Common use of Debt Financing Clause in Contracts

Debt Financing. The Parties hereby agree that (a) the Debt Financing Sources shall not have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations of the Debt Financing Sources to Acuren under the Debt Commitment Letter (or any fee letters referred to therein)), (b) the Debt Commitment Letter (or any fee letters referred to therein) shall be governed by and construed in accordance with the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to the Debt Financing, the Debt Commitment Letter (or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and the other parties to the Debt Commitment Letter at their own direction shall be permitted to bring any Action against the Debt Financing Sources for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letters and (f) the Debt Financing Sources are express and intended third-party beneficiaries of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15. Notwithstanding anything to the contrary contained herein, no modification, waiver or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing. The Parties hereby agree that (a) Parent shall use its reasonable best efforts to obtain the Debt Financing Sources shall not have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations proceeds of the Debt Financing Sources on the terms and conditions described 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 Acuren (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 the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letter and Fee Letter (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and 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 in the Debt Commitment Letter, Fee Letter and the Definitive Agreements within Parent’s control (including payment of all fees and expenses) and comply with its obligations thereunder and (iv) enforce its rights under the Debt Commitment Letter (Letter, Fee Letter, and/or Definitive Agreements in the event of any breach or purported breach thereof. Parent shall not, and shall cause its Affiliates not to, take or refrain from taking, directly or indirectly, any fee letters referred action that would reasonably be expected to therein)), (b) result in a failure of any of the conditions contained in the Debt Commitment Letter or in any Definitive Agreement. (b) Parent shall not, without the prior written consent of the Company and EFIH (such consent not to be unreasonably withheld or delayed), permit any amendment or modification to, or any fee letters referred to thereinwaiver of any provision (including any remedy) under, or voluntarily replace (it being understood that any Alternative Debt Financing or any Bond Financing shall not be governed by and construed in accordance with the Laws deemed a voluntary replacement for purposes of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to the Debt Financingsentence), the Debt Commitment Letter or Fee Letter or engagement letter with respect thereto if such amendment, modification, waiver or voluntary replacement (i) adds new (or adversely modifies any fee letters referred existing) conditions to thereinthe consummation of the Debt Financing as compared to those in the Debt Commitment Letter and Fee Letter, each as in effect on the date of this Agreement, in a manner that would or would reasonably be expected to make any portion of the Debt Financing less likely to be timely obtained, (ii) adversely affects the ability of Parent to enforce its rights against other parties to the Debt Commitment Letter, Fee Letter, or the performance of services thereunder Definitive Agreements as so amended, replaced, supplemented or the transactions contemplated thereby shall be brought solely otherwise modified, in the United States District Court for the Southern District of New York or any New York State court sitting in New York Countymaterial respect, and each Party irrevocably consents relative to the jurisdiction ability of Parent to enforce its rights against such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and the other parties to the Debt Commitment Letter at their own direction shall be permitted to bring any Action against and Fee Letter, each as in effect on the date hereof or in the Definitive Agreements, (iii) reduces the aggregate amount of the Debt Financing Sources (other than (w) as a result of the decision not to proceed with the acquisition of the Minority Interest and in accordance with Section 1.1 of the Parent Disclosure Letter, (x) if at such time (or prior thereto) there is an equivalent increase in the Equity Commitments, (y) reductions of any amounts thereof constituting increases thereto after the date hereof), or (iv) could otherwise be expected to prevent, impede or delay the consummation of any of the Transactions; provided, that for failing the avoidance of doubt no consent from the Company or EFIH shall be required: (A) for any amendment, replacement, supplement or modification of the Debt Commitment Letter that is limited to satisfy adding lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement), (B) for implementation or exercise of any obligation “flex” provisions provided in the Fee Letter as in effect as of the date hereof, (C) for any amendment, replacement, supplement or modification to fund the Debt Commitment Letter or Definitive Agreements so long as such action would not be prohibited by the foregoing clauses (i)-(iv) in this Section 6.17(b) or (D) to add or replace facilities with one or more new facilities or with the Bond Financing. (c) In the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor, Parent will (i) use its reasonable best efforts to obtain alternative debt financing (the “Alternative Debt Financing”) as promptly as reasonably practicable after the occurrence of the event that renders the Debt Financing unavailable but no later than the final day of the Marketing Period (in an amount sufficient, when taken together with any then-available Debt Financing pursuant to any then-existing Debt Commitment Letter, to consummate the Transactions and to pay related fees and expenses earned, due and payable as of the First Closing Date) on terms not less favorable in the aggregate to Parent than those contained in the Debt Commitment Letter and the Fee Letter that the Alternative Debt Financing would replace (taking into account any “flex” provisions) from the same or other sources and which do not include any incremental conditionality to the consummation of such Alternative Debt Financing that are more onerous to Parent or the Company (in the aggregate) than the conditions set forth in the Debt Commitment Letter in effect as of the date of this Agreement or otherwise impede; delay or prevent the Transactions and (ii) promptly notify the Company of such unavailability and the reason therefor. (d) For purposes of the Recitals and the foregoing Section 6.17(a) through Section 6.17(c), the term “Debt Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any Alternative Debt Financing arranged in compliance herewith (and any Debt Commitment Letters remaining in effect at the time in question), (ii) the term “Fee Letter” shall be deemed to include any fee letter (or similar agreement) with respect to any Alternative Debt Financing arranged in compliance with this Section 6.17(d), and (iii) the term “Financing Sources” shall be deemed to include any financing sources providing the Alternative Debt Financing or Bond Financing arranged in compliance herewith. Parent shall keep the Company reasonably informed on a reasonably current basis of the status of its efforts to consummate the Debt Financing. Parent shall provide the Company with prompt oral and written notice of any material breach, threatened breach or default by any party to any Debt Commitment Letters or the Definitive Agreements of which Parent gains knowledge and the receipt of any notice or other communication from any Lender, guarantor, or other financing source with respect to any breach, threatened breach or default or, termination or repudiation by any party to any Debt Commitment Letters or the Definitive Agreements or any provision thereof. For the avoidance of doubt, Parent shall, directly or indirectly, make all proceeds of the Debt Commitment Letters and (f) the Debt Financing Sources are express and intended third-party beneficiaries of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15. Notwithstanding anything received by Parent available to the contrary contained herein, no modification, waiver or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision of this Agreement OV2 as necessary for OV2 to the extent a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or perform its affiliates, as applicable). This Section 8.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contraryobligations hereunder.

Debt Financing. The Parties hereby agree that (a) Parent shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary to obtain the Debt Financing Sources shall 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 “Definitive Agreements”), 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 consummation of the Debt Financing concurrently with or prior to Closing, (iv) assuming that all conditions contained in the applicable Debt Commitment Letter have any liability been satisfied, consummating the Debt Financing concurrently with or prior to the Closing, and (whether in contract or in tortv) enforcing its rights under the Debt Commitment Letters, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out ofeach case, in connection with or related a timely and diligent manner; provided that, notwithstanding anything in any manner to this Agreement or based onto the contrary, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that 1) nothing in this Section 8.15 shall 5.22(a) will limit the liability ability of Parent or obligations its Subsidiaries to pursue the Debt Financing 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 Commitment Letters as in effect on the date hereof (including any flex provisions), or agree to any term (including any flex term) less favorable to Parent than such term contained in such Debt Commitment Letters as in effect on the date hereof. (b) In the event (x) any portion of the Debt Financing Sources contemplated by the Debt Commitment Letters that is required to Acuren fund the Financing Amounts becomes unavailable (including pursuant to the “flex” terms within the Debt Commitment Letters) regardless of the reason therefor, Parent shall promptly notify the Company in writing of such unavailability and shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use their reasonable best efforts, to obtain as promptly as practicable following the occurrence of such event, alternative debt or other financing for any such unavailable portion from alternative sources or (y) Parent decides, in its sole discretion, to replace all or any portion of the Debt Financing with alternative debt or other financing (in each case, an “Alternative Financing”), such Alternative Financing shall: (A) be in an amount that, when taken together with the aggregate amount of net proceeds available from the Debt Financing, if any, that remains available and cash and cash equivalents immediately available to Parent at the Closing, is sufficient to pay the Financing Amounts; (B) not be subject to any conditions precedent to funding that are additional to, expand on or are more onerous on the Parent and its Affiliates than, the conditions set forth in the Debt Commitment Letters except any customary conditions for a bridge facility or a bond financing that (taken as a whole) are not materially less favorable to Parent (in the reasonable judgment of Parent) than the conditions (taken as a whole) contained in the Debt Commitment Letters and (C) not have any of the effects described in clauses (2) through (4) of Section 5.22(c). Parent or Merger Sub shall provide the Company, upon reasonable request, with information and documentation regarding the Debt Financing as shall be reasonably necessary or advisable to allow the Company to monitor the progress of the Debt Financing activities. Without limiting the generality of the foregoing, Parent shall notify the Company as soon as reasonably practicable (x) if the Parent becomes aware that there exists any actual or threatened (in writing) material breach, default, repudiation, cancellation or termination of a Debt Commitment Letter or any Definitive Agreement by any Financing Party thereto of which the Parent has become aware or if Parent has received written communication from any Financing Party with respect to any actual material breach, default, repudiation, cancellation or termination of any provision in a Debt Commitment Letter or any Definitive Agreement thereof by any Financing Party thereto or (y) if Parent determines in good faith that it will not be able to obtain any or all of the Debt Financing on the conditions described in the Debt Commitment Letters prior to Closing. Parent shall deliver to the Company true and complete copies of all definitive agreements in connection with an Alternative Financing (provided that such copies may be subject to customary redactions with respect to fee amounts and pricing and other economic terms, including “market flex” provisions, none of which would reasonably be expected to affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing or the Debt Commitment Letters). The provisions of this Section 5.22 shall apply to any Alternative Financing mutatis mutandis. The foregoing notwithstanding, compliance by Parent with this Section 5.22 shall not relieve Parent of its obligations to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available. (c) Parent and its Subsidiaries shall have the right from time to time to amend, replace, restate, supplement, terminate, or otherwise modify, or waive any right or provision under, any Debt Commitment Letter or Definitive Agreement, including to reduce available funding under or to terminate any such Debt Commitment Letter or Definitive Agreement in order to obtain alternative sources of financing in lieu of all or a portion of the Debt Financing, including by way of one or more offerings of debt or other securities; provided that, none of Parent nor any of its Subsidiaries shall (without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed) consent or agree to any amendment, replacement, supplement, termination or modification to, or any waiver of any provision under, the Debt Commitment Letters or the Definitive Agreements (it being understood that the exercise of any “market flex” provisions set forth in the Initial Debt Commitment Letter (or any fee letters referred similar “market flex” provisions set forth in other Debt Commitment Letters; provided that such provisions (taken as a whole) are not materially less favorable to therein)Parent than the “market flex” provisions set forth in the Initial Debt Commitment Letter) shall not be deemed an amendment, replacement, supplement, termination, modification or waiver for this purposes) if such amendment, replacement, supplement, termination, modification or waiver (1) decreases (or has the effect of decreasing) the aggregate amount of the Debt Financing (including, for greater certainty, any Alternative Financing) to an amount that, when taken together with cash or cash equivalents immediately available to Parent and the Company on the Closing Date, would be less than the amount that would be required to pay the Financing Amounts, (2) would reasonably be expected to prevent, materially delay or materially impede the consummation of the Merger or prevent or materially impede the repayment or refinancing of a material portion of any indebtedness of the Company that constitutes “Refinanced Indebtedness” (as defined in the Initial Debt Commitment Letter), (b) the Debt Commitment Letter (or any fee letters referred to therein) shall be governed in each case, as contemplated by and construed in accordance with the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereofthis Agreement, (c3) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant materially adversely impacts the ability of Parent to the Debt Financing, the Debt Commitment Letter (or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of enforce its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and rights against the other parties to the Debt Commitment Letter at their own direction shall Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, (4) imposes material obligations on the Company or any of its Subsidiaries that would be permitted effective prior to bring Closing, or (5) adds new (or adversely modifies in any Action against material respect any existing) conditions precedent to the consummation of all or any portion of the Debt Financing Sources (except any customary conditions for failing a bridge facility or a bond financing that (taken as a whole) are not (in the reasonable judgment of Parent) materially less favorable to satisfy any obligation to fund Parent than the conditions (taken as a whole) contained in the Debt Financing pursuant Commitment Letters); provided, that, notwithstanding the foregoing or anything else in the Agreement to the terms contrary, Parent and its Subsidiaries may amend, replace, supplement and/or modify any of the Debt Commitment Letters or Definitive Agreements to add or appoint, as applicable, lenders, arrangers, bookrunners, underwriters, agents, syndication agents or similar entities as parties thereto who had not executed the Debt Commitment Letters as of the date of this Agreement, provide for the assignment and reallocation of a portion of the financing commitments contained therein and to grant customary approval rights to such additional entities in connection with their addition or appointment or increase the amount of commitments under the Debt Commitment Letters or any or Definitive Agreements. Upon executing any amendment, supplement or modification of the Debt Commitment Letters, Parent shall, as soon as reasonably practicable (fand in any event, within two (2) Business Days), provide a copy thereof to the Company (provided that such copy may be subject to customary redactions with respect to fee amounts, pricing and other economic terms, including “market flex” provisions, none of which redacted provisions would reasonably be expected to affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing Sources are express and intended third-party beneficiaries of Section 5.10contemplated by such Debt Commitment Letters) and, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15. Notwithstanding anything to the contrary contained herein, no modification, waiver or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision of this Agreement to the extent a modificationsuch amendment, waiver supplement or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.modification has

