement, the Debt Commitment Letter has not been amended or modified and the respective obligations and commitments contained therein have not been withdrawn, terminated or rescinded in any respect. As of the date of this Agreement, no amendment, restatement, withdrawal, termination or other modification of the Commitment Letter is contemplated (except for any modifications or adjustments within the limits of the “market flex” provisions set forth in the Fee Letter). As of the date of this Agreement, the Debt Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent, and, to provide the Knowledge of Parent, the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity. Parent has fully paid any and all commitment fees and other fees in connection with the Debt Commitment Letter that are payable on or cause prior to the date of this Agreement. The net cash proceeds of the Debt Financing contemplated by the Debt Commitment Letter will, when added to the portion of the Debt Financing that is available, cash and cash equivalents and equity issuances (prior to the Closing Date) of Parent, Holdco, Rooster Merger Sub, Parent Merger Sub and their respective Subsidiaries, be sufficient (a) to consummate the Mergers upon the terms contemplated by this Agreement and to pay all related Expenses associated therewith and (b) to fully satisfy all of the outstanding indebtedness of the Company or any of its Subsidiaries to the extent required to be provided repaid in connection with the debt amounts set forth therein consummation of the Mergers and the other transactions contemplated hereby (the aggregate amount described in this sentence is referred to as the “Debt FinancingRequired Amount”). As of the date of this Agreement, except as permitted by this Agreement, none Parent has no reason to believe that any of the conditions precedent to closing of the Debt Financing Commitments has been amended will not be satisfied, or modified, and the respective commitments contained in that the Debt Financing Commitments have will not been withdrawn be made available to Parent, in each case, at or rescindedprior to the Closing. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default, event of default or breach on the part of Parent under any term or condition of the Debt Commitment Letter or that would permit the financial institutions party thereto to terminate, or to not fund the Debt Financing Commitments are at or prior to the Closing upon satisfaction of all conditions thereto set forth in, the Debt Commitment Letter. Except as set forth in full force and effect. There the Debt Commitment Letter, there are no (a) conditions precedent to the funding respective obligations of the lenders specified in the Debt Commitment Letter to fund the full amount of the Debt FinancingFinancing at or prior to the Closing; or (b) contractual contingencies under any agreements, other than as set forth side letters or arrangements relating to the Debt Financing to which any of Parent, Holdco, Rooster Merger Sub, Parent Merger Sub or any of their respective Affiliates is a party that would permit the lenders specified in the Debt Financing Commitments. The aggregate proceeds contemplated by Commitment Letter to reduce the total amount of the Debt Financing, or that would materially and adversely affect the availability to Parent of the Debt Financing Commitments, if obtained, together with at or prior to the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationClosing.

Debt Financing. (a) Parent has delivered shall use its reasonable best efforts, and shall cause each of its Subsidiaries to the Company true, correct and complete copies of executed commitment letter(s) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereofuse its reasonable best efforts, to provide take, or cause to be provided taken, all actions, and do, or cause to be done, all things necessary to obtain the debt amounts set forth therein Debt Financing on the conditions described in the Debt Commitment Letters, including by (i) maintaining in effect the Debt Commitment Letters (subject to any amendment, replacement, supplement, termination modification or waiver permitted elsewhere under this Section 5.22), (ii) negotiating and entering into (on or prior to the Closing Date) definitive agreements with respect to the Debt Financing including any joinder agreements, indentures, or credit agreements entered into in connection therewith (the “Debt FinancingDefinitive Agreements”). As , that are (A) consistent with the conditions contained in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in any related fee letter)) or (B) on terms that, with respect to conditionality, are not less favorable to Parent (taken as a whole), (iii) satisfying (or obtaining a waiver of) all conditions in the Debt Commitment Letters and the Definitive Agreements that are applicable to and within the reasonable control of Parent and are necessary to enable the date of this Agreement, except as permitted by this Agreement, none consummation of the Debt Financing Commitments has been amended concurrently with or modifiedprior to Closing, and the respective commitments (iv) assuming that all conditions contained in the applicable Debt Financing Commitments Commitment Letter have not been withdrawn or rescinded. As of the date of this Agreementsatisfied, consummating the Debt Financing Commitments are in full force and effect. There are no conditions precedent concurrently with or prior to the funding of the full amount of Closing, and (v) enforcing its rights under the Debt FinancingCommitment Letters, other than as set forth in each case, in a timely and diligent manner; provided that, notwithstanding anything in this Agreement to the contrary, (1) nothing in this Section 5.22(a) will limit the ability of Parent or its Subsidiaries to pursue the Debt Financing Commitments. The aggregate proceeds in any manner not otherwise prohibited by this Agreement and (2) in no event shall Parent or its Subsidiaries be required to pay any fees or any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub Commitment Letters as in effect on the Closing Datedate hereof (including any flex provisions), will be sufficient for Parent and Merger Sub or agree to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition (including any flex term) less favorable to be satisfied by it Parent than such term contained in the such Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid Commitment Letters as in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of effect on the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporationhereof.

Debt Financing. Parent has delivered to the Company a true, correct and complete copies of executed commitment letter(s) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 copy of the Parent Disclosure executed Debt Commitment Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Commitment Letter has not been amended or modified in any manner since Parent provided, on or prior to the date of this Agreement, a fully executed copy of the Debt Commitment Letter. Neither Parent nor any of its Affiliates has entered into any amendment or modification to the Debt Commitment Letter or any agreement, side letter or other arrangement with respect to the Debt Financing Commitments are contemplated by the Debt Commitment Letter among the parties thereto, in full force and effect. There are no each case, that would add any condition precedent to funding of the Debt Financing or otherwise expand or adversely amend or modify any of the conditions precedent to the funding of the full amount receipt of the Debt Financing, reduce the amount of the Debt Financing below an amount necessary (together with cash and cash equivalents of Parent) to fund all of the amounts required to be provided by Parent or Merger Subsidiary for the consummation of the Transactions (including the payment of the Closing Cash Consideration, but excluding payment of any amounts pursuant to the CVR Agreement), adversely affect the availability of the Debt Financing or delay or prevent the Closing or make the funding of the Debt Financing less likely to occur. As of the date of this Agreement, the commitment contained in the Debt Commitment Letter has not been withdrawn, rescinded or repudiated in any respect and no such withdrawal, rescission or repudiation is contemplated. As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and represents a legal, valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent, each other than as party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions set forth in the Debt Financing CommitmentsCommitment Letter and except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The aggregate proceeds contemplated Parent has fully paid (or caused to be fully paid) any and all commitment fees and other amounts that are due and payable by Parent on or prior to the date of this Agreement in connection with the Debt Financing. As of the date of 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 or default on the part of Parent or, to the Knowledge of Parent, any other party thereto under the Debt Commitment Letter or that would result in the Debt Financing Commitments, if obtained, together with contemplated thereby to be unavailable or materially delayed. Assuming the available cash satisfaction of the Companyconditions set forth in Section 6.1 and Section 6.2 and compliance by the Company with Section 5.18 (other than any failures to comply with Section 5.18 that, individually and in the aggregate, are not material), Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any no reason to believe that it or any Financing Source will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by it contained or that the full amount of the Debt Financing contemplated by the Debt Commitment Letter will not be available on the Closing Date. The only conditions precedent or other contingencies related to the funding of the Debt Financing contemplated by the Debt Commitment Letter on the Closing Date that will be included in the related Debt Financing Documents shall be the conditions set forth in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid Commitment Letter as in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of effect on the date of this Agreement. Notwithstanding anything to the contrary contained herein, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions Debt Financing is not a condition precedent to be made to Parent or Merger Sub in connection with the consummation of the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationAgreement.

Debt Financing. (a) Parent has delivered shall use its reasonable best efforts to obtain the Company true, correct and complete copies proceeds of executed commitment letter(s) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to on the terms and conditions thereofdescribed in the Debt Commitment Letter and Fee Letter (or replacement financing obtained in compliance with this Section 6.17), including using its reasonable best efforts to provide or cause (i) except as otherwise permitted in this Section 6.17, maintain in effect the Debt Commitment Letter and Fee Letter in accordance with their terms, (ii) negotiate definitive agreements with respect to be provided the debt amounts set forth therein Debt Financing (the “Debt FinancingDefinitive Agreements”). As of ) consistent with the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, terms and the respective commitments conditions contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this AgreementCommitment Letter and Fee Letter (including, as necessary, the Debt Financing Commitments “flex” provisions contained in the Fee Letter) or, if available, on other terms that are in full force acceptable to Parent and effect. There are no would not adversely affect the ability of Parent to consummate the transactions contemplated herein, (iii) satisfy (or obtain the waiver of) on a timely basis all conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by Commitment Letter, Fee Letter and the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, Definitive Agreements within Parent’s control (including payment of all amounts fees and expenses) and comply with its obligations thereunder and (iv) enforce its rights under Article II the Debt Commitment Letter, Fee Letter, and/or Definitive Agreements in the event of this Agreementany breach or purported breach thereof. Neither Parent nor Merger Sub has shall not, and shall cause its Affiliates not to, take or refrain from taking, directly or indirectly, any reason action that would reasonably be expected to believe that it will be unable to satisfy on result in a timely basis failure of any term or condition to be satisfied by it of the conditions contained in the Debt Financing Commitments. Parent has fully paid Commitment Letter or in any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Definitive Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporation.