Debt Financing. The Parties hereby agree that Parent has delivered to the Company a true and correct copy of an executed debt commitment letter to Parent (athe “Commitment Letter”) pursuant to which the lender named therein (the “Lender”) has committed, subject only to the terms and conditions set forth therein, to lend Parent (and certain of Parent’s Subsidiaries) the Debt Financing Sources shall not have any liability amounts set forth therein (whether in contract or in tort, in law or in equity, or granted by statutethe “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 claims, causes of action, obligations or losses arising under, out of, in connection with or fee letter related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations of the Debt Financing Sources to Acuren under the Debt Commitment Letter (or any fee letters referred to therein)), (b) the Debt Commitment Letter (or any fee letters referred to therein) shall be governed by and construed in accordance with the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to the Debt Financing, the Debt Commitment Letter (or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or being understood that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and the other parties fee letter provided to the Debt Commitment Letter at their own direction Company shall be permitted to bring any Action against the Debt Financing Sources for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letters and (f) the Debt Financing Sources are express and intended third-party beneficiaries of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15. Notwithstanding anything to the contrary contained herein, no modification, waiver or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision of this Agreement to the extent redacted in a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, customary manner solely with respect to the matters referenced hereinfees, supersede 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 provision such fee letter, a “Fee Letter”). As of the date hereof, the Commitment Letter and the Fee Letters (i) are in full force and effect and (ii) have not been withdrawn or terminated 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 Parent and, to the knowledge of Parent, the 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 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 the 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 Financing, other than as expressly set forth in the Commitment Letter. Parent has (or has caused to be) fully paid any and all commitment fees or other fees required by the Commitment Letter or Fee Letters to be paid by it on or prior to the date 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 its Subsidiaries and the Company and the Subsidiaries, will be sufficient to consummate the transactions contemplated by this Agreement. Parent confirms that it is not a condition to Closing or any of its other obligations under this Agreement to that Parent obtain financing for or in connection with the contrarytransactions contemplated by this Agreement.

Debt Financing. The Parties hereby agree that (a) Parent will use reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable to cause the Debt Financing Sources to be consummated (including by taking enforcement action to cause the Lenders to provide the Debt Financing). Without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall cause TIFSA and the Borrower not have to, consent or agree to any liability (whether in contract material amendment or in tort, in law or in equitymodification to, or granted by statute) for any claims, causes waiver of action, obligations or losses arising any material provision under, out or any replacement of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations of the Debt Financing Sources to Acuren under the Debt Commitment Letter (Letters or any fee letters referred to therein)), (b) the Debt Commitment Letter (or any fee letters referred to therein) shall be governed by and construed in accordance with the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant definitive agreements relating to the Debt Financing, or enter into any material agreement or arrangement with respect to the Debt Financing (including in respect of any alternative financing) other than definitive agreements relating to the Debt Financing as contemplated by (and substantially upon the express terms set forth in) the Debt Commitment Letters, as in effect on the date hereof; provided that, in any event, Parent shall be permitted to, and shall be permitted to cause TIFSA or the Borrower to, consent or agree to any amendment or modification, or any waiver of any provision, under any Debt Commitment Letter if such amendment, modification or waiver solely adds (i) lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date hereof as parties thereto, or (ii) the Borrower (and correspondingly removes TIFSA) as a party thereto, and/or in each case to make conforming modifications to any Debt Commitment Letter in respect of such changes. Any such amendment, modification or any fee letters referred to thereinwaiver in violation or breach of, or in conflict with, the terms and conditions set forth in Section 6.16(c) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely deemed to be material for purposes of this Section 6.16(a) and the Company’s withholding, conditioning or delaying of consent with respect thereto shall be deemed to be reasonable. At the Company’s reasonable request from time to time, Parent shall inform the Company in reasonable detail of the United States District Court status of its efforts to arrange the Debt Financing; provided that in no event will Parent be under any obligation to disclose any information that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that Parent shall use its reasonable best efforts, including entering into a common defense or common interest, or other similar agreement, to allow for the Southern District of New York or any New York State court sitting in New York County, and each Party irrevocably consents such disclosure to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) maximum extent that does not result in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue a loss of any such Action attorney-client, attorney work product or other legal privilege). (b) Subject to the terms and conditions set forth in any Section 6.16(c), the Company shall use its reasonable best efforts to provide to Parent and its Subsidiaries such court or cooperation and assistance as may be reasonably requested by Parent and its Subsidiaries that any such Action brought is customary in any such court has been brought connection with the arranging, obtaining and syndication of the Debt Financing, including using reasonable best efforts to (i) make its senior management and advisors available to participate in an inconvenient foruma reasonable number of informational meetings, presentations, and agreed that it will notroadshows with proposed lenders, underwriters, initial purchasers or placement agents, and will in sessions with rating agencies, in each case, in connection with the Debt Financing, (ii) assist Parent and the Borrower in their preparation of rating agency presentations, lender presentations, offering memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing and (iii) participate in drafting sessions with Parent and the Borrower with respect to the Debt Financing. Notwithstanding the foregoing, Parent and Merger Sub hereby agree that neither the Company nor any Company Subsidiary shall be required to (i) deliver any financial or other information with respect to the Company or any Company Subsidiary in connection with the Debt Financing or (ii) cause the independent auditors of the Company to cooperate with Parent or the Borrower in connection with the Debt Financing. (c) Parent hereby agrees that the definitive agreements relating to the Debt Financing shall not support (i) require the Company or any of its Affiliates Subsidiaries to guarantee, grant liens on their respective properties or assets or otherwise provide, directly or indirectly, credit or collateral support for the Debt Financing, whether prior to or after the Effective Time, or (ii) contain any representations, warranties, covenants or events of default, or any other terms or conditions, in bringeach case that would apply to the Company, any Action in of its Subsidiaries or any other courtof their respective properties or assets, whether prior to or after the Effective Time (eit being understood, for the avoidance of doubt, that (x) only Acuren (including its successors and assigns) the consummation of the Merger and the other parties Transactions shall be a condition to the closing of the Debt Financing and (y) certain representations, warranties, covenants or events of default, or other terms or conditions may restrict or otherwise affect the Borrower’s and its Subsidiaries’ dealings with the Company and its Subsidiaries). Parent shall use reasonable best efforts to cause its financing sources (including the Lead Arranger under the Debt Commitment Letters) to confirm in writing (which confirmation may be contained in the definitive agreements relating to the Debt Commitment Letter at their own direction shall be permitted to bring any Action against Financing) that the Debt Financing Sources for failing is being provided to satisfy any obligation Borrower on the basis of its properties, assets and credit only. (d) Parent and the Company agree to fund cooperate and use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable and proper in connection with the Debt Financing pursuant arrangement, marketing and consummation of the upsizing and amendment of the current revolving credit facility of Parent and TIFSA (or the replacement thereof) in connection with the Transactions (the “Revolver Financing”), including (i) participating in the marketing and syndication efforts related to the terms Revolver Financing, (ii) participating in the preparation of the Debt Commitment Letters rating agency presentations and (f) the Debt Financing Sources are express meetings with rating agencies, roadshows, due diligence sessions, drafting sessions and intended third-party beneficiaries of Section 5.10meetings with prospective lenders, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15. Notwithstanding anything to the contrary contained herein, no modification, waiver or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shallin each case, with respect to the matters referenced hereinRevolver Financing, supersede any provision of this Agreement (iii) delivering to the contraryfinancing sources as promptly as reasonably practicable such financial and other information customary or reasonably necessary for the completion of the Revolver Financing and (iv) providing authorization letters to the financing sources authorizing the distribution of information to prospective lenders containing a representation to the financing sources that the information provided for inclusion in the public side versions of such documents, if any, does not include material non-public information about Parent or the Company, as applicable, or their respective securities.

Debt Financing. The Parties hereby agree that (a) Parent shall use its reasonable best efforts to take (and shall cause Merger Sub to take), or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and complete the Parent Debt Financing on or before the Closing on the terms and conditions described in the Debt Commitment Letter (as amended, supplemented, modified, replaced, terminated, reduced or waived in accordance with Section 5.21(b)), including using reasonable best efforts to: (i) cause Merger Sub to comply with its obligations under and maintain in effect the Debt Commitment Letter, and, once entered into, the Parent Debt Financing Agreements with respect thereto; (ii) negotiate Parent Debt Financing Agreements with respect to the Parent Debt Financing on terms and conditions consistent in all material respects with those contained in the Debt Commitment Letter (including, as necessary, the flex or similar provisions contained in any related fee letter), or on other terms no less favorable (taken as a whole) to Parent; (iii) cause Merger Sub to satisfy on a timely basis all conditions applicable to Merger Sub in the Debt Commitment Letter and any Parent Debt Financing Agreements with respect thereto; and (iv) in the event of a failure to fund by the Parent Debt Financing Sources shall not have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection accordance with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations of the Debt Financing Sources Commitment Letter that prevents, impedes or materially delays the Closing, cause Merger Sub to Acuren enforce its rights under the Debt Commitment Letter and any Parent Debt Financing Agreements with respect thereto (or any fee letters referred to thereinincluding through litigation pursued in good faith)), . (b) Parent shall not agree to or permit any amendment, supplement or other modification or replacement of, or any termination or reduction of, or grant any waiver of, any condition, remedy or other provision under the Debt Commitment Letter (or any fee letters referred to therein) shall be governed by and construed in accordance with without the Laws prior written consent of the State of New YorkCompany (such consent not to be unreasonably withheld, regardless conditioned or delayed) if such amendment, supplement, modification, replacement, termination, reduction or waiver would or would reasonably be expected to (i) materially delay or prevent the Closing, (ii) reduce the aggregate amount of the Laws that might otherwise govern under applicable principles of conflicts of law thereofParent Debt Financing to an amount which is insufficient for Parent to fund the Parent Required Amount upon the terms contemplated by this Agreement on the Closing Date, (ciii) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCINGimpose new or additional conditions or otherwise expand, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) amend or modify any Action that may arise pursuant of the conditions to the receipt of the Parent Debt Financing, the Debt Commitment Letter (or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting each case, in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) a manner that could adversely impact in any such Action and irrevocably waives, material respect the ability of Merger Sub to obtain the fullest extent permitted by Law, any objection that it may now Parent Debt Financing or hereafter have to the laying of the venue of any such Action (iv) adversely impact in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any material respect the ability of Merger Sub to enforce its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and rights against the other parties to the Debt Commitment Letter at their own direction shall be permitted to bring any Action against Letter; it being understood that notwithstanding the foregoing Merger Sub may amend the Debt Financing Sources for failing Commitment Letter to satisfy any obligation to fund add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing pursuant to Commitment Letter as of the terms date of this Agreement. Upon any amendment, supplement, modification, replacement, termination, reduction or waiver of the Debt Commitment Letters Letter in accordance with this Section 5.21(b), Parent shall deliver a copy thereof to the Company (such commitment letter, a “Replacement Commitment Letter”) and (fi) the references herein to “Debt Financing Sources are express and intended third-party beneficiaries of Commitment Letter” shall include such documents as amended, supplemented, modified, replaced, terminated, reduced or waived in compliance with this Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c5.21(b) and this Section 8.15. Notwithstanding anything (ii) references to the contrary contained herein, no modification, waiver or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.the

Debt Financing. The Parties hereby agree that (a) Parent has delivered to the Debt Financing Sources shall not have any liability (whether in contract or in tortCompany a true, correct and complete copy of the fully executed commitment letter, dated the date hereof, executed and delivered by Parent, ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ Fargo Securities, LLC, Bank of America, N.A., and BofA Securities, Inc., together with all annexes, exhibits, schedules and attachments thereto, in law 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”) (with, in equitythe case of the Fee Letters, certain economic pricing terms redacted (none of which redacted provisions will adversely affect the availability of, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based impose conditions on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations availability of the Debt Financing Sources to Acuren under at the Closing) (collectively, the “Debt Commitment Letter (or any fee letters referred Letter”)) to provide to Parent, subject to the terms and conditions therein)), (b) the Debt Commitment Letter (or any fee letters referred to therein) shall be governed by and construed in accordance with the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to 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 any fee letters referred to therein) or adjustments within the performance limits of services thereunder or the transactions contemplated thereby shall be brought solely “market flex” provisions set forth in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and Fee Letter). As of the appropriate appellate courts therefrom) date of this Agreement, the Debt Commitment Letter, in any such Action the form so delivered, is in full force and irrevocably waiveseffect and is a legal, valid and binding obligation of Parent, and, to the fullest extent permitted by LawKnowledge of Parent, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and the other parties to 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 at their own direction shall be permitted that are payable on or prior to bring any Action against the date of this Agreement. The net cash proceeds of the Debt Financing Sources for failing 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 obligation of its Subsidiaries to the extent required to be repaid in connection with the consummation of the Mergers and the other transactions contemplated hereby (the aggregate amount described in this sentence is referred to as the “Required Amount”). As of the date of this Agreement, Parent has no reason to believe that any of the conditions precedent to closing of the Debt Financing will not be satisfied, or that the Debt Financing will not be made available to Parent, in each case, at or prior 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 pursuant at or prior to the terms Closing upon satisfaction of all conditions thereto set forth in, the Debt Commitment Letter. Except as set forth in the Debt Commitment Letter, there are no (a) conditions precedent to the respective obligations of the lenders specified in the Debt Commitment Letter to fund the full amount of the Debt Commitment Letters and Financing at or prior to the Closing; or (fb) contractual contingencies under any agreements, side letters or arrangements relating to the Debt Financing Sources are express 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 Commitment Letter to reduce the total amount of the Debt Financing, or that would materially and intended third-party beneficiaries adversely affect the availability to Parent of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15. Notwithstanding anything the Debt Financing at or prior to the contrary contained herein, no modification, waiver or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contraryClosing.

Debt Financing. The Parties hereby agree that (a) the Debt Financing Sources Each of Purchaser and Merger Sub shall, and shall not have any liability (whether in contract or in tortuse reasonable best efforts to cause their representatives and controlled Affiliates to, in law or in equityuse reasonable best efforts to take, or granted by statute) for any claimscause to be taken, causes of actionall actions, obligations and to do, or losses arising undercause to be done, out ofall things reasonably necessary, in connection with proper or related in any manner advisable to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit obtain the liability or obligations proceeds of the Debt Financing Sources on the terms and conditions described in the Debt Commitment Letter (including the “flex” provisions of the Fee Letters) as promptly as practicable after the date hereof, including, but not limited to, using reasonable best efforts with respect to: (i) maintaining in effect the Debt Commitment Letter in accordance with its terms; (ii) negotiating and entering into definitive agreements with respect to Acuren the Debt Financing consistent with the terms and conditions contemplated by the Debt Commitment Letter (including, if required, the “flex” provisions contained in the Fee Letters) or on other terms that (1) are acceptable to Purchaser and Merger Sub in their sole discretion, (2) would not adversely impact the right or ability of the Purchaser and Merger Sub to enforce the Debt Commitment Letter and (3) would not reasonably be expected to (A) make the timely funding of the Debt Financing, or the timely satisfaction of the conditions to obtaining the Debt Financing, less likely to occur in any respect or (B) otherwise delay or adversely affect the ability of Purchaser and Merger Sub to consummate the transaction contemplated hereby as promptly as practicable following the date hereof but, in any event, no later than the Closing Date; (iii) satisfying on a timely basis (but, in any event, no later than the Closing Date) all conditions within its control in the Debt Commitment Letter and the definitive agreements relating to the Debt Financing, including the payment of any commitment, engagement, or placement fees required as a condition to the Debt Financing; (iv) complying with its obligations under the Debt Commitment Letter; (v) in the event that all conditions contained in the Debt Commitment Letter (other than those conditions that by their nature are to be satisfied or waived at the Closing) have been satisfied or waived, enforcing its rights under the Debt Commitment Letter (including by promptly commencing a litigation proceeding or other Proceeding against any fee letters referred breaching lender or other financial institution to thereincompel such breaching party to provide its portion of the Debt Financing or otherwise comply with its obligations under the Debt Commitment Letter or the relevant definitive agreement); and (vi) consummating the Debt Financing at or prior to the date that the Closing is required to be effected in accordance with Section 2.5 (Purchaser and Merger Sub acknowledge and agree that it is not a condition to Closing under this Agreement, nor the consummation of the Merger, for Purchaser and Merger Sub to obtain the Debt Financing), . (b) Without limiting the foregoing, in the event that all conditions contained in the Debt Commitment Letter (other than those conditions that by their nature are to be satisfied or any fee letters referred waived at the Closing) have been satisfied or waived, Purchaser shall use its reasonable best efforts (i) to thereincause the Debt Financing Sources to fund the Debt Financing required to consummate the transactions contemplated by this Agreement and (ii) to pay related fees and expenses on the Closing Date. Purchaser shall be governed by and construed in accordance with not, without the Laws prior written consent of the State of New YorkCompany: (A) permit any amendment, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereofrestatement, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCINGamendment and restatement, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESalteration, AND THEREFOREreplacement, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVESsupplement, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWmodification, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCINGwaiver, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to the Debt Financingconsent or remedy under, the Debt Commitment Letter or any related Fee Letters if such amendment, restatement, amendment and restatement, alteration, replacement, supplement, modification, waiver, consent or remedy (w) adds new (or expands or otherwise modifies in any fee letters referred manner adverse to therein) the interests of the Company or the performance Seller Group any existing) conditions to the consummation of services thereunder the Debt Financing, or otherwise amends or modifies in any manner adverse to the interests of the Company or the transactions contemplated thereby shall be brought solely Seller Group, in each case, as compared to those in the United States District Court for the Southern District of New York Debt Commitment Letter or any New York State court sitting in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and Fee Letters as of the appropriate appellate courts therefromdate hereof, (x) in any such Action and irrevocably waives, to reduces the fullest extent permitted by Law, any objection that it may now amount or hereafter have to the laying value of the venue Debt Financing available to Purchaser or Merger Sub on the Closing Date to an amount such that Purchaser and Merger Sub will have funds that are less than the Applicable Amount (including by changing the amount of any fees to be paid or original issue discount of the Debt Financing as compared to such Action fees and original issue discount contemplated by the Debt Commitment Letter and Fee Letters in any effect on the date hereof unless the Debt Financing is increased by such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other courtamount), (ey) only Acuren (including adversely affects the ability of Purchaser to enforce its successors and assigns) and the rights against other parties to the Debt Commitment Letter at their own direction shall be permitted or the definitive agreements relating to bring any Action against the Debt Financing Sources as so amended, replaced, supplemented or otherwise modified, relative to the ability of Purchaser to enforce its rights against such other parties to the Debt Commitment Letter as in effect on the date hereof or in the relevant definitive agreements or (z) could reasonably be expected to prevent, impair, impede or delay the consummation of the Merger and the Other Transactions contemplated by this Agreement; or (B) terminate the Debt Commitment Letter. Purchaser shall promptly deliver to the Company true, correct and complete copies of any such amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter or any Fee Letters (redacted only as to the amount of fees, pricing “flex” and other economic terms therein (none of which (x) subject the funding of the Debt Financing to any additional conditions precedent or other contingencies, (y) could reduce the total amount of the Debt Financing available to Purchaser or Merger Sub on the Closing Date (other than customary OID flex) to an amount such that Purchaser and Merger Sub will have funds that are less than the Applicable Amount or (z) could otherwise affect the availability of the Debt Financing on the Closing Date)). (c) In the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor, Purchaser shall (i) use its reasonable best efforts to obtain as promptly as possible alternative debt financing on terms and conditions not less favorable in any material respect when taken as a whole to Purchaser than the terms and conditions described in the Debt Commitment Letter (after giving effect to the “flex” provisions of the Fee Letters) (in an amount such that, when taken together with cash on hand at the Closing Date, Purchaser and Merger Sub will have funds that are not less than the Applicable Amount) from the same or other sources that does not include any new (or adversely modify or expand any existing) conditions to the consummation of such alternative debt financing as compared to those in the Debt Commitment Letter or any Fee Letter as of the date hereof (including the flex conditions and provisions) and (ii) promptly notify the Company of such unavailability and the reason therefor; provided that in no event shall Purchaser and Merger Sub be obligated to accept or pursue any such alternative financing if it is materially less favorable, taken as a whole, to Purchaser than the Debt Financing contemplated by the Debt Commitment Letter and the Fee Letters. If any alternative financing is required in accordance with the immediately preceding sentence, Purchaser shall provide the Company with true, correct and complete copies of, any new financing commitment that provides for failing such alternative financing and any related fee letters, and Purchaser shall comply with the covenants in this Section 5.19(c) with respect to satisfy such new financing commitment (as if such financing commitment were the Debt Commitment Letter). For the purposes of this Agreement, the term “Debt Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any alternative financing contemplated hereby (and any Debt Commitment Letter remaining in effect at the time in question). (d) Purchaser shall provide the Company with prompt oral and written notice of (i) any breach or default by any party to the Debt Commitment Letter or the definitive agreements relating to the Debt Financing, any event or circumstance that would reasonably be expected to make (alone or together with the other circumstances or developments) a condition precedent to the Debt Financing unable to be satisfied or any purported termination or repudiation of the Debt Commitment Letter or the definitive agreement relating to the Debt Financing, in each case, of which Purchaser becomes aware, (ii) the receipt of any written notice or other written communication from any Debt Financing Source with respect to any (A) actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letter or the applicable definitive agreements of any provision thereof or (B) dispute or disagreement between or among any parties to any of the Debt Financing with respect to the obligation to fund the Debt Financing pursuant to or the terms amount of the Debt Commitment Letters Financing to be funded at the Closing Date and (fiii) if at any time for any reason all or any portion of the Debt Financing Sources are express would reasonably be expected not to be timely obtained by the Purchaser on the terms and intended third-party beneficiaries conditions in, and in the manner or from the sources contemplated by, any of Section 5.10the Debt Financing. Purchaser shall keep the Company fully informed on a reasonably current basis, Section 7.3(j)and promptly upon the Company’s request, Section 8.7of the status of its efforts to consummate the Debt Financing. Purchaser shall, Section 8.9at the Company’s request, Section 8.11(cprovide to the Company copies of all agreements and other documents relating to the Debt Financing. As soon as reasonably practicable, but in any event within three (3) Business Days following the date the Company delivers to Purchaser a written request therefor, Purchaser and Merger Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in this paragraph. Notwithstanding the foregoing, compliance by Purchaser with this Section 8.155.19 shall not relieve Purchaser of its obligation to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available. Notwithstanding anything to the contrary contained herein, in no modificationevent shall Purchaser and Merger Sub be required pursuant to this Agreement to pay any material additional fees or to increase materially any interest rates or original issue discounts applicable to the Debt Financing, waiver or termination except as expressly required pursuant to the Debt Commitment Letter as in effect on the date hereof (including the “flex” provisions of Section 5.10, Section 7.3(jany Fee Letter), Section 8.7, Section 8.9, Section 8.11(c. (e) and this Section 8.15 (and any provision From the date of this Agreement until the Closing (or the earlier termination of this Agreement pursuant to its terms), subject to the limitations set forth in this Section 5.19, the Company shall (x) provide to Purchaser and Merger Sub the Required Information and (y) use its reasonable best efforts to provide to Purchaser and Merger Sub such cooperation as may be reasonably requested by Purchaser in connection with the financing of a portion of the Initial Merger Consideration pursuant to the Debt Commitment Letter in the amount set forth therein from the Debt Financing Sources (the “Debt Financing”). Such cooperation by the Company shall include, at the reasonable request of Purchaser, using its reasonable best efforts (in each case, to the extent a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, applicable with respect to the matters referenced hereinDebt Financing and only to the extent customarily needed for financings of the type contemplated by the Debt Commitment Letter) to: (i) furnish, supersede or cause to be furnished, to Purchaser such pertinent financial and other information about the business, operations and management of the Company and its Subsidiaries, as may be reasonably requested by Purchaser and reasonably available to the Company, that is reasonably necessary and customarily provided in connection with the marketing of the Debt Financing, (ii) cause the Company’s and its Subsidiaries’ management teams to participate in the negotiation of definitive documentation for the Debt Financing as reasonably requested by Purchaser and Merger Sub and a reasonable number of lender presentations, due diligence sessions, drafting sessions and meetings with prospective lenders and ratings agencies, in each case, upon reasonable advance notice and at mutually agreed times, (iii) provide reasonable assistance to Purchaser in its preparation of appropriate and customary materials for ratings agency presentations and the marketing materials of a type customarily used for the Debt Financing (including delivery of customary authorization letters), (iv) to the extent not prohibited or restricted under applicable Law or any provision contract, facilitate the preparation of documents and other items needed to facilitate the pledging of collateral in connection with the Debt Financing, including assistance with negotiating any customary pledge and security documents, currency or interest hedging arrangements or other customary definitive financing documents, in each case, as reasonably requested by Purchaser and Merger Sub and making any required delivery of physical collateral at or after the Closing as contemplated by the definitive documents of the Debt Financing (it being understood and agreed that no such pledge shall be effective until the Effective Time), (v) requesting that the administrative agent or collateral agent under the Existing Credit Agreement provide payoff letters, lien terminations and instruments of discharge and termination on the Closing Date of all Payoff Indebtedness, and (vi) provide information required to Purchaser and Merger Sub to prepare customary pro forma financial information and financial statements and customary projections required to be delivered pursuant to the Debt Commitment Letter (provided that the Company and its Subsidiaries shall have no obligation to prepare or provide any pro forma financial statements or projections), and provide all documentation and other information about the Company as is reasonably requested in writing by the Debt Financing Sources at least ten (10) Business Days prior to the Closing Date with respect to applicable “know your customer”, anti-money launder and beneficial ownership rules and regulations, including without limitation the USA PATRIOT Act, in each case to the extent necessary to satisfy a condition precedent for the Debt Financing as set forth in the Debt Commitment Letter. Notwithstanding the foregoing, (I) nothing shall require such cooperation as described in this Section 5.19 to the extent it would, in the Company’s judgment, interfere with the business or operations of the Company or its Subsidiaries and (II) the Company and its Subsidiaries shall not be required to (1) waive or amend any terms of this Agreement or cause or result in a breach or violation of any Transaction Document or any other contract, (2) take any action or execute any document, certificate or agreement that is not contingent upon the Closing, (3) take any action (including any board approvals) in connection with the Debt Financing that is not subject to the contrary.occurrence of Closing, (4) provide any legal opinion or other opinion of counsel, or any information that would, in its good faith opinion, result in a violation of Law or loss of attorney-client privilege or contravene any applicable Law or contract, (5) prior to Closing, be an issuer, guarantor or other obligor with respect to the Debt Financing, (6) prior to Closing, have any liability or obligation under any agreement or any document related to the Debt Financing, (7) prior to Closing, be required to incur any other liability in connection with the financing contemplated by the Debt Financing, (8) be required to take any action that would conflict with, violate or result in a breach of or default under any organizational documents of the Company or any of its Affiliates, any contract or any Law, (9) be required to take any action that could subject any director, manager, officer or employee of the Company or any of its Affiliates to any actual or potential personal liability or (10)