Debt Financing. Parent AerCap has delivered to the Company trueParent and the Seller a copy of the duly executed credit agreement (the “Credit Agreement”) and the related Fee Letters (except that the amounts of fees, correct pricing caps and complete copies other economic terms (none of executed commitment letter(swhich would adversely affect the availability of the Debt Financing or would reduce the amount of the Debt Financing below the amount necessary to satisfy the Purchaser’s obligation to pay (i) the aggregate Cash Consideration and (as ii) any fees and expenses of or payable by the same Purchaser or AerCap in connection with the Completion and the Debt Financing) set forth therein may be amendedredacted), among AerCap and the financial institutions identified therein (the “Debt Financing CommitmentsLenders”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto Lenders have agreed, subject to the terms and conditions thereofset forth in the Credit Agreement, to provide or cause to be provided debt financing in the debt amounts set forth therein (the “Debt Financing”). As of the date Signing Date, the Credit Agreement is in full force and effect and constitutes a valid, binding and enforceable (subject to the Bankruptcy Exceptions) obligation of this AgreementAerCap and, except as permitted by this Agreementto the knowledge of AerCap, none the other parties thereto. As of the Debt Financing Commitments Signing Date, the Credit Agreement has not been amended or modifiedmodified since a copy thereof was delivered to the Parent and the Seller, and the respective commitments contained in the Debt Financing Commitments Credit Agreement have not been withdrawn withdrawn, decreased or rescinded. As of the date of this Agreement, the Debt Financing Commitments are rescinded in full force and effectany respect. There are no conditions precedent to side letters or other agreements, arrangements, contracts or understandings that could adversely affect the funding of the full amount availability of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent AerCap has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, Credit Agreement due and Parent payable on or prior to the date hereof and will pay when in full any such amount due all other commitment fees arising under on or before the Completion Date. Except as expressly set forth in the Credit Agreement or the related Fee Letters, there are no conditions to the obligations of the parties thereunder to make the Debt Financing Commitments as and when they become payableavailable to AerCap on the terms therein or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. As of the date Signing Date (i) no event has occurred that, with or without notice, lapse of this time or both, would constitute a default or breach or a failure to satisfy a condition precedent on the part of AerCap or, to the knowledge of AerCap, any of the other parties to the Credit Agreement under the Credit Agreement and (ii) AerCap has no reason to believe that any of the conditions to the Debt Financing 135 contemplated by the Credit Agreement will not be satisfied or that the Debt Financing will not be made available to AerCap at the Completion; provided that in making such representations, AerCap is relying on the truth and accuracy of the representations and warranties of the Parent and the Seller contained in Part A of Schedule 1 (without giving effect to any materiality or “Material Adverse Effect” qualifications or any knowledge qualifications) and compliance by the Parent and the Seller with their obligations under clause 10.2. Assuming the satisfaction of the conditions set forth in clause 3, the Debt Financing, when funded in accordance with the Credit Agreement, Parent will provide AerCap with cash proceeds (after netting out original issue discount and Merger Sub have no contracts, arrangements similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flex) provided under the relevant fee letters) on the Completion Date sufficient for the satisfaction of the Purchaser’s obligation to (i) pay the aggregate Cash Consideration and (ii) pay any fees and expenses of or understandings with any Person concerning payable by the contributions to be made to Parent Purchaser or Merger Sub AerCap in connection with the transactions contemplated by this Agreement other than as set forth in Completion and the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationFinancing.

Debt Financing. Parent has delivered received the Debt Commitment Letter from certain lenders to the Company true, correct provide (i)(A) a $4,350 million first lien senior secured term loan facility and complete copies of executed commitment letter(s(B) a $650 million first lien senior secured revolving credit facility and (as the same may be amendedii) a $865 million second lien senior secured term loan facility (collectively, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt FinancingSenior Secured Credit Facilities”). As It is anticipated that the proceeds of the new Senior Secured Credit Facilities will be used to partially finance the Offer and the Merger, refinance certain of the Company’s and its subsidiaries’ existing indebtedness, pay related fees and expenses incurred in connection with the Offer, the Merger and the other transactions and to provide for ongoing working capital and for other general corporate purposes of the Company and its subsidiaries. The First Lien Term Loan Facility will mature seven years from the date of this Agreement, except as permitted by this Agreement, none funding and will amortize in equal quarterly installments of 0.25% of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescindedoriginal principal amount. As of The first lien revolving facility will mature five years from the date of this Agreement, the Debt Financing Commitments are in full force closing and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitmentswill not amortize. The aggregate proceeds Second Lien Term Loan Facility will mature eight years from the date of funding and will not amortize. The definitive documentation for the Senior Secured Credit Facilities as contemplated by the Debt Financing CommitmentsCommitment Letter will contain covenants, if obtained, together events of default and other terms and provisions that have been agreed with the available cash debt financing sources party to the Debt Commitment Letter. The availability of the Companyfinancing contemplated by the Debt Commitment Letter is subject to: • the substantially concurrent consummation of the acquisition in accordance with the Merger Agreement in all material respects; ​ • the execution and delivery of definitive documentation with respect to the new Senior Secured Credit Facilities and customary closing documents consistent with the Debt Commitment Letter; ​ • since the date of the Merger Agreement, Parent there shall not have been any “Effect” ​(which, for purposes of the Debt Commitment Letter, is defined as in the Merger Agreement) that has had, or would reasonably be expected to have, a “Company Material Adverse Effect” ​(which, for purposes of the Debt Commitment Letter, is defined as in the Merger Agreement) that is continuing at the scheduled “Expiration Time” (which, for purposes of the Debt Commitment Letter, is defined as in the Merger Agreement) and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub that results in a failure of a condition precedent to Purchaser (or its affiliates’) obligations to consummate the Merger upon pursuant to the terms contemplated by this of the Merger Agreement, and to pay all related fees and expenses associated therewith, including ; ​ • the payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any applicable fees and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporation.expenses; ​

Debt Financing. Parent has delivered to Buyer and MergerSub have furnished the Company with true, correct and complete copies of the executed commitment letter(sFinancing Commitment Letter, dated as of the date hereof, among Xxxxx, Inc., Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC, JPMorgan Chase Bank, N.A., and Xxxxxxx Xxxxx Bank USA, and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) (as agreed to by the same parties may be amendedredacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the “availability of the Debt Financing Commitments”), as set forth in Section 4.5 of at the Parent Disclosure Letter, pursuant Closing to which the lender parties thereto have agreedprovide, subject to the terms and conditions thereoftherein, to provide or cause to be provided debt financing in the debt amounts aggregate amount set forth therein (for the “Debt Financing”purpose of funding the Contemplated Transactions). As of The Financing Commitment Letter has not been amended, supplemented or modified, and no provision thereof has been waived, prior to the date of this Agreementhereof, except as permitted by this Agreementno such amendment, none of the Debt Financing Commitments has been amended restatement, supplement, modification or modifiedwaiver is contemplated or pending, and the respective commitments contained in the Debt Financing Commitments Commitment Letter have not been withdrawn withdrawn, terminated or rescindedrescinded in any respect, and no such withdrawal, termination or rescission is contemplated. As There are no side letters or other Contractual Obligations or arrangements related to the Debt Financing other than as expressly set forth in the Financing Commitment Letter furnished to the Company pursuant to this Section 4.09. Assuming the conditions set forth in Section 8.01 and Section 8.02 are satisfied at Closing, the aggregate proceeds contemplated to be provided under the Financing Commitment Letter will be sufficient when funded for Buyer and the Surviving Corporation to pay and satisfy in full (w) the obligations pursuant to this Agreement to pay the Aggregate Closing Merger Consideration and all amounts payable at Closing and following the Closing pursuant to Article 2, (x) the Closing Debt Amount to be repaid, redeemed or refinanced at the Closing, (y) all fees and expenses of Buyer, MergerSub and their respective Affiliates, including in connection with the date Contemplated Transactions and (z) all other obligations of Buyer and MergerSub under this Agreement, including Transaction Expenses paid at the Debt Closing. The Financing Commitments are Commitment Letter is not subject to any conditions or other similar contingencies other than as expressly set forth therein, and is in full force and effect. There are no conditions precedent effect and is the legal, valid, binding and enforceable obligation of Xxxxx, Inc. and each of the other parties thereto, as the case may be, except that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting or relating to the funding enforcement of creditors’ rights generally and is subject to general principles of equity, whether considered in a proceeding at law, in equity, in contract, in tort or otherwise. All commitments and other fees required to be paid under the Financing Commitment Letter prior to the date hereof have been paid in full, and Buyer is unaware of any fact or occurrence existing on the date hereof that would reasonably be expected to make any of the assumptions or any of the statements set forth in the Financing Commitment Letter inaccurate or that would reasonably be expected to cause the Financing Commitment Letter to be ineffective. Assuming the conditions set forth in Section 8.01 and Section 8.02 are satisfied at Closing, Buyer has no reason to believe that any of the conditions to the Debt Financing will not be satisfied or the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the will not be available cash of the Company, Parent to Buyer and Merger Sub MergerSub on the Closing Date, will and Buyer is not aware of the existence of any fact or event as of the date hereof that would be sufficient for Parent and Merger Sub expected to consummate cause such conditions to the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition Debt Financing not to be satisfied by it contained in or the full amount of the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due not to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporationavailable.

Debt Financing. Parent has delivered will use all commercially reasonable efforts to the Company true, correct and complete copies of executed commitment letter(s(i) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of maintain the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are Commitment Letter in full force and effect. There are no , and will not amend, terminate or waive any provisions under such Debt Commitment Letter, and (ii) comply, to the extent within Parent’s control, with all of the covenants of Parent in the Debt Commitment Letter and take all actions, to the extent within Parent’s control, necessary or desirable to cause all of the conditions precedent to the funding of the full amount financing contemplated in the Debt Commitment Letter to be satisfied as promptly as practicable following the date hereof and in coordination with the satisfaction of the other closing conditions set forth herein, including obtaining any opinions of legal counsel required by the Lenders thereunder and, to the extent within Parent’s control, assuring that there is no breach or default or event of default under any of its existing financing agreements and (iii) accept any changes in the terms and conditions of the proposed financing contemplated in the “market flex” provision of the Debt FinancingCommitment Letter or fee letter related thereto. Parent agrees to notify the Target following its receipt of notification by any financing source under the Debt Commitment Letter or in connection with any substitute debt or other financing of such source’s indications that it does not intend to provide, other than as set forth questions its requirement to provide or asserts its inability or refusal to provide the financing described in the applicable Debt Financing CommitmentsCommitment Letter. The aggregate proceeds If the funding of the indebtedness contemplated by the Debt Financing CommitmentsCommitment Letter becomes unavailable or Parent reasonably believes that such funding may not occur for any reason other than a breach by Target or Target Stockholders of any of its representations, if obtainedwarranties, together with the available cash of the Companycovenants or agreements contained herein or in any Ancillary 57 Agreement, Parent and Merger Sub will use all commercially reasonable efforts to obtain alternative financing on terms that are no less favorable to Parent (as determined in the Closing Date, will be sufficient for Parent and Merger Sub reasonable judgment of Parent) than to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it those contained in the Debt Financing CommitmentsCommitment Letter or fee letter related thereto including, for the avoidance of doubt, the “market flex”. Parent has fully paid shall keep the Target reasonably informed of any and material adverse developments relating to the proposed debt financing. Without limiting the generality of the foregoing, Parent shall use all commitment fees that have been incurred and are due commercially reasonable efforts to be paid in connection with satisfy the closing conditions to the debt financing contemplated by the Debt Financing CommitmentsCommitment Letter (or, and Parent will pay when due all other commitment fees arising under if applicable, the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporationalternative financing) that are within its control.

Debt Financing. Parent has delivered (a) Section 5.12 of the MCC Disclosure Letter sets forth a complete and accurate copy of the executed amendment to the Company trueMCC Credit Agreement, correct with all related schedules, exhibits and complete copies of executed commitment letter(s) annexes attached thereto (as the same may be amendedcollectively, the “Debt Financing CommitmentsMCC Credit Agreement Amendment”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto Lenders have agreed, subject committed to lend the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein to MCC (or to the Company or a Company Subsidiary) for the purpose of financing the amounts payable by MCC and its Subsidiaries under Article II and Article III hereof, the extension of the maturity date of existing Indebtedness of MCC under the MCC Credit Agreement and the repayment or refinancing of certain outstanding Indebtedness of the Company and the Company Subsidiaries in an aggregate principal amount of not less than $500,000,000, which aggregate principal amount consists of $187,500,000 originally made available under the MCC Credit Agreement plus an additional amount of not less than $312,500,000 (collectively, the “Debt Financing”). As of the date of this Agreement, except Except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained set forth in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this AgreementMCC Credit Agreement Amendment, the Debt Financing Commitments are in full force and effect. There there are no conditions precedent to the funding respective obligations of the full Lenders to fund the Debt Financing. Other than the MCC Credit Agreement Amendment, there are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Debt Financing or that would otherwise affect the availability of the Debt Financing. Each of the MCC Credit Agreement and the MCC Credit Agreement Amendment has been duly executed and delivered by, and is a legal, valid and binding obligation of MCC and its Affiliates that are parties thereto, and to the Knowledge of MCC, all other than parties thereto, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or similar laws in effect which affect the enforcement of creditors’ rights generally or equitable principles or remedies (whether considered at law or equity). The MCC Credit Agreement is in full force and effect and upon satisfaction of the conditions set forth in Sections 2(b)(2), 2(b)(3) and 2(b)(4) of the MCC Credit Agreement Amendment, the MCC Credit Agreement Amendment will be in full force and effect, and neither the MCC Credit Agreement nor the MCC Credit Agreement Amendment has been withdrawn or terminated or otherwise amended or modified in any respect, except as permitted by Section 6.10. All commitment and other fees required to be paid under the MCC Credit Agreement or the MCC Credit Agreement Amendment on or prior to the date hereof have been paid and, as of the date hereof, to the Knowledge of MCC, there is no fact or occurrence existing that would make any of the statements (including any representations or warranties) set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by MCC Credit Agreement or the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this AgreementMCC Credit Agreement Amendment inaccurate. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, MCC nor any contracts or non-binding arrangements or understandings with of its Affiliates nor, to the Knowledge of MCC, any Person concerning other party to the ownership and operation of Parent, Merger Sub MCC Credit Agreement or the Surviving CorporationMCC Credit Agreement Amendment, is in material breach or violation of, or material default under, the MCC Credit Agreement or the MCC Credit Agreement Amendment.

Debt Financing. Parent has delivered to the Company Attached hereto as Exhibit F is a true, correct and complete copies copy of executed a debt commitment letter(s) letter (as the same may be amended, the “Debt Financing CommitmentsCommitment Letter”), dated as set forth in Section 4.5 of the Parent Disclosure Letterdate hereof, between Silicon Valley Bank (the “Lender”) and the Parent, pursuant to which the lender parties thereto have agreedLender has committed, subject to the terms and conditions thereof, to provide or cause to be provided at least $30,000,000 in debt financing to the debt amounts set forth therein Parent in connection with the Transactions (the “Debt Financing”). As The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Commitment Letters and cash currently held by the Parent are sufficient to allow the Parent to (x) consummate the Transactions, including payment of the date Adjusted Merger Consideration and (y) satisfy in cash all other obligations of this Agreement, except as permitted by this Agreement, none Parent required to be satisfied in cash at the Closing. The Debt Commitment Letter constitutes all of the agreements entered into between the Lender (and its Affiliates) and Parent (and the Merger Sub) with respect to the financing arrangements contemplated thereby. The Debt Financing Commitments has Commitment Letter is not subject to any contingency or condition of any kind whatsoever related to the funding of the full amount of the financing contemplated by the Debt Commitment Letter (including any “market flex” provisions or similar provisions affecting the structure, pricing, maturity, amortization or any other terms) other than as set forth in the executed copies thereof attached hereto. The Debt Commitment Letter is in full force and effect, constitute the legal, valid and binding obligations of Parent and, to Parent’s Knowledge, the Lender, except, in each case, as may be limited by the Bankruptcy and Equity Exceptions, and have not been modified or amended or modifiedin any respect, and the respective commitments contained in the Debt Financing Commitments Commitment Letter have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has is in breach of the Debt Commitment Letter, nor does Parent or Merger Sub have knowledge of any reason breach of the Debt Commitment Letter by the Lender. To Parent’s knowledge, (i) neither Parent nor any other party to believe that it the Debt Commitment Letter will be unable to satisfy on a timely basis any term or condition of the conditions that are required to be satisfied by it contained in or such other party as a condition to the obligations under the Debt Financing CommitmentsCommitment Letter prior to the expiration thereof and (ii) no portion of the financing contemplated by the Debt Commitment Letter will not be made available to Parent or Merger Sub at the Closing. Parent has fully paid in full any and all commitment fees that have been incurred and are due and/or other fees required to be paid in connection with on or prior to the date hereof under the terms of the Debt Financing Commitments, Commitment Letter and Parent will pay when due all other commitment fees arising and/or other fees required to be paid under the Debt Financing Commitments as and when they become payable. As terms of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning Debt Commitment Letter upon the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationClosing.

Debt Financing. Parent Purchaser has delivered to the Company true, correct a duly executed copy of (i) the Commitment Letter of Jefferies Finance LLC (the “Debt Financing Source”) dated as of the date of this Agreement (the “Commitment Letter”) and complete copies (ii) the Fee Letter of executed commitment letter(s) the Debt Financing Source dated as of even date with the Commitment Letter (as redacted to remove the same may be amendedfee amounts, alternative transaction fee provisions, pricing caps, the rates and amounts included in the “market flex” and other economic terms that could not adversely affect the conditionality, enforceability or termination of the Debt Financing, the “Redacted Fee Letter”), in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “Debt Financing CommitmentsLetters”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided Purchaser with debt financing in the debt amounts amount set forth therein for the purpose of financing the transactions contemplated by this Agreement and related fees and expenses (being collectively referred to as the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the The Debt Financing Commitments has Letters are in full force and effect and have not been amended or modifiedmodified (provided, that the existence or exercise of “market flex” provisions contained in the Redacted Fee Letter shall not be deemed to constitute a modification or amendment of the Commitment Letter), and the respective commitments contained in the Debt Financing Commitments set forth therein have not been withdrawn or rescindedrescinded in any way. As The Debt Letters are a valid and binding obligation of Purchaser and, to the knowledge of the date of this AgreementPurchaser, the Debt Financing Commitments are other parties thereto, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in full force and effectgranting equitable remedies. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent Purchaser has fully paid any and all commitment fees that have been incurred and are due or other fees required to be paid under the Debt Letters to the extent required to be paid on or prior to the date hereof or in connection with the execution of this Agreement. There are no other agreements, side letters or arrangements related to the Debt Financing Commitmentsthat would reasonably be expected to affect the availability of such financing, and Parent will pay when due all other commitment fees arising than as expressly provided in the Debt Letters. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of the Purchaser under the Debt Financing Commitments as and when they become payableLetters. As of The aggregate proceeds from the date of this AgreementDebt Financing, Parent and Merger Sub have no contractstogether with cash on hand, arrangements or understandings will provide Purchaser with any Person concerning the contributions sufficient funds required to be made to Parent or Merger Sub in connection with consummate the transactions contemplated by this Agreement other than on the Closing Date. The Debt Letters contain all of the conditions precedent to the obligations of the Debt Financing Sources thereunder to make the Debt Financing available to Purchaser on the terms therein. Purchaser does not know of any facts or circumstances that would reasonably be expected to result in the Purchaser not being able to satisfy on the Closing Date any of the conditions to the funding of the Debt Financing required to be satisfied by Purchaser as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationCommitment Letter.