Debt Financing. The Parties hereby agree that (a) Each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all things necessary, to obtain the Debt Financing Sources shall not have any liability on the terms and subject to the conditions (whether including “market flex” provisions) set forth in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations of Debt Commitment Letter and the Debt Financing Sources Fee Letter, including using reasonable best efforts to Acuren (i) maintain in effect and comply with the Debt Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter and the Debt Financing Fee Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter and the Debt Financing Fee Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Debt Commitment Letter that are within the control of Parent or Merger Sub, (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger and consummate the Debt Financing, (v) enforce its rights under the Debt Commitment Letter and (or any fee letters referred to therein)), (bvi) otherwise comply with the Parent’s and the Merger Sub’s obligations under the Debt Commitment Letter (or any fee letters referred to therein) shall be governed by and construed in accordance with the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to definitive documents for the Debt Financing. Parent and Merger Sub shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Debt Commitment Letter if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Debt Commitment Letter or the Debt Financing Fee Letter (including any “flex” provisions set forth therein) on the date of this Agreement unless the Debt Financing is increased by a corresponding amount) such that the aggregate amount of the Debt Financing would reasonably be expected to be below the amount required to pay the Required Amount (after giving effect to any cash or other sources of liquidity available to Parent and Merger Sub), (B) impose new or additional conditions precedent to the availability of the Debt Financing or otherwise expand, amend or modify any of the conditions precedent to the Debt Financing in a manner that would reasonably be expected to prevent or materially delay the funding of the Debt Financing (or any fee letters referred satisfaction of the conditions to thereinthe Debt Financing) or (C) adversely impact the performance ability of services thereunder Parent or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting in New York CountyMerger Sub, and each Party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waivesas applicable, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of enforce its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and the rights against other parties to the Debt Commitment Letter at their own direction Letter. Parent shall be permitted promptly deliver to bring the Company copies of any Action against amendment, modification, supplement, consent or waiver to or under any Debt Commitment Letter. (b) Upon request by the Company, Parent shall keep the Company informed on a reasonably prompt basis and in reasonable detail of the status of its efforts to arrange the Debt Financing Sources for failing Financing. Parent and Merger Sub shall give the Company prompt notice of (i) any actual breach, default, termination or cancellation by any party to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letters Letter of which Parent or Merger Sub becomes aware, (ii) the receipt by Parent or Merger Sub of any written notice or other written communication from any Debt Financing Source with respect to any (A) actual or threatened (in writing) breach, default, termination or cancellation by any party to any of the Debt Commitment Letter or (B) dispute or disagreement between Parent and any Debt Financing Source or among any parties to any of the Debt Commitment Letter (other than ordinary course or customary negotiations relating to the Debt Commitment Letter or any definitive document related to the Debt Financing), in each case regarding the Debt Financing, and (fiii) the occurrence of an event or development that could reasonably be expected to adversely impact the ability of Parent or Merger Sub to obtain all or any portion of the Debt Financing Sources are express necessary to fund the Required Amount (after giving effect to any cash or other sources of liquidity available to Parent and intended third-party beneficiaries Merger Sub) on the terms and in the manner contemplated by the Debt Commitment Letter. If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any applicable market “flex” provisions) contemplated by the Debt Commitment Letter, Parent shall promptly notify the Company in writing and Parent and Merger Sub shall use their reasonable best efforts to arrange and obtain, as promptly as practicable, in replacement thereof alternative financing (the “Alternative Financing”) from alternative sources in an amount sufficient to fund the Required Amount with terms and conditions (including market “flex” provisions) not less favorable to Parent and Merger Sub (or their respective Affiliates) than the terms and conditions set forth in the Debt Commitment Letter. Parent shall deliver to the Company true and complete copies of the alternative debt commitment letters (including fee letters) pursuant to which any such alternative source shall have committed to provide any portion of the Debt Financing. For the avoidance of doubt, it is understood and agreed that, subject to the limitations set forth in Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c6.06(a) and this Section 8.156.06(b), Parent and Merger Sub may amend, restate and/or replace (or cause any of the foregoing) the Debt Commitment Letter to (x) add or replace additional lenders, lead arrangers, syndication agents or similar entities or reallocate commitments or reassign titles so long as the aggregate amount of the Debt Financing is not reduced below the Required Amount (after giving effect to any cash or other sources of liquidity available to Parent and Merger Sub) and (y) implement or exercise any “flex” provisions in the Debt Financing Fee Letter as in effect on the date of this Agreement. Notwithstanding anything For purposes of this Agreement, references to the contrary contained hereinDebt Commitment Letter shall include such documents as permitted to be amended, no modificationrestated, waiver modified, supplemented or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and replaced by this Section 8.15 6.06 and (and any provision of this Agreement z) references to the extent a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall include the debt financing contemplated by the Debt Commitment Letter as permitted to be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliatesamended, as applicable). This modified, supplemented or replaced by this Section 8.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary6.06.