Debt Financing. (a) Parent has delivered shall use its best efforts to (i) arrange the Company true, correct and complete copies of executed commitment letter(s) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to on the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of described in the Debt Financing Commitments has been amended or modifiedCommitment Letter, (ii) enter into definitive agreements with respect thereto on the terms and the respective commitments conditions contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of Commitment Letter, which agreements shall be in effect as promptly as practicable after the date of this Agreementhereof, but in no event later than the Closing, and (iii) consummate the Debt Financing Commitments are in full force and effectno later than 48 hours following the Closing. There are no conditions precedent to In the funding of the full amount event that any portion of the Debt Financing, other than as set forth Financing becomes unavailable in the manner or from the sources contemplated in the Debt Financing Commitments. The aggregate proceeds contemplated by Commitment Letter, (A) Parent shall promptly notify the Debt Financing Commitments, if obtained, together with the available cash of the Company, Company and (B) Parent and Merger Sub shall use their reasonable best efforts to arrange to obtain alternative financing from alternative sources, on terms that are no more adverse to the Company, as promptly as practicable following the occurrence of such event but in no event later than five business days prior to the Closing Date, will be sufficient for including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first or second sentence of this Section 5.18 being referred to as the “Financing Agreements”). Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreementshall, shall cause their affiliates to, and shall use their reasonable best efforts to pay all related fees cause their Representatives to, comply with the terms, and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition the conditions applicable to be satisfied by it contained such parties in the Debt Financing CommitmentsCommitment Letter, any alternative financing commitments, the Financing Agreements and any related fee and engagement letters. Parent has fully paid shall (1) furnish complete, correct and executed copies of the Financing Agreements promptly upon their execution, (2) give the Company prompt notice of any and all commitment fees that have been incurred and are due to be paid in connection with material breach by any party of the Debt Financing CommitmentsCommitment Letter, and Parent will pay when due all other any alternative financing commitment fees arising under or the Debt Financing Commitments as and when they become payable. As Agreements of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to which Parent or Merger Sub in connection with becomes aware or any termination thereof, and (3) otherwise keep the transactions contemplated by this Agreement other than as set forth in Company reasonably informed of the status of its efforts to arrange the Debt Financing Commitments, nor (or any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporationreplacement thereof).

Debt Financing. Parent (a) The Company has delivered to the Company Acquiror a true, complete and correct and complete copies copy of the executed commitment letter(s) letter, dated as of August 16, 2021 (including all exhibits, schedules and annexes thereto, and as amended, restated, supplemented, modified, assigned, waived or replaced from time to time after the same may be amendeddate hereof in compliance with Section 8.5, the “Debt Financing CommitmentsCommitment Letter”), as set forth in Section 4.5 of from Barclays Bank PLC, Xxxxxxx Xxxxx Bank USA, BofA Securities, Inc., Credit Suisse AG, Credit Suisse Loan Funding LLC, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc. and Mizuho Bank, Ltd. (collectively, the Parent Disclosure Letter“Lenders”), pursuant to which the lender parties thereto Lenders have agreedcommitted, subject to the terms and conditions thereofset forth therein, to provide or cause to be provided Syniverse Holdings, Inc. (the “Company Debt Financing Subsidiary”) debt financing in the amounts set forth therein (the “Debt Financing”). As of the date of this Agreementhereof, except as permitted by this Agreement, none of the Debt Financing Commitments Commitment Letter has not been amended or modified, and the respective commitments contained therein have not been terminated, reduced, rescinded or withdrawn, and no such termination, reduction, rescission or withdrawal thereof is contemplated by the Company Debt Financing Subsidiary or, to the Knowledge of the Company, any other party thereto; provided that the existence or exercise of “market flex” provisions contained in the fee letter referenced in the Debt Financing Commitments have Commitment Letter (the “Fee Letter”), a redacted copy of which the Company has delivered to the Acquiror, shall not been withdrawn constitute an amendment, restatement, supplement, modification, assignment, waiver or rescindedreplacement of the Debt Commitment Letter. As of the date hereof, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of this Agreementthe Company Debt Financing Subsidiary and, to the Knowledge of the Company, the other parties thereto, in each case, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally. As of the date hereof, there are no written agreements, side letters, understandings, contracts or arrangements of any kind relating to the Debt Financing (other than the Debt Commitment Letter and the Fee Letter) among the parties thereto. As of the date hereof, the Debt Financing Commitments are in full force and effect. There are is subject to no conditions precedent to the funding of the full amount of the Debt Financingor other contractual contingencies, other than as those expressly set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by Commitment Letter and the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payableFee Letter. As of the date hereof, to the Knowledge of this Agreementthe Company, Parent and Merger Sub have no contractsevent has occurred which, arrangements with or understandings with any Person concerning without notice, lapse of time or both, would reasonably be expected to constitute a default or breach by the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Company Debt Financing Commitments, nor Subsidiary or any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporation.other party thereto under the

Debt Financing. Parent Buyer has delivered to provided the Company true, correct with accurate and complete copies of the executed debt commitment letter(s) letter, dated as of the date hereof (such letter, together with all annexes and exhibits attached thereto and the executed fee letter, dated as of the same date hereof, as amended, modified, waived, supplemented, extended or replaced in accordance with the terms therein (which may be amendedredacted in respect of numeric fee amounts and "market flex" provisions specified therein), the “"Debt Commitment Letter") from the Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, Sources pursuant to which the lender parties thereto Debt Financing Sources have agreed, subject to the terms and conditions thereofset forth therein, to provide or cause to be provided lend the debt amounts set forth therein (for the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount purposes of the Debt Financing. Buyer will have available, other than as set forth and currently has written financing commitments in the Debt Financing Commitments. The aggregate proceeds contemplated by form of the Debt Financing CommitmentsCommitment Letter with respect to, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub funds to consummate the Merger upon Transactions, including the terms contemplated by this Agreement, payment of the Transaction Consideration and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied payable by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent Buyer or Merger Sub in connection with the transactions contemplated Transactions. Notwithstanding the foregoing, Buyer expressly acknowledges and agrees that its obligation to consummate the Transactions is not subject to any condition or contingency with respect to any financing or funding by this Agreement any third party. The Debt Commitment Letter has not been amended or modified as of the date hereof, and, as of the date hereof, other than amendments or modifications solely to add lenders, lead arrangers, bookrunners, syndication agents and similar entities, no such amendment or modification is contemplated. As of the date hereof, the Debt Commitment Letter (a) is in full force and effect and not subject to any conditions other than as set forth expressly therein and (b) constitutes the legal, valid, binding and enforceable obligation of Buyer, and to the knowledge of Buyer, each of the other parties thereto, in each case, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium Laws, other similar Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date hereof, (i) no event has occurred which, with notice or lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Buyer or, to the knowledge of Buyer, the other parties thereto under the Debt Commitment Letter and, to the knowledge of Buyer, the respective commitments contained therein have not been withdrawn or rescinded in any respect and (ii) there are no conditions precedent or other contingencies relating to the funding of the Debt Financing Commitmentscovered thereby contemplated to be funded on the Closing Date, nor except as stated therein. All fees required to be paid under the Debt Commitment Letter prior to the date hereof have been paid in full. As of the date hereof, assuming the satisfaction of the conditions contained in ARTICLE IX and ARTICLE X, Buyer has no reason to believe that any contracts of the conditions to the Debt Financing will not be satisfied or non-binding arrangements or understandings with any Person concerning that the ownership and operation full amount of Parent, Merger Sub or the Surviving CorporationDebt Financing contemplated by the Debt Commitment Letter to be funded on the Closing Date will not be made available to Buyer on the Closing Date.