Debt Financing. The Parties hereby agree that (a) the Debt Financing Sources Parent shall not have any liability (whether in contract use its reasonable best efforts to take or in tort, in law or in equitycause to be taken all actions and to do, or granted by statute) for any claimscause to be done, causes of actionall things reasonably necessary, obligations proper or losses arising under, out of, in connection with or related in any manner advisable to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit arrange and obtain the liability or obligations proceeds of the Debt Financing Sources (including, to Acuren the extent required, complying with the full exercise of the “flex” provisions) at or prior to the Closing, including using its reasonable best efforts to: (i) maintain in effect the Debt Commitment Letters in accordance with the terms and subject to the conditions (including the “flex” provisions) thereof, (ii) comply with its obligations under the Debt Commitment Letter Letters, (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions (including the “flex” provisions) contained in the Debt Commitment Letters as promptly as practicable after the date hereof, but in no event later than the Closing, or any fee letters referred on such other terms and conditions no less favorable in the aggregate to therein)Parent and Merger Sub than the terms and conditions contained in the Debt Commitment Letters (provided that such other terms would not reasonably be expected to materially delay or hinder the Closing), (biv) satisfy on a timely basis (or obtain the waiver of) all conditions to funding that are within the control of Parent and Merger Sub in the Debt Commitment Letter Letters (or any fee letters referred definitive agreements entered into with respect to therein) shall be governed by and construed in accordance with the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereofDebt Commitment Letter), (cv) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCINGunless it has obtained alternative financing pursuant to Section 6.16(c) hereof, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise enforce its rights pursuant to the Debt FinancingCommitment Letters, and (vi) in the event that all conditions in the Debt Commitment Letters have been satisfied, cause the Financing Sources to fund the Debt Financing at the Closing. Parent will pay, or will cause to be paid, all fees arising under the Debt Commitment Letters as they become due. (b) Subject to the terms and conditions of this Agreement, Parent will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Debt Commitment Letter Letters (other than pursuant to “flex” provisions contained in the Debt Commitment Letters) without the consent of the Company if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (unless Parent has a sufficient amount of available cash on hand from other sources to make the representation set forth in Section 4.16 as though made at the time of the effectuation of such amendment or modification), (ii) impose new or additional conditions or other terms to the Debt Financing or otherwise expand, amend or modify any fee letters referred of the conditions to thereinthe receipt of the Debt Financing, in a manner that would reasonably be expected to: (A) delay, prevent or materially impede the consummation of the Merger, or (B) make the timely funding of the Debt Financing, or the performance of services thereunder or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and satisfaction of the appropriate appellate courts therefrom) conditions to obtaining the Debt Financing, less likely to occur in any such Action and irrevocably waivesmaterial respect, or (iii) adversely impact the ability of Parent or Merger Sub to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of enforce its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and rights against the other parties to the Debt Commitment Letter at their own direction shall be permitted Letters or the definitive agreements with respect thereto; provided, that for the avoidance of doubt, Parent may amend, amend and restate or replace the existing Debt Commitment Letters to bring any Action against add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Sources for failing Commitment Letters as of the date hereof. Parent shall promptly (i) furnish the Company complete, correct and executed copies of any amendments, restatements, supplements, amendments and restatements, modifications, waivers or replacements to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letters and (fii) give the Company prompt notice of any breach (or threatened breach asserted in writing) by any party of the Debt Commitment Letters of which Parent becomes aware or any termination thereof; provided that in no event shall Parent be under any obligation to disclose any information pursuant to clauses (i) or (ii) that would waive the protection of attorney-client or similar privilege if such party shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. In addition to the foregoing, Parent shall not, and shall cause its Subsidiaries not to, release or consent to the termination of the Debt Commitment Letters or of any individual lender under the Debt Commitment Letters, except (x) for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Debt Financing Sources are express and intended third-party beneficiaries under the Debt Commitment Letters, (y) for replacements of the Debt Commitment Letters with alternative financing commitments pursuant to Section 5.10, Section 7.3(j6.17(c), Section 8.7, Section 8.9, Section 8.11(cand (z) and in connection with a reduction of the aggregate amount of the Debt Financing otherwise permitted pursuant to this Section 8.15. Notwithstanding anything 6.16. (c) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Commitment Letters (after giving effect to all applicable flex provisions), Parent shall use its reasonable best efforts to, as promptly as practicable following the occurrence of such event, (i) to obtain alternative financing from alternative sources on terms and conditions not materially less favorable in the aggregate to Parent than those set forth in the Debt Commitment Letters and in an amount at least equal to the contrary contained herein, no modification, waiver or termination amount (taking into account cash on hand and other sources of funds available to the Parent) sufficient to make the representation set forth in Section 5.10, Section 7.3(j4.16 as though made at the time of the effectuation of such alternative financing (the “Alternate Debt Financing”), Section 8.7and (ii) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), Section 8.9, Section 8.11(c) and this Section 8.15 which New Debt Commitment Letters will replace the existing Debt Commitment Letters in whole or in part. Parent shall promptly provide the Company with a copy of any New Debt Commitment Letters (and any provision of fee letter in connection therewith, which such fee letter may be redacted as provided in Section 4.16(a)). In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the extent a modification, waiver or termination of such provision would modify “Debt Commitment Letters” will be deemed to include the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, with respect Commitment Letters to the matters referenced hereinextent not superseded by the New Debt Commitment Letters at the time in question and any New Debt Commitment Letters to the extent then in effect, supersede and (B) any provision of reference in this Agreement to the contrary“Debt Financing” means the debt financing contemplated by the Debt Commitment Letters as modified pursuant to the foregoing.

Debt Financing. The Parties hereby agree that As of the date of this Agreement, Acquiror has received and accepted (ax) an executed debt commitment letter, dated as of the Debt Financing Sources shall not have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason date of this Agreement or its negotiation(the “ABL Commitment Letter”), executionand an executed fee letter, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations 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 herein as the “Lenders” and the letters referenced in clauses (x) and (y) are collectively referred to herein as the “Debt Financing Sources Commitment Letters”), pursuant to Acuren under which the Lenders have committed to provide debt financing in the amounts set forth in the applicable Debt Commitment Letter (or any fee letters referred to therein)the “Debt Financing”), (b) the Debt Commitment Letter (or any fee letters referred to therein) shall be governed by and construed in accordance with the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to the Debt Financing, the Debt Commitment Letter (or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and the other parties to the Debt Commitment Letter at their own direction shall be permitted to bring any Action against the Debt Financing Sources for failing to satisfy any obligation to fund the Debt Financing pursuant subject to the terms and conditions set 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 the Companies and the Holder Representatives. Acquiror has fully paid any and all commitment fees or other fees required by the Debt Commitment Letters to be paid on or before the date of this Agreement. As of the date of this Agreement, (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 may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by principles of equity) and (fC) has not been withdrawn, terminated or rescinded in any respect, (ii) the Debt Financing Sources are express Commitment Letters constitute all of the Contracts and intended third-party beneficiaries arrangements entered into between each of Section 5.10the Lenders and their Affiliates, Section 7.3(j)on the one hand, Section 8.7and Acquiror and its Affiliates, Section 8.9on the other hand, Section 8.11(c) and this Section 8.15. Notwithstanding anything to involving the contrary contained herein, no modification, waiver or termination availability of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision the funding in full of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any contemplated by the Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliatesCommitment Letters, as applicable). This Section 8.15 shall, other than customary engagement letters with respect to the matters referenced hereinDebt Financing that have been made available to Panavision and the Panavision Holder Representative prior to the date hereof, supersede and (iii) no event has occurred that (with or 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 provision Debt Commitment Letter (assuming the accuracy of the representations and warranties and undertakings of Panavision, SIM and the SIM Sellers in this Agreement for such purposes). There are no conditions precedent or other contingencies related to the funding in full of the Debt Financing, other than as set forth in the Debt Commitment Letters. As of the date of this Agreement Agreement, none of Acquiror, Panavision Acquisition Sub or SIM Acquisition Sub has any reason to believe that any of the conditions to the contraryDebt Financing would not reasonably be expected to be satisfied or that the Debt Financing would not reasonably be expected to be available in full on the Closing Date when required pursuant to this Agreement.

Debt Financing. The Parties hereby agree that (a) Purchaser shall use, and shall cause its Affiliates to use, its reasonable best efforts to obtain the Debt Financing Sources shall not have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations proceeds of the Debt Financing Sources on the terms and conditions described in the Debt Commitment Letter, including using reasonable best efforts to Acuren (i) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letter (including all “market flex” provisions thereof), (ii) satisfy (or, if deemed advisable by Purchaser, obtain the waiver of) on a timely basis, taking into account the expected timing of the Marketing Period, all conditions in the Debt Commitment Letter, Fee Letter and such Definitive Agreements (including payment of all fees and expenses) and comply with its obligations thereunder, (iii) maintain in effect the Debt Commitment Letter and Fee Letter in accordance with their terms and (iv) enforce its rights under the Debt Commitment Letter, the Fee Letter and the Definitive Agreements, as applicable, in the event of any breach or purported breach thereof. Purchaser shall not and shall cause its Affiliates not to take or refrain from taking, directly or indirectly, any action that could reasonably be expected to result in a default under or failure of any of the conditions contained in the Debt Commitment Letter or in any Definitive Agreement related to the Debt Financing. (b) Purchaser shall use, and shall cause its Affiliates to use, its reasonable best efforts to comply with its obligations, and enforce its rights, under the Debt Commitment Letter and any Definitive Agreements. Purchaser shall give Seller Representative prompt notice of any material breach (or alleged or purported material breach) by any fee letters referred party to therein)), (b) the Debt Commitment Letter of which Purchaser has become aware or any termination (or any fee letters referred to thereinalleged or purported termination) shall be governed by and construed in accordance with the Laws of the State of New York, regardless Debt Commitment Letter. Purchaser shall keep Seller Representative informed on a reasonably current basis in reasonable detail of the Laws that might otherwise govern under applicable principles status of conflicts its efforts to obtain the proceeds of law thereof, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to the Debt FinancingFinancing and shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, the Debt Commitment Letter (or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting in New York Countyif such amendment, and each Party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and the other parties to the Debt Commitment Letter at their own direction shall be permitted to bring any Action against the Debt Financing Sources for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letters and (f) the Debt Financing Sources are express and intended third-party beneficiaries of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15. Notwithstanding anything to the contrary contained herein, no modification, waiver or termination remedy (x) would materially delay the occurrence of Section 5.10the Closing, Section 7.3(j)taking into account the expected timing of the Marketing Period, Section 8.7, Section 8.9, Section 8.11(c(y) and this Section 8.15 reduces the aggregate amount of the Debt Financing (and any provision of this Agreement except as contemplated by the Debt Commitment Letter) or (z) adds new conditions or amends the existing conditions to the extent a modificationdrawdown of the Financing, waiver or termination of such provision would modify unless Purchaser has available cash sufficient to consummate the substance of any such Section) that is adverse Closing. Notwithstanding the foregoing, failure to any obtain the Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, and compliance by Purchaser with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.this

Debt Financing. The Parties hereby agree that Company has provided the Seller with a true and complete copy of an executed commitment letter dated as of the date hereof (athe “Debt Commitment Letter”) among Atkore International, Inc., an indirect subsidiary of the Company (the “Borrower”) and the lender party thereto (the “Lender”) pursuant to which the Lender has agreed, subject to the terms and conditions thereof, to provide debt financing in the amounts set forth therein (the “Debt Financing”). Proceeds of the Debt Financing Sources 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 have any liability 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 the Borrower and, to the knowledge of the Company, of each other party thereto (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether in contract or in tort, in considered at law or in equity)) and, as of the date hereof, the commitments contained therein have not been withdrawn or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related rescinded in any manner respect, and there are no conditions precedent or other contractual contingencies relating to the funding of the full amount of the proceeds covered thereby other than as expressly set forth in the Debt Commitment Letter furnished pursuant to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations 3.6. As of the date hereof, there are no side letters or other contracts or arrangements related to the funding of the financing contemplated pursuant to the Debt Financing Sources to Acuren under Commitment Letter other than the fee letter referenced in the Debt Commitment Letter (the “Fee Letter”) or any fee letters referred to therein)), (b) as otherwise expressly set forth in the Debt Commitment Letter (furnished pursuant to this Section 3.6. The Company shall not release or any fee letters referred consent to therein) shall be governed by and construed in accordance with the Laws termination of the State of New York, regardless obligations of the Laws that might otherwise govern under applicable principles of conflicts of law thereof, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to the Debt Financing, the Debt Commitment Letter (or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and the other parties to the Debt Commitment Letter at their own direction shall be permitted to bring any Action against the Debt Financing Sources for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letters and (f) the Debt Financing Sources are express and intended third-party beneficiaries of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15. Notwithstanding anything to the contrary contained herein, no modification, waiver or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source Lender without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrarySeller.

Debt Financing. The Parties hereby agree that (a) Parent has delivered to the Company true, correct and complete copies of a fully executed debt commitment letter, dated as of May 24, 2017 (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and as amended from time to time after the date hereof in compliance with Section 6.10(b), the “Debt Commitment Letter”) from the lenders party thereto (collectively, the “Committed Lenders”) and the arrangers party thereto 45 (collectively, the “Lead Arrangers”), pursuant to which the Committed Lenders have committed, subject to the terms and conditions set forth therein, to provide to CF Corp the Debt Financing Sources shall not have any liability (whether in contract or cash in tort, the aggregate amount set forth in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations of the Debt Financing Sources to Acuren under the Debt Commitment Letter (or any fee letters referred to therein))Letter. A true, (b) the Debt Commitment Letter (or any fee letters referred to therein) shall be governed by correct and construed in accordance with the Laws complete copy of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to the Debt Financing, the Debt Commitment Letter (or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and the other parties letter related to the Debt Commitment Letter at their own direction has been provided to the Company, except that the existence and/or amount of fees, flex provisions, pricing terms, pricing caps and other commercially sensitive numbers specified therein have been redacted; provided, however, that in no event shall be permitted any terms relating to bring any Action against conditions precedent to the funding of the Debt Financing Sources for failing be redacted (such fee letter, the “Fee Letter”). (b) The Debt Commitment Letter is in full force and effect and is a legal, valid and binding obligation of CF Corp and, to the Knowledge of CF Corp, each other party thereto, enforceable in accordance with its terms. As of the date hereof, none of the commitments contained in the Debt Commitment Letter have been withdrawn, terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such withdrawal, termination, repudiation, rescission, amendment, supplement or modification is contemplated, except as permitted by Section 6.10 hereof. (c) As of the date hereof, neither CF Corp nor, to the Knowledge of CF Corp, any other counterparty thereto, has committed any breach of any of its covenants or other obligations set forth in, or is in default under, the Debt Commitment Letter, and to the Knowledge of CF Corp, no event has occurred or circumstance exists that, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute or result in a breach or default on the part of any Person under the Debt Commitment Letter, (ii) constitute or result in a failure to satisfy a condition precedent to or other contingency to be satisfied set forth in the Debt Commitment Letter, (iii) make any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect or (iv) subject to the satisfaction (or waiver by CF Corp, Parent and Merger Sub) of the conditions set forth in Section 7.01 and Section 7.02, otherwise result in any portion of the Debt Financing not being available. (d) As of the date hereof, none of CF Corp, Parent or Merger Sub has received any notice or other communication from any party to the Debt Commitment Letter with respect to (i) any actual or threatened breach or default on the part of CF Corp or any other party to the Debt Commitment Letter, (ii) any actual or threatened failure to satisfy any obligation condition precedent to fund the availability of the Debt Financing pursuant to the terms of the Debt Commitment Letter or (iii) any intention of such party to terminate the Debt Commitment Letter or to not provide all or any portion of amount committed to be provided by such party pursuant to the terms of the Debt Financing. As of the date hereof, subject to the satisfaction (or waiver by CF Corp, Parent and Merger Sub) of the conditions set forth in Section 7.01 and Section 7.02, CF Corp, Parent and Merger Sub (both before and after giving effect to any “market flex” provisions contained in the Debt Commitment Letter): (A) have no reason to believe CF Corp, Parent, Merger Sub or any of their respective Affiliates will not be able to satisfy on a timely basis each term and condition to be satisfied by any of them relating to the closing or funding of the Debt Financing, (B) know of no fact, occurrence, circumstance or condition that would reasonably be likely to (1) cause the Debt Commitment Letter to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, (2) cause any of the terms or conditions to be satisfied by CF Corp, Parent, Merger Sub or any of their respective Affiliates relating to the closing or funding of any portion of the Debt Financing not to be met or complied with, or (3) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Debt Commitment Letter to not be available to CF Corp, Parent and Merger Sub on a timely basis (and in any event as of the Closing) and (C) know of no potential impediment to the funding of any of the payment obligations of CF Corp, Parent or Merger Sub under this Agreement. CF Corp, Parent and/or Merger Sub have fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to be paid on or before the date hereof, and CF Corp, Parent or Merger Sub will pay when due all other commitment or other fees arising under the Debt Commitment Letter as and when they become payable. (e) There are no, and there will not be any, conditions precedent or other contingencies related to the Debt Financing as contemplated by the Debt Commitment Letter other than as expressly set forth in the Debt Commitment Letter or the Fee Letter (the “Debt Disclosed Conditions”). Other than the Debt Disclosed Conditions, no Debt Financing Source nor any other Person has any right to impose, and none of the Equity Providers, CF Corp, Parent, Merger Sub, the Company or any Subsidiary obligor have any obligation to accept, any condition precedent to any funding of the Debt Financing nor any reduction to the aggregate amount available under the Debt Commitment Letter (nor any term or condition which would have the effect of reducing the aggregate amount available under the Debt Commitment Letter). Other than the Debt Commitment Letter and the Fee Letter, neither CF Corp nor any of its Affiliates has entered into any agreement, side letter or other contractual arrangement (in each case, whether oral or written), relating to the Debt Financing, other than (i) as set forth in the Debt Commitment Letters and the Fee Letter, (ii) customary administrative agent engagement letters or non-disclosure agreements which do not impact the conditionality of the Debt Financing or (iii) those that would not be reasonably expected to adversely affect the availability of any portion of the Debt Financing and which do not impact the conditionality of the Debt Financing. Other than as set forth in the Debt Commitment Letter or the Fee Letter, there are no conditions precedent relating to the funding of the full amount of the Debt Financing that would reasonably be likely to, (i) impair the validity of the Debt Commitment Letter, (ii) reduce the aggregate amount of the Debt Financing, (iii) prevent or delay the consummation of the transactions contemplated hereby, (iv) cause the Debt Commitment Letter to be ineffective, or (v) otherwise result in the Debt Financing not being available on a timely basis in order to consummate the transactions contemplated hereby. (f) The aggregate proceeds from the Debt Financing Sources are express constitute all of the financing required to (i) repay, redeem and/or refinance all outstanding amounts under the Company Existing Indenture and intended third-party beneficiaries of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(cthe Company Existing Credit Agreement (assuming all such amounts were required to be repaid or redeemed) and this Section 8.15. Notwithstanding anything (ii) pay all fees, costs and expenses to be paid by CF Corp, Parent, Merger Sub or the Surviving Corporation relating to the contrary contained herein, no modification, waiver or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(cDebt Financing (clauses (i) and this Section 8.15 (and any provision of this Agreement ii) are collectively referred to herein as the extent a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable“Refinancing”). This Section 8.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing. The Parties hereby agree that (a) Purchaser shall use, and shall cause its Affiliates to use, its reasonable best efforts to obtain the Debt Financing Sources shall not have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations proceeds of the Debt Financing Sources on the terms and conditions described in the Debt Commitment Letter, including using reasonable best efforts to Acuren under (i) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letter (or any fee letters referred to therein)including all “market flex” provisions thereof), (ii) satisfy (or, if deemed advisable by Purchaser, obtain the waiver of) on a timely basis, taking into account the expected timing of the Marketing Period, all conditions in the Debt Commitment Letter, Fee Letter and such Definitive Agreements (including payment of all fees and expenses) and comply with its obligations thereunder, (iii) maintain in effect the Commitment Letters and Fee Letter in accordance with their terms and (iv) enforce its rights under the Commitment Letters, the Fee Letter and the Definitive Agreements, as applicable, in the event of any breach or purported breach thereof. Purchaser shall not and shall cause its Affiliates not to take or refrain from taking, directly or indirectly, any action that could reasonably be expected to result in a default under or failure of any of the conditions contained in the Commitment Letters or in any Definitive Agreement related to the Debt Financing. (b) Purchaser shall use, and shall cause its Affiliates to use, its reasonable best efforts to comply with its obligations, and enforce its rights, under the Commitment Letters and any Definitive Agreements. Purchaser shall give Seller prompt notice of any material breach (or alleged or purported material breach) by any party to the Commitment Letters of which Purchaser has become aware or any termination (or alleged or purported termination) of the Commitment Letters. Purchaser shall keep Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the Debt Financing and shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, the Commitment Letters if such amendment, modification, waiver or remedy (x) would materially delay the occurrence of the Closing, taking into account the expected timing of the Marketing Period, (y) reduces the aggregate amount of the Financing (except as contemplated by the Commitment Letters) or (z) adds new conditions or amends the existing conditions to the drawdown of the Financing, unless Purchaser has available cash sufficient to consummate the Closing. Notwithstanding the foregoing, failure to obtain the Financing and compliance by Purchaser with this Section 7.06(b) shall not relieve Purchaser of its obligation to consummate the transactions contemplated by this Agreement whether or not the Financing is available. (c) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex provisions”) contemplated in the Debt Commitment Letter (or any fee letters referred to therein) shall be governed by and construed in accordance with the Laws of the State of New YorkFee Letter, regardless of the Laws that might otherwise govern under applicable principles reason therefor, Purchaser will (i) as promptly as practicable following the occurrence of conflicts of law thereofsuch event, use its reasonable best efforts to obtain alternative debt financing (cthe “Alternative Debt Financing”) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING(in an amount sufficient, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) when taken together with any Action that may arise then-available Debt Financing pursuant to any then-existing Debt Commitment Letter, to consummate the Debt Financingtransactions contemplated by this Agreement and to pay related fees and expenses earned, due and payable as of the Closing Date) on terms not less favorable in the aggregate to Purchaser than those contained in the Debt Commitment Letter and the Fee Letter that the Alternative Debt Financing would replace (taking into account any flex provisions) from the same or other sources and that do not include any fee letters referred incremental conditionality to therein) or the performance consummation of services thereunder or such Alternative Debt Financing that are more onerous to Purchaser, Seller and the transactions contemplated thereby shall be brought solely Company (in each case, in the United States District Court for aggregate) than the Southern District of New York or any New York State court sitting conditions set forth in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and the other parties to the Debt Commitment Letter at their own direction in effect as of the date of this Agreement and (ii) as soon as commercially practicable notify Seller of such unavailability and the reason therefor. (d) For purposes of the foregoing Section 7.06(a) through Section 7.06(c), (i) the term “Debt Commitment Letter” shall be permitted deemed to bring include any Action against commitment letter (or similar agreement) with respect to any Alternative Debt Financing arranged in compliance herewith (and any Debt Commitment Letter remaining in effect at the time in question), (ii) the term “Fee Letter” shall be deemed to include any fee letter (or similar agreement) and engagement letter (or similar agreement) with respect to any Alternative Debt Financing arranged in compliance with this Section 7.06, and (iii) the term “Lenders” shall be deemed to include any lenders providing the Alternative Debt Financing arranged in compliance herewith. Purchaser shall keep Seller reasonably informed on a reasonably current basis of the status of its efforts to consummate the Debt Financing. Purchaser shall provide Seller with reasonably prompt notice of (x) any breach, or default by any Financing Sources for failing Source party to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letters that the Chief Financial Officer, Chief Executive Officer or General Counsel of Purchaser gains actual knowledge and that such Chief Financial Officer, Chief Executive Officer or General Counsel reasonably believes would result in a Debt Financing Failure and (fy) the Debt Financing Sources are express and intended third-party beneficiaries receipt of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15. Notwithstanding anything to the contrary contained herein, no modification, waiver written notice or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 oral notice (and any provision of this Agreement only to the extent a modificationthat the Chief Financial Officer, waiver Chief Executive Officer or termination General Counsel of Purchaser has actual knowledge of such provision would modify the substance of oral notice) from any such Section) that is adverse Financing Source party to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, Commitment Letters with respect to the matters referenced hereinany breach or default or, supersede any provision of this Agreement to the contrarytermination or repudiation by such Financing Source resulting in a Debt Financing Failure.