Debt Financing. (a) Parent has delivered will not, and will not permit any other Person to, terminate, amend, modify or supplement (or consent or agree to the Company truetermination, correct and complete copies amendment, modification or supplementing of) in any respect the terms or conditions of executed commitment letter(s) (as any Debt Financing Documents or the same may be amendedEquity Commitment Letter, without the prior written consent of Loews, except to amend or modify in a manner more favorable to Parent, the “Debt Financing Commitments”), as set forth in Section 4.5 of Equity Investor or their Affiliates the Parent Disclosure Letter, pursuant interest rates relating to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modifiedthe terms of the covenants to be in effect following consummation of the Contemplated Transactions; provided, and that in no event shall any such amendments, modifications or supplements relieve the respective commitments contained in Lenders from their obligations under the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, Documents to provide the Debt Financing Commitments are in full force and effect. There are no conditions precedent or relieve the Equity Investor from its obligations under the Equity Commitment Letter to provide the funding of the full amount of Equity Financing (or limit Parent’s rights under the Debt FinancingFinancing Documents or the Equity Financing Documents to require them to do so), other than as in each case on the terms set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing CommitmentsDocuments and Equity Commitment Letter without giving effect to any such amendment, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term modification or condition to be satisfied by it contained in the Debt Financing Commitmentssupplement. Parent has fully paid or caused to be paid any and all commitment fees that have been incurred and are due or other fees required by such Debt Financing Documents to be paid in connection with as of the date hereof (and will fully pay or cause to be paid when due any such fees after the date hereof). Parent will use commercially reasonable efforts to obtain the Debt Financing Commitmentsor, in the event it is unavailable, substitute debt financing, and, subject to the satisfaction of all of the conditions to Parent’s obligation to close set forth in Article 7 and to the following proviso, Parent will pay when due all other commitment fees arising under draw down the Bridge Loans (as defined in the Commitment Letter) (if adequate funding has not been obtained through the issuance of Senior Subordinated Notes (as defined in the Engagement Letter) and the senior portion of the Debt Financing Commitments (with only such changes as and when they become payable. As the Lenders may require without Parent’s consent (but which may require consultation with Parent) pursuant to the terms of clauses (a), (b), (c), (d) or (e) of the date fourth paragraph under the heading “General” in the Fee Letter or the third from the last sentence of that paragraph ), in each case, if available, as necessary to enable the Debt Financing to be funded on September 28, 2004; provided, however, that notwithstanding any other provision of this Agreement, Parent and Merger Sub have shall in no contracts, arrangements event be obligated (i) to draw down the Bridge Loans (as defined in the Commitment Letter) or understandings close with any Person concerning changes pursuant to clauses (a), (b), (c) (d) or (e) of the contributions fourth paragraph under the heading “General” in the Fee Letter or the third from the last sentence of that paragraph to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in enable the Debt Financing Commitmentsto be funded before September 28, nor 2004, (ii) waive any contracts condition to its obligation to close pursuant to Article 7, (iii) provide any consent to any changes to the Debt Financing (including any consent pursuant to the fourth paragraph under the heading “General” in the Fee Letter) or non-binding arrangements (iv) accept any substitute debt financing on terms (taken in the aggregate) less favorable to Parent than the Debt Financing would have been (assuming no draw of the Bridge Loans or understandings with waiver or consent referred to in clauses (i), (ii) or (iii), above). Parent’s acceptance, at the Closing, of equity contributions from third parties in substitution for a portion of the equity contribution called for by the Equity Commitment Letter shall not constitute a modification of the Equity Commitment Letter prohibited by this Section 6.7(a), provided that (i) the Equity Investor shall not be relieved of any Person concerning of its obligations under the ownership Equity Commitment Letter until the Closing occurs and operation (ii) such substitution does not affect the availability of Parent, Merger Sub or the Surviving CorporationDebt Financing.

Debt Financing. Parent has delivered (a) Prior to the Company true, correct and complete copies of executed commitment letter(s) (as the same may be amendedClosing, the “Debt Financing Commitments”)Company shall, as set forth and shall cause its Affiliates (including, for the avoidance of doubt, its Subsidiaries) to, and shall use its reasonable best efforts to cause its and their respective Representatives (including legal and accounting representatives) to, cooperate in Section 4.5 of the Parent Disclosure Letter, pursuant any manner that is reasonably requested by Buyer in connection with Buyer’s efforts to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the obtain debt amounts set forth therein financing (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are proceeds of which may be applied in full force and effect. There are no conditions precedent whole or in part to finance the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms transactions contemplated by this AgreementAgreement (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including: (i) assisting Buyer with the preparation of materials for (A) customary lender presentations, syndication memoranda, bank information memoranda and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid similar documents required in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under (B) rating agency presentations; (ii) (A) furnishing Buyer and the financing sources for the Debt Financing Commitments (the “Debt Financing Sources”), as promptly as practicable, with (x) the audited consolidated balance sheets and when they become payable. As the related audited consolidated statements of income, changes in members’ equity and cash flows of the date Company for the two most recently completed fiscal years ended at least 75 days before the Closing Date and (y) the unaudited consolidated balance sheet and the related unaudited statements of this Agreementincome, Parent changes in members’ equity and Merger Sub have no contractscash flows of the Company for any subsequent fiscal quarter and the portion of the fiscal year through the end of such quarter (other than in each case the fourth quarter of any fiscal year) ended at least 40 days prior to the Closing Date, arrangements or understandings and for the comparable period of the prior fiscal year, in the case of each of clauses (x) and (y), prepared in accordance with GAAP; (B) furnishing Buyer and the Debt Financing Sources as promptly as practicable with any Person concerning replacements or restatements thereof, and supplements thereto, if any such information would go stale or otherwise be unusable for such purposes; and (C) furnishing Buyer and the contributions to be made to Parent Debt Financing Sources all financial or Merger Sub other information regarding the Company and its Subsidiaries reasonably requested in connection with the transactions contemplated preparation of bank information memoranda, lenders’ presentations and other customary marketing materials relevant to the Debt Financing; (iii) executing and delivering any guarantees, pledge and security documents, hedging arrangements, other definitive financing documents and other certificates or documents and back-up therefor and for legal opinions as may be reasonably requested by this Agreement other than as set forth in Buyer and otherwise reasonably facilitating the pledging of collateral; (iv) cooperating with the Debt Financing CommitmentsSources’ due diligence, to the extent customary and reasonable, including by granting the Debt Financing Sources access to the Company’s cash management and accounting systems and assisting in permitting the Debt Financing Sources to complete customary field examinations, collateral audits, asset appraisals and surveys relating to the receivables and inventory of the Company; (v) if EKS&H LLLP shall have withdrawn its audit opinion with respect to any of the audited financial statements included in clause (ii) above, furnishing Buyer and the Debt Financing Sources as soon as practicable and in any event prior to the Closing Date with a new unqualified audit opinion with respect to such financial statements by EKS&H LLLP or another nationally-recognized independent public accounting firm reasonably acceptable to Buyer; (vi) if (A)(1) any of the financial statements included in clause (ii) above shall have been restated or (2) the Company, the Company’s board of directors or similar governing body or EKS&H LLLP shall have determined that a restatement of any such financial statements is required and (B) the Company or EKS&H LLLP, as applicable, has not subsequently determined and confirmed in writing to Buyer that no restatement shall be required in accordance with GAAP, furnish Buyer and the Debt Financing Sources as soon as practicable and in any event prior to the Closing Date with such restated financial statements; and (vii) furnishing Buyer and its debt financing sources promptly, and in any event no later than three (3) Business Days prior to Closing, with all documentation and information that any lender, provider or arranger of any Debt Financing has reasonably requested at least ten (10) Business Days prior to the Closing Date in connection with such debt financing under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the CDD Rule; provided that neither the Company nor any contracts of its Affiliates shall be required to pay any commitment or non-binding arrangements or understandings other similar fee in connection with the Debt Financing that is not subject to the expense reimbursement provision contained in clause (c) below; provided, further, that the effectiveness of any Person concerning documentation executed by the ownership and operation Company with respect to the Debt Financing shall be subject to the consummation of Parent, Merger Sub the Closing. To the extent the financial statements referred to in clause (ii)(A)(x) of the foregoing sentence include audited financial statements for fiscal year 2018 or the Surviving Corporationfinancial statements referred to in clause (ii)(A)(y) of the foregoing sentence include unaudited financial statements for any fiscal quarter ending in 2019, the Company shall, and shall cause its Affiliates (including, for the avoidance of doubt, its Subsidiaries) to, and shall use its reasonable best efforts to cause its and their respective Representatives (including legal and accounting representatives) to, cooperate with Buyer and its Representatives (including legal and accounting representatives), to cause such financial statements to meet the requirements of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, and the Exchange Act of 1934, as amended.