Debt Financing. The Parties hereby agree that (a) The Company has delivered to the SPAC a true, complete and fully executed copy of a commitment letter (including all related exhibits, schedules, annexes, supplements and term sheets thereto and the fee letter executed in connection therewith, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived in each case, as permitted or contemplated by Sections 6.10(a), 6.10(c) and/or 8.09, from time to time after the date hereof, the “Debt Commitment Letter”) from the Debt Financing Sources shall identified therein confirming their respective commitments to provide the DCL Beneficiary (or its applicable affiliate assignee or designee) the debt facilities referred to therein (the “Debt Financing”). (b) As of the date hereof, the Debt Commitment Letter is in full force and effect and is the legal, valid and binding obligation of the DCL Beneficiary and, to the knowledge of the DCL Beneficiary, the other parties thereto, enforceable against the DCL Beneficiary and, to the knowledge of the DCL Beneficiary, the other parties thereto in accordance with its terms (subject to the Enforceability Exceptions). As of the date hereof, the Debt Commitment Letter has not have any liability (whether in contract or in tortbeen amended, in law or in equityrestated, or granted by statute) for any claimsotherwise modified or waived, causes of action, obligations or losses arising under, out of, and the respective commitments contained in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations of the Debt Financing Sources Commitment Letter has not been withdrawn, rescinded or otherwise modified. All fees (if any) required to Acuren be paid under the Debt Commitment Letter on or prior to the date hereof have been paid in full. (c) As of the date hereof, neither the DCL Beneficiary nor, to the knowledge of the DCL Beneficiary and/or the Company, the other parties thereto have breached any of the covenants or other obligations set forth in, or is in default under, the Debt Commitment Letter. As of the date hereof, to the knowledge of the DCL Beneficiary and/or the Company no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute or result in a breach or default on the part of the DCL Beneficiary or any fee letters referred other party to therein)), the Debt Commitment Letter. (bd) There are no conditions precedent directly or indirectly related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter (or any including the fee letters referred to therein) shall be governed by and construed in accordance with the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to the Debt Financing, letter). Other than the Debt Commitment Letter (including the fee letter), there are no other contracts, arrangements or other agreements, to which the Company or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, and each Party irrevocably consents Affiliate thereof is a party related to the jurisdiction of such courts Debt Financing (except for customary non-disclosure agreements, non-reliance letters and similar written agreements, in each case which do not impact the conditionality or amount of the appropriate appellate courts therefrom) Debt Financing). As of the date hereof, assuming the satisfaction of the conditions in any such Action Sections 11.01 and irrevocably waives11.03, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying knowledge of the venue of any such Action in any such court or Company, the Company has no reason to believe that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and the other parties conditions to the Debt Commitment Letter at their own direction shall Financing will not be permitted to bring any Action against satisfied or that the Debt Financing Sources for failing to satisfy any obligation to fund the Debt Financing pursuant will not be available to the terms of DCL Beneficiary (or its applicable affiliate assignee or designee) on the Debt Commitment Letters and (f) the Debt Financing Sources are express and intended third-party beneficiaries of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15. Notwithstanding anything to the contrary contained herein, no modification, waiver or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contraryClosing Date.

Debt Financing. The Parties hereby agree that (a) The Buyer shall use its reasonable best efforts to: (i) take, or cause to be taken, all appropriate action, to do, or cause to be done, all things necessary, proper or advisable under applicable Law, to arrange and obtain the Debt Financing Sources shall not have any liability (whether on the terms and conditions described in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations of the Debt Financing Sources to Acuren Commitment Letter and any Fee Letter, including (A) maintaining in effect and complying in all material respects with its obligations under the Debt Commitment Letter (or any fee letters referred obtaining the waiver of such obligations) , including the negotiation of definitive agreements with respect to therein))the Debt Financing on terms and conditions contained in the Debt Commitment Letter, (bB) satisfying on a timely basis all conditions in the Debt Commitment Letter, (C) enforcing its rights under the Debt Commitment Letter and (D) to the extent the senior secured notes have not been issued in an amount that equals or exceeds the bridge financing provided for in the Debt Commitment Letter, drawing upon the bridge financing provided for therein; (ii) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) as promptly as practicable after the date hereof but in any fee letters referred to therein) event no later than the Closing Date on the terms and conditions contained in the Debt Commitment Letter, which Definitive Agreements shall be governed by and construed effective no later than the Closing Date; and (iii) consummate the Debt Financing no later than the Closing Date in accordance with the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to terms and conditions contained in the Debt FinancingCommitment Letter; provided, however, that the Buyer may agree to or permit any amendment, modification or waiver of the Debt Commitment Letter (or any fee letters referred Fee Letter that would not and would not reasonably be expected to therein(A) or reduce the performance aggregate amount of services thereunder or the transactions contemplated thereby shall be brought solely Debt Financing set forth in the United States District Court for Debt Commitment Letter to an amount less than the Southern District of New York or any New York State court sitting in New York County, and each Party irrevocably consents aggregate amount necessary to consummate the Transactions pursuant to the jurisdiction terms of such courts (this Agreement and to satisfy all of the appropriate appellate courts therefrom) in any such Action and irrevocably waivesBuyer’s obligations under the Transaction Documents, to including the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying payment of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, Final Purchase Price and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other courtamounts required to be paid in connection with the consummation of the Transactions, (eB) only Acuren (including adversely impact the ability of the Buyer to enforce its successors and assigns) and rights against the other parties to the Debt Commitment Letter at their own direction shall be permitted or the Definitive Agreements, (C) expand the conditions precedent or other contingencies to bring any Action against the funding of the Debt Financing Sources for failing on or prior to satisfy the Closing Date contained in the Debt Commitment Letter as in effect as of the date hereof so long as the requirements of this proviso are satisfied or (D) prevent or materially delay the consummation of the Transactions (it being understood that nothing herein shall prevent the Buyer from amending the Commitment Letter to add agents, co-agents or arrangers as contemplated in the Commitment Letter). (b) The Buyer shall give the Seller prompt notice upon becoming aware of any obligation breach of the Debt Commitment Letter by a party to fund the Debt Commitment Letter or any termination of the Debt Commitment Letter or any Fee Letter. The Buyer shall keep the Seller informed on a timely basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and any material developments relating to the Debt Financing and shall not permit any amendment, supplement or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter or the Fee Letter without Seller’s prior written consent, except as otherwise permitted under Section 6.8(a)(iii) above. In the event that the Buyer becomes aware of any event or circumstance that makes procurement of all or any portion of the Debt Financing unlikely to occur in the manner or from the sources contemplated in, or pursuant to the terms (including the “market flex” provisions) and conditions of, the Debt Commitment Letter and any Fee Letter, the Buyer shall immediately notify the Seller, and the Buyer shall use its reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event or circumstance, replacement commitments (other than amounts that are replaced by the Buyer’s cash on hand) from alternate sources (such portion from alternate sources, the “Alternate Financing”) on terms and conditions that are not materially less favorable in the aggregate to the Buyer than those contained in the Debt Commitment Letter and the Fee Letter; provided, however, that such Alternate Financing shall not (i) be subject to any additional or modified conditions or other contingencies to the funding of the Debt Financing on the Closing Date other than those contained in the Debt Commitment Letters and Letter or (fii) otherwise be reasonably likely to prevent or materially delay the Closing or the date on which the Debt Financing Sources are express and intended third-party beneficiaries of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15would be obtained. Notwithstanding anything The Buyer shall deliver to the contrary contained hereinSeller complete and correct copies of all amendments, no modificationsupplements, waiver other modifications or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and agreements pursuant to which any provision of this Agreement Alternate Financing shall be made available to the extent a modificationBuyer. (c) Prior to the Closing, waiver the Seller shall use all reasonable best efforts to provide, and shall cause its Affiliates to use all reasonable best efforts to provide, in connection with the arrangement of the Debt Financing or termination any offering of such provision would modify senior secured notes, at the substance of any such Section) Buyer’s expense all reasonable cooperation requested by the Buyer that is adverse customary in connection with the arrangement of debt financing for transactions that are substantially similar to the transactions contemplated by the Transaction Documents, including using all reasonable best efforts to (i) provide promptly, and in any Debt Financing Source shall be effective as to any Debt Financing Source without event no later than thirty (30) days after the prior written consent date hereof, an audited, combined balance sheet of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, the Selling Group with respect to the matters referenced hereinBusiness for the fiscal year ended on January 1, supersede 2013, which balance sheet shall either be added to the financial statements provided under Section 4.4 (with any provision necessary updates to the footnotes thereto) or attached as supplemental information to the financial statements provided under Section 4.4, as the Buyer may elect, (ii) provide unaudited consolidated balance sheets and related unaudited statements of operations, changes in parent company investment and cash flows, in each case prepared in accordance with GAAP, of the Selling Group with respect to the Business for each fiscal quarter (other than the fourth fiscal quarter) ended after January 2, 2015, and cause the Selling Group’s accountants to conduct a review of such quarterly financial statements and the corresponding period in the previous fiscal year, in accordance with applicable accounting standards), in each case no later than 45 days after the end of such fiscal quarter, (iii) cooperate with the Buyer and provide assistance to the Buyer in connection with the preparation of a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of Buyer, as of the end of or for the latest four-fiscal quarter period most recently ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transactions as if they had occurred as of the end of such period (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations, which need not to include adjustments for purchase accounting or be prepared in compliance with Regulation S-X under the Securities Act of 1933), provided that the Seller and the Selling Group shall not be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for any pro formas or projected financial information identified therein, (iv) provide such other financial and other pertinent information regarding the Acquired Assets or the Business as may be reasonably requested in writing by the Buyer or its Lenders in order to consummate the Debt Financing necessary to satisfy the conditions to the availability of the Debt Financing set forth in the Debt Commitment Letter, including but not limited to the ability of the Lenders to conduct field exams and inventory appraisals, and including such financial data of the type and form (including pro forma financial data) customarily included in offering memoranda, private placement memoranda and similar documents customarily used in Rule 144A “for life” offerings of non-convertible debt securities as may be reasonably required by the Buyer or its Lenders to consummate an offering of senior secured notes, in form and substance necessary to assist in receiving customary “comfort” (including customary “negative assurances”) from independent accountants, (v) participate in a reasonable number of informational meetings, due diligence sessions, rating agency or other presentations or road shows in connection with the Debt Financing or any offering of senior secured notes, (vi) assist in the preparation of customary material for rating agency presentations, bank information memoranda, offering documents, private placement memoranda and similar documents required in connection with the Debt Financing or any offering of senior secured notes, (vii) request required consents of the Selling Group’s accountants for use of their reports in any materials relating to the Debt Financing (or any offering of senior secured notes) where the inclusion of such reports is necessary and cause such accountants to provide customary comfort letters and customary representation letters in connection with the Debt Financing (or any offering of senior secured notes) in accordance with normal practice for transactions of this type and (viii) take such other actions reasonably requested by the Buyer or its Lenders to facilitate the satisfaction of all conditions to the Debt Financing that are within its control, it being understood and agreed that information and documents provided by the Seller may be delivered to agents and lenders under the Debt Commitment Letter and their representatives (subject to customary arrangements for confidentiality that are substantially similar to the provisions in the Confidentiality Agreement, including the Buyer providing prior written notice of disclosure to the Seller), provided that (A) such requested cooperation does not (w) unreasonably interfere with the ongoing operations of the Selling Group or the Business, (x) cause any representation, warranty, covenant or other term in this Agreement to be breached, (y) cause any closing condition set forth in Article 8 or Article 9 to fail to be satisfied or (z) result in any employee, officer or director of the contrarySeller, the Selling Group or the Business incurring any personal liability (as opposed to liability in his or her capacity as an officer of such Person) with respect to any matters related to the Debt Financing, (B) neither the Seller nor any Affiliate of the Seller shall be required to pay any commitment or other fee or incur any other liability or obligation in connection with the Debt Financing or to take any action that would be prohibited by any applicable Law or cause a default of, or breach under, or otherwise violate any Material Contract and (C) nothing in this Section 6.8(c) shall be construed as requiring the Seller to provide financial information other than the financial information described in or specifically set forth in clauses (i), (ii) (iii) and (iv) above. The Buyer shall promptly, upon request by the Seller, reimburse the Seller for all reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Seller or any of its Affiliates in connection with the cooperation of the Seller and its Affiliates contemplated by Section 4.4 and shall indemnify and hold harmless the Seller and its Affiliates and their respective directors, officers, employees and representatives from and against any and all Indemnifiable Losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith; provided, however, that the foregoing indemnification shall not include Indemnifiable Losses resulting from the bad faith, gross negligence or willful misconduct of the Seller, its Affiliates, or any of their respective directors, officers, employees or representatives. Buyer acknowledges and agrees that, except as otherwise expressly provided in this Section 6.8(c), the Seller and its Affiliates and representatives have no responsibility for any financing (including, for the avoidance of doubt, the Debt Financing and the Alternate Financing) that Buyer may raise in connection with the transactions contemplated hereby. (d) For purposes of this Section 6.8, the term “Debt Financing” shall also be deemed to include any Alternate Financing and the term “Debt Commitment Letter” shall also be deemed to include any commitment letter (or similar agreement) with respect to such Alternate Financing.