Debt Financing. Parent has delivered (a) Prior to the Company true, correct and complete copies of executed commitment letter(s) (as the same may be amendedClosing Date, the “Debt Financing Commitments”)Company shall provide, as set forth in Section 4.5 of the Parent Disclosure Letterand cause its Subsidiaries to provide, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereofshall request that its Representatives provide, to provide or cause to be provided Parent and Sub such cooperation as is reasonably requested by Parent in connection with the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none arrangement of the Debt Financing Commitments has been amended (it being understood that the receipt of such financing is not a condition to the obligations of Parent and Sub under this Agreement), including using its reasonable best efforts to (i) participate in a reasonable number of requested meetings (including customary one-on-one meetings that are requested in advance with the parties acting as lead arrangers, underwriters or modifiedagents for, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreementprospective lenders and purchasers of, the Debt Financing Commitments are and the Company’s senior management and Representatives), presentations, roadshows, due diligence sessions, drafting sessions and sessions with rating agencies in full force and effect. There are no conditions precedent to the funding of the full amount of connection with the Debt Financing, (ii) assist with the preparation of customary materials for rating agency presentations, offering documents, public and private bank information memoranda and similar documents reasonably required in connection with the Debt Financing, (iii) furnish, unless then filed with the SEC, (a) the audited annual financial statements of the Company required to be included in the Company’s annual report on Form 10-K for each completed fiscal year of the Company ended at least sixty (60) days prior to the Closing Date and (b) the unaudited interim financial statements required to be included in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2022 and each subsequent fiscal quarter (other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash fourth fiscal quarter of the Company, Parent and Merger Sub any fiscal year) ended on a date that is at least forty (40) days before the Closing Date, will be sufficient in each case as promptly as reasonably practicable in light of the Company’s customary financial reporting practice, (iv) provide Parent with reasonable assistance in connection with Parent’s preparation of customary pro forma financial statements for any Debt Financing, (v) cause its independent accountants to provide reasonable assistance to Parent consistent with customary practice (including to provide and Merger Sub consent to consummate the Merger upon use of their audit reports relating to the terms contemplated by this AgreementCompany’s consolidated financial statements), and any necessary “comfort letters” (which shall include customary “negative assurance” comfort) and to pay all related fees provide customary representation letters to the extent required by such independent accountants in connection with the foregoing, in each case, on customary terms and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid consistent with customary practice in connection with the Debt Financing Commitmentsand (vi) arrange for a customary payoff letter and lien terminations to be delivered at Closing providing for the payoff, discharge and Parent will pay when due termination on the Closing Date of all other commitment fees arising indebtedness contemplated under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made Company Credit Agreement (subject to Parent or Merger Sub providing funds to the Company as of the Closing to pay all such amounts) and to otherwise reasonably cooperate with Parent, upon Parent’s request and reasonable notice, in connection with the transactions contemplated by payoff, redemption, or satisfaction and discharge, of the Company Notes contingent upon the Closing. In no event shall the Company or any of its Subsidiaries or any of its Representatives be required pursuant to this Section 5.09 (including, for the avoidance of doubt, in connection with any Debt Financing or any Debt Offer) to (w) bear any cost or expense, pay any fee, enter into any definitive agreement, instrument or document (other than the execution of a supplemental indenture in connection with a Debt Offer described in Section 5.09(b) or the delivery of a notice of redemption in respect of the Company Notes in accordance with the applicable indenture that remains contingent on Closing) or incur any other liability, (x) take or commit to take any action pursuant to this Section 5.09 that (I) is not contingent upon the Closing, (II) would violate applicable Law, any organizational document or any material Contract of the Company or any of its Subsidiaries, (III) would unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries, (IV) would cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries or (V) would cause any officer, director or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (y) pass resolutions or consents other than as set forth the Company may deem necessary or advisable to authorize any action to be taken by it pursuant to Section 5.09, or (z) provide to any person or prepare any financial statements or information that (I) are not available to the Company and prepared in the ordinary course of its financial reporting practice or (II) the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries. All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 5.09 shall be kept confidential in accordance with the Confidentiality Agreement. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries and their respective Representatives in connection with the Debt Financing Commitmentsor any Debt Offer, nor including the cooperation of the Company and its Subsidiaries and Representatives contemplated by Section 5.09, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any contracts and all losses, damages, claims, costs or non-binding arrangements expenses suffered or understandings incurred by any of them in connection with the arrangement of the Debt Financing or any Person concerning Debt Offer and any information used in connection therewith, except with respect to any historical information provided by the ownership and operation Company or any of Parent, Merger Sub or the Surviving Corporationits Subsidiaries.

Debt Financing. Parent As of the date of this Agreement, Acquiror has delivered received and accepted (x) an executed debt commitment letter, dated as of the date of this Agreement (the “ABL Commitment Letter”), and an executed fee letter, dated as of the date of this Agreement, from Bank of America, N.A., Bank of Montreal and ING Capital LLC, and (y) an executed debt commitment letter, dated as of the date of this Agreement (the “Second Lien Commitment Letter”), and an executed fee letter, dated as of the date of this Agreement, from Solus Alternative Asset Management LP (the lenders referenced in clauses (x) and (y) are collectively referred to the Company true, correct and complete copies of executed commitment letter(s) (herein as the same may be amended, “Lenders” and the letters referenced in clauses (x) and (y) are collectively referred to herein as the “Debt Financing CommitmentsCommitment Letters”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto Lenders have agreedcommitted to provide debt financing in the amounts set forth in the applicable Debt Commitment Letter (the “Debt Financing”), subject to the terms and conditions thereofset forth in the applicable Debt Commitment Letter. A true, correct and complete copy of each of the Debt Commitment Letters in effect as of the date of this Agreement has been provided to provide the Companies and the Holder Representatives. Acquiror has fully paid any and all commitment fees or cause other fees required by the Debt Commitment Letters to be provided paid on or before the debt amounts set forth therein (the “Debt Financing”)date of this Agreement. As of the date of this Agreement, except (i) each Debt Commitment Letter (A) is in full force and effect without amendment or modification, (B) is the valid, binding and enforceable obligation of Acquiror (or its applicable Affiliate) and, to the Knowledge of Acquiror, each other party thereto (except, in any case, as permitted may be limited by this Agreementapplicable bankruptcy, none insolvency, reorganization or similar Laws affecting creditors’ rights generally and by principles of equity) and (C) has not been withdrawn, terminated or rescinded in any respect, (ii) the Debt Commitment Letters constitute all of the Contracts and arrangements entered into between each of the Lenders and their Affiliates, on the one hand, and Acquiror and its Affiliates, on the other hand, involving the availability of the funding in full of the Debt Financing Commitments has been amended or modifiedas contemplated by the Debt Commitment Letters, and the respective commitments contained in other than customary engagement letters with respect to the Debt Financing Commitments that have not been withdrawn made available to Panavision and the Panavision Holder Representative prior to the date hereof, and (iii) no event has occurred that (with or rescinded. As without notice, lapse of time or both) would reasonably be expected to constitute a breach on the part of Acquiror, Panavision Acquisition Sub or SIM Acquisition Sub under any Debt Commitment Letter (assuming the accuracy of the date representations and warranties and undertakings of Panavision, SIM and the SIM Sellers in this Agreement, the Debt Financing Commitments are in full force and effectAgreement for such purposes). There are no conditions precedent or other contingencies related to the funding of the in full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payableCommitment Letters. As of the date of this Agreement, Parent and Merger none of Acquiror, Panavision Acquisition Sub have no contracts, arrangements or understandings with SIM Acquisition Sub has any Person concerning reason to believe that any of the contributions conditions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts would not reasonably be expected to be satisfied or non-binding arrangements or understandings with any Person concerning that the ownership and operation of Parent, Merger Sub or Debt Financing would not reasonably be expected to be available in full on the Surviving CorporationClosing Date when required pursuant to this Agreement.

Debt Financing. Parent The Company has delivered to provided the Company true, correct Seller with a true and complete copies copy of an executed commitment letter(s) letter dated as of the date hereof (as the same may be amended, the “Debt Financing CommitmentsCommitment Letter”)) among Atkore International, as set forth in Section 4.5 Inc., an indirect subsidiary of the Parent Disclosure Letter, Company (the “Borrower”) and the lender party thereto (the “Lender”) pursuant to which the lender parties thereto have Lender has agreed, subject to the terms and conditions thereof, to provide or cause to be provided debt financing in the debt amounts set forth therein (the “Debt Financing”). Proceeds of the Debt Financing will be used, among other things, to fund the Company’s obligations hereunder and to pay related fees and expenses required to be paid by Company in connection with the transactions contemplated by this Agreement, including in connection with the Debt Financing, on the Closing Date. The Debt Commitment Letter has not been amended or modified prior to the date hereof, and, as of the date hereof, no such amendment or modification is contemplated, except to the extent permitted hereunder; provided, that that the existence or exercise of “market flex” provisions contained in the Fee Letter shall not be deemed to constitute a modification or amendment of the Debt Commitment Letter. As of the date hereof, the Debt Commitment Letter is in full force and effect, constitutes the legal, valid and binding obligation of this Agreementthe Borrower and, to the knowledge of the Company, of each other party thereto (except as permitted such enforceability may be limited by this Agreementapplicable bankruptcy, none reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity)) and, as of the Debt Financing Commitments has been amended or modifieddate hereof, and the respective commitments contained in the Debt Financing Commitments therein have not been withdrawn or rescinded. As of the date of this Agreementrescinded in any respect, the Debt Financing Commitments are in full force and effect. There there are no conditions precedent or other contractual contingencies relating to the funding of the full amount of the Debt Financing, proceeds covered thereby other than as expressly set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub Commitment Letter furnished pursuant to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payableSection 3.6. As of the date hereof, there are no side letters or other contracts or arrangements related to the funding of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions financing contemplated pursuant to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement Debt Commitment Letter other than the fee letter referenced in the Debt Commitment Letter (the “Fee Letter”) or as otherwise expressly set forth in the Debt Financing Commitments, nor any contracts Commitment Letter furnished pursuant to this Section 3.6. The Company shall not release or non-binding arrangements or understandings with any Person concerning consent to the ownership and operation termination of Parent, Merger Sub or the Surviving Corporationobligations of the Lender without the prior written consent of the Seller.

Debt Financing. (a) Parent has delivered shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Debt Financing on the terms (including any “market flex” provisions) and subject only to the Company trueconditions set forth in the Debt Commitment Letter as promptly as practicable, correct including to (i) maintain in effect and complete copies of executed commitment letter(s) (as comply with the same may be amended, Debt Commitment Letter and the “definitive agreements relating to the Debt Financing Commitments”)that are under control of Parent or any of its Subsidiaries, (ii) negotiate and enter into definitive agreements relating to the Debt Financing on the terms (including any “market flex” provisions) and subject only to the conditions contained in the Debt Commitment Letter, so that such agreements are in effect as promptly as practicable but in any event no later than the Closing Date, (iii) ensure the accuracy of all representations and warranties of Parent, Acquisition Sub and their respective Subsidiaries set forth in the Debt Commitment Letter and definitive agreements relating to the Debt Financing, (iv) comply with the covenants and agreements of Parent, Acquisition Sub and their respective Subsidiaries set forth in the Debt Commitment Letter and the definitive agreements relating to the Debt Financing that are under control of Parent or any of its Subsidiaries, (v) satisfy or obtain a waiver of, and cause Acquisition Sub and its other Subsidiaries to satisfy or obtain a waiver of, on a timely basis all terms and conditions set forth in the Debt Commitment Letter and the definitive agreements relating to the Debt Financing applicable to Parent, Acquisition Sub and their respective Subsidiaries, (vi) upon satisfaction or waiver of such conditions and the other conditions set forth in Section 4.5 of 7.1 and Section 7.2 (other than those conditions that by their nature cannot be satisfied until the Parent Disclosure LetterClosing) consummate the Debt Financing, pursuant and to which cause the lender parties thereto have agreedlenders and the other Persons providing the Debt Financing to provide the Debt Financing, subject in each case, at or prior to the terms Closing (and conditions thereofin any event prior to the Termination Date), to provide (vii) pay, or cause to be provided paid, any and all commitment fees or other fees required by the debt amounts set forth therein Debt Commitment Letter or fee letters to be paid on or before the Closing and (viii) enforce its rights under the “Debt Commitment Letter and the definitive agreements relating to the Debt Financing”). As Parent will provide to the Company copies of the date of this Agreement, except as permitted by this Agreement, none of all documents relating to the Debt Financing Commitments has been amended or modifiedand keep the Company informed of material developments in respect of the financing process relating thereto on a current basis, and including providing the respective commitments contained Company with prompt written notice (and, in any event, within twenty-four (24) hours) after the occurrence of any of the following: (i) of any termination of (A) the Debt Financing Commitments have not been withdrawn Commitment Letter, or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent (B) any definitive agreement relating to the funding of the full amount all or any portion of the Debt Financing, other than as set forth (ii) any actual or threatened material breach, default, termination or repudiation (or, to the Knowledge of Parent, any event or circumstance that, with or without notice, lapse of time or both, could result in any such breach, default, termination or repudiation) of any provision of the Debt Commitment Letter or any definitive agreement relating to all or any portion of the Debt Financing Commitments. The aggregate proceeds by any party thereto or any event or circumstance that makes a condition precedent to the Debt Financing unable or unlikely to be satisfied, in each case, of which Parent becomes aware or any termination of the Debt Commitment Letter or any definitive agreement relating to all of any portion of the Debt Financing, (iii) if at any time for any reason Parent believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the Debt Commitment Letter or (iv) the receipt by any of Parent or any of its Affiliates or any of their respective Representatives of any written notice or communication from any Person with respect to any material breach, default, termination or repudiation by any party to the Debt Commitment Letter or any definitive agreement relating to all or any portion of the Debt Financing Commitmentsor any provision of the financing contemplated pursuant to the Debt Commitment Letter or any such definitive agreement (including any proposal by any lender to withdraw, if obtainedterminate or reduce the amount of financing contemplated by the Debt Commitment Letter, together with materially delay the available cash timing of financing contemplated by the Debt Commitment Letter or fund under terms that are materially different from those set forth in Debt Commitment Letter). Parent will not, and will not permit any of its Affiliates to, without the prior written consent of the Company, Parent and Merger Sub on the Closing Datetake any action or enter into any transaction that could reasonably be expected to impair, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment delay or prevent consummation of all amounts under Article II or any portion of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationFinancing.

Debt Financing. Each of Parent has delivered and Merger Sub affirms that it is not a condition to the Company trueClosing or to any of its other obligations under this Agreement that Parent or Merger Sub obtain financing under the Debt Commitment Letter. As of the Agreement Date, correct and complete copies of HGV Borrower has received an executed debt commitment letter(s) letter dated March 10, 2021 (as the same may be amended, the “Debt Commitment Letter”) together with the related fee letter executed in connection therewith from the Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure LetterSources, pursuant to which the lender parties thereto Debt Financing Sources have agreedcommitted, subject to the terms and conditions thereofset forth therein, to provide to HGV Borrower the amount of financing set forth in the Debt Commitment Letter, to complete the transactions contemplated by this Agreement. A true and complete copy of the Debt Commitment Letter, including all exhibits, schedules or cause amendments thereto, has been previously provided to the Company. Parent or HGV Borrower has fully paid any and all commitment fees or other fees required by such Debt Commitment Letter to be provided paid on or before the debt amounts set forth therein (the “Debt Financing”)date hereof. As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this AgreementAgreement Date, the Debt Financing Commitments are Commitment Letter is valid and in full force and effect, constitutes the legally valid and binding obligations of HGV Borrower and, to the Knowledge of Parent and HGV Borrower, the other parties thereto, subject to applicable Equitable Principles and no event has occurred which would reasonably be expected to constitute a breach thereunder on the part of HGV Borrower, or to the Knowledge of Parent and HGV Borrower, the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of amounts contemplated by the debt financing arrangements contemplated by the Debt Commitment Letter (including pursuant to any “market flex” provisions in any fee letter thereto) (the “Committed Debt Financing”), other than as set forth in the Debt Financing CommitmentsCommitment Letter. The aggregate proceeds contemplated by Debt Commitment Letter has not been amended or modified prior to the Debt Financing Commitmentsdate hereof, if obtainedand, together with the available cash as of the Companydate hereof, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it commitments contained in the Debt Financing CommitmentsCommitment Letter have not been withdrawn, terminated, rescinded, amended, restated, or modified in any respect (and, no such withdrawal, termination, rescission, amendment, restatement, or modification is contemplated as of the date hereof, except with respect to any “flex terms” contained in that certain fee letter of even date herewith and related to the Debt Commitment Letter and except for the addition as parties to the Debt Commitment Letter of lenders, lead arrangers, bookrunners, agents, managers or similar entities who have not executed the Debt Commitment Letter as of the date hereof). As of the Agreement Date, except for the Debt Commitment Letter and customary engagement and fee letters, there are no other agreements, side letters or arrangements to which Parent has fully paid or HGV Borrower is a party in respect of, that modify the terms of, or that could affect the availability or amount of the Committed Debt Financing. As of the Agreement Date, Parent will, directly or indirectly, continue to pay (or cause HGV Borrower to pay) in full any and all commitment fees that have been incurred and are due or other fees required to be paid in connection with pursuant to the terms relating to the Committed Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payabledue and payable prior to the Closing Date. As of the date of this AgreementAgreement Date, Parent and Merger Sub HGV Borrower have no contracts, arrangements or understandings with reason to believe that any Person concerning of the contributions conditions to the Committed Debt Financing applicable to HGV Borrower would not reasonably be expected to be made to Parent satisfied in full or Merger Sub in connection with that the transactions contemplated by this Agreement other than as set forth in full amount of the Committed Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning would not reasonably be expected to be available to HGV Borrower on the ownership and operation of Parent, Merger Sub or the Surviving CorporationClosing Date.

Debt Financing. Except as otherwise provided herein, Parent has delivered shall use its reasonable best efforts, and will cause its officers, directors, employees and representatives to use their reasonable best efforts, to arrange and consummate the Company true, correct and complete copies of executed commitment letter(s) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to on the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated Commitment Letter by using their reasonable best efforts to (a) negotiate and enter into definitive agreements with respect to the Debt Financing Commitments(in each case on terms and conditions taken as a whole not less favorable than those described in the Debt Commitment Letter on the date hereof); (b) satisfy (or, if obtaineddeemed advisable by Parent, together seek a waiver of) on a timely basis all conditions to funding in the Debt Commitment Letter that are within its control and otherwise comply with and perform all of its obligations thereunder; (c) maintain in effect the available cash Debt Commitment Letter until the Debt Financing is consummated or this Agreement is validly terminated in accordance with its terms; and (d) assuming that all conditions contained in the Debt Commitment Letter have been satisfied, consummate the Debt Financing. Parent shall give the Partnership prompt written notice of any material breach or default by any party to the Debt Commitment Letter, in each case of which it has become aware, and any purported termination or repudiation in writing by any party to the Debt Commitment Letter, in each case of which it has become aware. If any portion of the CompanyDebt Financing becomes unavailable and such portion is necessary to fund the Transaction Consideration, Parent and Merger Sub will provide the Partnership with prompt (but in any event, within three (3) Business Days) notice and use their reasonable best efforts to arrange for and obtain as promptly as practicable following the occurrence of any such event alternative financing (the “Alternative Financing”) in an amount sufficient to fund the Transaction Consideration on terms and conditions that, in the reasonable judgement of Parent and Merger Sub, are not materially less favorable or more onerous (including imposition of new conditions or expansion of existing conditions), in the aggregate, than those set forth in the Debt Commitment Letter as in effect on the Closing Datedate hereof (including flex terms), will be sufficient for it being understood that if Parent and Merger Sub proceed with any Alternative Financing, Parent and Merger Sub will be subject to consummate the Merger upon same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this AgreementDebt Financing. Neither Parent nor Merger Sub has will replace, amend or modify, or waive any reason to believe that it will provision under, the Debt Commitment Letter or terminate, withdraw or rescind the Debt Commitment Letter or any provision thereof, in each case, without the Partnership’s prior written consent if such replacement, amendment, modification or waiver would, or would reasonably be unable to satisfy on a timely basis expected to, when taken together with any term other such amendments, modifications or condition to be satisfied by it contained in waivers: (i) materially delay or prevent the Closing, (ii) make the funding of the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due (or satisfaction of the conditions to be paid in connection with obtaining of the Debt Financing CommitmentsFinancing) less likely to occur, and Parent will pay when due all other commitment fees arising under (iii) adversely impact the Debt Financing Commitments as and when they become payable. As ability of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with to enforce its rights against the transactions contemplated by this Agreement other than as set forth in parties to the Debt Financing Commitments, nor any contracts Commitment Letter or non-binding arrangements or understandings with any Person concerning the ownership and operation ability of Parent, Merger Sub or the Surviving Corporation.

Debt Financing. Parent AerCap has delivered to the Company trueParent and the Seller a copy of the duly executed credit agreement (the “Credit Agreement”) and the related Fee Letters (except that the amounts of fees, correct pricing caps and complete copies other economic terms (none of executed commitment letter(swhich would adversely affect the availability of the Debt Financing or would reduce the amount of the Debt Financing below the amount necessary to satisfy the Purchaser’s obligation to pay (i) the aggregate Cash Consideration and (as ii) any fees and expenses of or payable by the same Purchaser or AerCap in connection with the Completion and the Debt Financing) set forth therein may be amendedredacted), among AerCap and the financial institutions identified therein (the “Debt Financing CommitmentsLenders”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto Lenders have agreed, subject to the terms and conditions thereofset forth in the Credit Agreement, to provide or cause to be provided debt financing in the debt amounts set forth therein (the “Debt Financing”). As of the date Signing Date, the Credit Agreement is in full force and effect and constitutes a valid, binding and enforceable (subject to the Bankruptcy Exceptions) obligation of this AgreementAerCap and, except as permitted by this Agreementto the knowledge of AerCap, none the other parties thereto. As of the Debt Financing Commitments Signing Date, the Credit Agreement has not been amended or modifiedmodified since a copy thereof was delivered to the Parent and the Seller, and the respective commitments contained in the Debt Financing Commitments Credit Agreement have not been withdrawn withdrawn, decreased or rescinded. As of the date of this Agreement, the Debt Financing Commitments are rescinded in full force and effectany respect. There are no conditions precedent to side letters or other agreements, arrangements, contracts or understandings that could adversely affect the funding of the full amount availability of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent AerCap has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, Credit Agreement due and Parent payable on or prior to the date hereof and will pay when in full any such amount due all other commitment fees arising under on or before the Completion Date. Except as expressly set forth in the Credit Agreement or the related Fee Letters, there are no conditions to the obligations of the parties thereunder to make the Debt Financing Commitments as and when they become payableavailable to AerCap on the terms therein or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. As of the date Signing Date (i) no event has occurred that, with or without notice, lapse of this time or both, would constitute a default or breach or a failure to satisfy a condition precedent on the part of AerCap or, to the knowledge of AerCap, any of the other parties to the Credit Agreement under the Credit Agreement and (ii) AerCap has no reason to believe that any of the conditions to the Debt Financing contemplated by the Credit Agreement will not be satisfied or that the Debt Financing will not be made available to AerCap at the Completion; provided that in making such representations, AerCap is relying on the truth and accuracy of the representations and warranties of the Parent and the Seller contained in Part A of Schedule 1 (without giving effect to any materiality or “Material Adverse Effect” qualifications or any knowledge qualifications) and compliance by the Parent and the Seller with their obligations under clause 10.2. Assuming the satisfaction of the conditions set forth in clause 3, the Debt Financing, when funded in accordance with the Credit Agreement, Parent will provide AerCap with cash proceeds (after netting out original issue discount and Merger Sub have no contracts, arrangements similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flex) provided under the relevant fee letters) on the Completion Date sufficient for the satisfaction of the Purchaser’s obligation to (i) pay the aggregate Cash Consideration and (ii) pay any fees and expenses of or understandings with any Person concerning payable by the contributions to be made to Parent Purchaser or Merger Sub AerCap in connection with the transactions contemplated by this Agreement other than as set forth in Completion and the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving CorporationFinancing.

Debt Financing. Parent In connection with the entry into the arrangement agreement, the Purchaser has entered into a commitment letter with Canadian Imperial Bank of Commerce (“CIBC”) and HSBC Bank Canada (“HSBC”). Pursuant to the commitment letter, CIBC and HSBC (collectively, the “Banks”) and the Purchaser are expected to enter into definitive documentation to provide the Purchaser with a $150 million, two-year revolving credit facility, inclusive of a letter of credit sublimit in the amount of $5 million (the “Credit Facility”). The proceeds of the Credit Facility are expected to be used (i) to partially finance the Arrangement, including the repayment (if necessary) of existing indebtedness of CRH and the transaction expenses related to the Arrangement, (ii) to finance permitted acquisitions and (iii) for working capital and general corporate purposes, in the form of revolving loans, letters of credit and overdraft loans on or after the closing date of the Credit Facility until the maturity of the Credit Facility, which is the second anniversary of the closing date. Amounts borrowed under the Credit Facility that are repaid or prepaid may be re-borrowed. The obligations of the Banks to provide the Credit Facility are subject to a number of conditions, including: • the Purchaser directly owning 100% of the voting and economic interests in CRH immediately after giving effect to the transactions contemplated by the Arrangement Agreement; • the CRH Board and the board of directors of the Purchaser having authorized and approved the transactions contemplated by the Arrangement Agreement and CIBC, as administrative agent, having received satisfactory evidence of the same; • all conditions precedent (other than the payment of any portion of the purchase price being funded with proceeds of the Credit Facility) as set out in the Arrangement Agreement in substantially the same form and substance as provided to the Banks in writing as of the date of the commitment letter, having been satisfied or waived by the Purchaser, such that the Arrangement will be consummated on the closing date of the Credit Facility; • the Purchaser having delivered to the Company trueCIBC, correct as administrative agent, true and complete final copies of executed commitment letter(s) the Arrangement Agreement and all amendments thereto, if any, since the Arrangement Agreement was previously delivered to CIBC, and the Arrangement Agreement with such amendments being in form and substance satisfactory to the Banks; • the Banks having received and satisfactorily reviewed pro forma projections with respect to the Purchaser for a two year period following the closing date of the Credit Facility with an annual breakdown of covenants and projections, and the Banks being satisfied, based on financial statements (actual and pro forma), projections and other evidence provided by the Purchaser, or requested by the Banks, that the Purchaser, after incurring the indebtedness contemplated by the Credit Facility, will be solvent, able to satisfy its obligations as they mature and remain adequately capitalized; • there not having occurred or become known any material adverse change or any condition or event that could reasonably be expected to result in a “Material Adverse Effect” with respect to CRH (as described in “The Arrangement Agreement—Representations and Warranties,” beginning on page 75); • the same may be amendedBanks having received a detailed Quality of Earnings report, prepared by KPMG or another nationally recognized accounting firm and acceptable to the Banks, of CRH for the fiscal year ended December 31, 2020, in form and substance acceptable to the Banks; • the Banks having received satisfactory evidence (including supporting schedules and other data) that, after giving pro forma effect to the transactions contemplated by the Arrangement Agreement, the “Debt Financing Commitments”), as set forth in Section 4.5 total leverage ratio of the Parent Disclosure LetterPurchaser will not exceed 3.25:1.00; • no law or regulation being applicable in the judgment of the Banks that restrains, pursuant to which prevents or imposes material adverse conditions upon any component of the lender parties thereto have agreed, subject to transactions contemplated by the terms and conditions Arrangement Agreement or the financing thereof, to provide or cause to be provided including the debt amounts set forth therein (Credit Facility; • the “Debt Financing”)Banks being satisfied with their business, financial, accounting, tax, legal, insurance, ownership, corporate governance and environmental due diligence as well as third party due diligence, including, but not limited to, a quality of earnings report, tax review and insurance review; and • the Banks having received such other legal opinions, corporate documents and other instruments and/or certificates as the Banks may reasonably request. As of the date of this Agreementproxy statement, except as permitted by this Agreementthe commitment letter remains in effect, none and WELL has not notified us of any plans to utilize financing in lieu of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitmentsfinancing described above. The aggregate proceeds documentation governing the debt financing contemplated by the Debt Financing Commitmentscommitment letter has not been finalized and, if obtainedaccordingly, together with the available cash actual terms of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by debt financing may differ from those described in this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporationproxy statement.

Debt Financing. Parent has delivered On or prior to the Company truedate that is three Business Days after the Forbearance Effective Date, correct and complete copies of executed commitment letter(s) (as the same may be amended, the “Debt Financing CommitmentsDeadline”), as set forth in Section 4.5 (A) Holdings shall obtain the proceeds of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the a subordinated debt amounts set forth therein financing (the “Debt Financing”). As ) from PBCO, Inc. (the “Debt Investor”) in an amount not less than $4,000,000, which Debt Financing shall (i) provide that the only obligor in respect of such Debt Financing shall be Holdings, (ii) be unsecured, (iii) be fully and completely subordinated to the prior payment in full of the date of this Agreement, except as permitted by this Agreement, none of Obligations for the Debt Financing Commitments has been amended or modifiedbenefit of, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreementto, the Debt Financing Commitments are Lenders pursuant to a subordination agreement, which shall be in full force form and effect. There are substance acceptable to Agent in its sole discretion, (iv) have a maturity date no conditions precedent earlier than 6 months after Revolver Termination Date, (v) provide for no scheduled payments of principal, prepayments or voluntary payments of principal nor mandatory redemption obligations prior to Revolver Termination Date, (vi) accrue interest at a rate no greater than 8.24% per annum, which interest shall compound annually in arrears on the 1st calendar day of each year, (vii) provide that no payment of interest may be made in cash prior to Revolver Termination Date, (viii) not be cross-defaulted to the funding Loan Documents, (ix) be subject to permanent standstill provisions (other than filing a proof of the full amount of claim in connection with an Insolvency Proceeding), (x) provide that neither the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated nor any interest therein, may be assigned by the Debt Financing Commitments, if obtained, together with Investor to any person or entity without the available cash prior written consent of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this AgreementAgent, and to pay all related fees (xi) otherwise be on terms and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitmentsconditions, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreementpursuant to documentation, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions acceptable to be made to Parent or Merger Sub Agent in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporationits sole discretion.