Debt Financing. The Parties hereby agree that (a) Parent shall use its reasonable best efforts to take (and shall cause Merger Sub to take), or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and complete the Parent Debt Financing on or before the Closing on the terms and conditions described in the Debt Commitment Letter (as amended, supplemented, modified, replaced, terminated, reduced or waived in accordance with Section 5.21(b)), including using reasonable best efforts to: (i) cause Merger Sub to comply with its obligations under and maintain in effect the Debt Commitment Letter, and, once entered into, the Parent Debt Financing Agreements with respect thereto; (ii) negotiate Parent Debt Financing Agreements with respect to the Parent Debt Financing on terms and conditions consistent in all material respects with those contained in the Debt Commitment Letter (including, as necessary, the flex or similar provisions contained in any related fee letter), or on other terms no less favorable (taken as a whole) to Parent; (iii) cause Merger Sub to satisfy on a timely basis all conditions applicable to Merger Sub in the Debt Commitment Letter and any Parent Debt Financing Agreements with respect thereto; and (iv) in the event of a failure to fund by the Parent Debt Financing Sources shall not have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection accordance with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations of the Debt Financing Sources Commitment Letter that prevents, impedes or materially delays the Closing, cause Merger Sub to Acuren enforce its rights under the Debt Commitment Letter and any Parent Debt Financing Agreements with respect thereto (or any fee letters referred to thereinincluding through litigation pursued in good faith)), . (b) Parent shall not agree to or permit any amendment, supplement or other modification or replacement of, or any termination or reduction of, or grant any waiver of, any condition, remedy or other provision under the Debt Commitment Letter (or any fee letters referred to therein) shall be governed by and construed in accordance with without the Laws prior written consent of the State of New YorkCompany (such consent not to be unreasonably withheld, regardless conditioned or delayed) if such amendment, supplement, modification, replacement, termination, reduction or waiver would or would reasonably be expected to (i) materially delay or prevent the Closing, (ii) reduce the aggregate amount of the Laws that might otherwise govern under applicable principles of conflicts of law thereofParent Debt Financing to an amount which is insufficient for Parent to fund the Parent Required Amount upon the terms contemplated by this Agreement on the Closing Date, (ciii) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCINGimpose new or additional conditions or otherwise expand, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) amend or modify any Action that may arise pursuant of the conditions to the receipt of the Parent Debt Financing, the Debt Commitment Letter (or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting each case, in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) a manner that could adversely impact in any such Action and irrevocably waives, material respect the ability of Merger Sub to obtain the fullest extent permitted by Law, any objection that it may now Parent Debt Financing or hereafter have to the laying of the venue of any such Action (iv) adversely impact in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any material respect the ability of Merger Sub to enforce its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and rights against the other parties to the Debt Commitment Letter at their own direction shall be permitted to bring any Action against Letter; it being understood that notwithstanding the foregoing Merger Sub may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement. Upon any amendment, supplement, modification, replacement, termination, reduction or waiver of the Debt Commitment Letter in accordance with this Section 5.21(b), Parent shall deliver a copy thereof to the Company (such commitment letter, a “Replacement Commitment Letter”) and (i) references herein to “Debt Commitment Letter” shall include such documents as amended, supplemented, modified, replaced, terminated, reduced or waived in compliance with this Section 5.21(b) and (ii) references to the “Parent Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as amended, supplemented, modified, replaced, terminated reduced or waived in compliance with this Section 5.21(b); provided, that, subject to Section 5.23, it is understood and agreed that any Debt Commitment Letter may be replaced by the Parent Spinco Replacement Commitment Letter in connection with the Parent Spin and in such instance, references herein to “Debt Commitment Letter” shall include the Parent Spinco Replacement Commitment Letter. (c) Notwithstanding Section 5.21(b) above, in the event any portion of the Parent Debt Financing Sources for failing becomes or would reasonably be expected to satisfy any obligation become unavailable on the terms and conditions contemplated in the Debt Commitment Letter, (A) Parent shall promptly notify the Company and (B) Merger Sub shall use its reasonable best efforts to arrange and obtain alternative financing from alternative sources (the “Parent Alternate Financing”) (x) on conditions not less favorable to Merger Sub (taken as a whole) than the Debt Commitment Letter and (y) at least equal to the amount of such portion of the Debt Commitment Letter, together with currently available cash and cash equivalents, in an amount sufficient to fund the Parent Required Amount. Copies (redacted for provisions related to fee amounts, market flex provisions and other economic terms to the extent required by the applicable Parent Debt Financing pursuant Sources) of any new financing commitment letter (including any fee letter referenced in such Debt Commitment Letter) shall be promptly provided to the Company. In furtherance of, and not in limitation of, the foregoing, in the event that any portion of the Parent Debt Financing becomes unavailable, regardless of the reason therefor, but any bridge facilities contemplated by the Debt Commitment Letter (or alternative bridge facilities obtained in accordance with this Section 5.21(c)) are available on the terms and conditions described in the Debt Commitment Letter (or replacements thereof), then Parent shall cause the proceeds of such bridge financing to be used in lieu of such contemplated Parent Debt Financing as promptly as practicable. In the event any Parent Alternate Financing is obtained in accordance with this Section 5.21, any reference in this Agreement to “Debt Commitment Letter” or “Parent Debt Financing” shall include the debt financing contemplated by such Parent Alternate Financing. Except as provided elsewhere in this Section 5.21 and subject to the limitation in Section 5.21, nothing contained in this Agreement shall prohibit Parent or Merger Sub from entering into Parent Debt Financing Agreements relating to the Parent Debt Financing; provided, that such Parent Debt Financing Agreements may only contain other conditions if such Parent Debt Financing Agreements do not result in a reduction or replacement of the Debt Commitment Letter prior to the funding of the Parent Debt Financing under such Parent Debt Financing Agreements. (d) Parent shall (i) give the Company prompt written notice of any default, breach or threatened breach in writing by any party to the Debt Commitment Letter or Parent Debt Financing Agreements related thereto of which Parent or any of its Representatives or Affiliates becomes aware or any termination or threatened termination in writing thereof (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Commitment Letters Letter or Parent Debt Financing Agreements), and (fii) otherwise keep the Company reasonably informed of the status of its efforts to arrange the Parent Debt Financing. (e) In the event any Parent Debt Financing Sources are express is funded in advance of the Closing Date, Merger Sub shall keep and intended third-party beneficiaries of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15. Notwithstanding anything maintain at all times prior to the contrary contained hereinClosing Date the proceeds of such Parent Debt Financing available for the purpose of funding the transactions contemplated by the Transaction Agreements and such proceeds shall be maintained as unrestricted cash or cash equivalents, no modificationfree and clear of all Encumbrances; provided, waiver that if the terms of such Parent Debt Financing requires the proceeds of such Parent Debt Financing to be held in escrow (or termination similar arrangement) pending the consummation of Section 5.10the transactions contemplated under this Agreement, Section 7.3(j)then such proceeds may be held in escrow, Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision of this Agreement solely to the extent a modification, waiver or termination the conditions to the release of such provision would modify funds (taken as a whole) are no more onerous than the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contraryCommitment Letter.

Debt Financing. The Parties hereby agree that Notwithstanding anything herein to the contrary, Seller (solely in respect of itself and the Other Seller Group Entities) and Everen (solely in respect of itself): (a) the Debt Financing Sources shall not have agree that any liability (Action of any kind or description, whether in contract or in torttort or otherwise, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations of involving the Debt Financing Sources Sources, arising out of or relating to Acuren under this Agreement, the Debt Commitment Letter (Letters or the Debt Financing or any fee letters referred to therein)), (b) the other Debt Commitment Letter (Documents or any fee letters referred to therein) of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be governed by and construed in accordance with subject to the Laws exclusive jurisdiction of the Supreme Court of the State of New York, regardless County of the Laws that might otherwise govern New York, or, if under applicable principles of conflicts of law thereofexclusive jurisdiction is vested in the federal courts, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to the Debt Financing, the Debt Commitment Letter (or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, (and appellate courts thereof) and each Party party hereto irrevocably consents submits itself and its property with respect to any such Action to the exclusive jurisdiction of such courts court; (and of the appropriate appellate courts therefromb) in agree that any such Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable Debt Commitment Letter or other applicable definitive document agreement relating to the Debt Financing; (c) agree not to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and irrevocably waivessubmits itself and its property with respect to any such proceeding to the exclusive jurisdiction of such courts; (d) irrevocably waive, to the fullest extent permitted by Law, any objection that it may now or hereafter have effectively do so, the defense of an inconvenient forum to the laying maintenance of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and the other parties to the Debt Commitment Letter at their own direction shall be permitted to bring any Action against the Debt Financing Sources for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letters and (f) the Debt Financing Sources are express and intended third-party beneficiaries of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15. Notwithstanding anything to the contrary contained herein, no modification, waiver or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.;

Debt Financing. The Parties hereby agree that (a) It is acknowledged that (x) Parent intends to, either directly or indirectly through an Affiliate of Parent, obtain certain senior debt financing(s) (collectively, the “Debt Financing”) in connection with the transactions contemplated under this Agreement on the Closing Date and (y) on and after the date of this Agreement, in connection with any such Debt Financing, Parent and/or its Affiliates may obtain commitments for such Debt Financing Sources and enter into certain commitment letters in respect thereof (each such commitment letter, together with all exhibits, schedules and annexes thereto, and fee letters executed in connection therewith, in each case, as amended, restated, modified or otherwise supplemented from time to time, a “Debt Commitment Letter”). The terms and conditions of any Debt Financing and any Debt Commitments Letters shall be solely determined by the parties to the applicable Debt Financing and/or Debt Commitment Letters, as applicable, and, for the avoidance of doubt, the Company and its Subsidiaries shall not have any liability right of consent with respect thereto (whether and such terms and conditions need not be acceptable to the Company and its Subsidiaries). Nothing in contract this Agreement restricts Parent’s or in tort, in law or in equityMerger Sub’s ability to enter into any such Debt Commitment Letters, or granted by statute) for other documentation, with respect to any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations of the Debt Financing Sources to Acuren under the Debt Commitment Letter (or any fee letters referred to therein)), (b) the Debt Commitment Letter (or any fee letters referred to therein) shall be governed by and construed in accordance with the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof, (c) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) any Action that may arise pursuant to the Debt Financing. Parent and Merger Sub may amend, the Debt Commitment Letter (restate, supplement or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it will not, and will not support any of its Affiliates in bring, any Action in any other court, (e) only Acuren (including its successors and assigns) and the other parties to the Debt Commitment Letter at their own direction shall be permitted to bring any Action against the Debt Financing Sources for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of otherwise modify the Debt Commitment Letters and (f) or the documentation related to the Debt Financing Sources are express and intended third-party beneficiaries of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15at any time without limitation. Notwithstanding anything else provided in this Agreement, Parent and Merger Sub shall have no obligation to the contrary contained hereinprovide any updates, no modification, waiver notice or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any Debt Financing Source without the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, other information with respect to the matters referenced hereinDebt Financing and/or the Debt Commitment Letters, supersede as applicable, to the Company or its Subsidiaries. If all or any provision portion of any Debt Financing becomes unavailable (including, without limitation, on the terms and conditions contemplated in a Debt Commitment Letter) the Parent may, but shall in no way be obligated or required under this Agreement to, arrange replacement debt financing in respect thereof and obtain any new debt financing commitment letter(s) with respect thereto. Notwithstanding anything in this Agreement to the contrary, each of Parent and Merger Sub expressly acknowledges and agrees that neither the availability nor terms of the Debt Financing are conditions to the obligations of Parent and Merger Sub to consummate the Merger. (b) Prior to Closing, the Company agrees to use its reasonable best efforts to provide (and to cause the Company Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives to provide) Parent and Merger Sub with such cooperation that is reasonably necessary or customary in connection with the Debt Financing as may be reasonably requested by Parent. Such cooperation shall include reasonable best efforts in respect of the following: (i) participation in, and assistance with, as applicable, the Marketing Efforts related to the Debt Financing; (ii) delivery to Parent, Merger Sub and the Debt Financing Sources of the Debt Financing Information and all Debt Financing Deliverables as promptly as reasonably practical following Parent’s request; (iii) customary assistance to Parent in the preparation of the Debt Financing Documents (in each case, including any exhibits and schedules thereto); (iv) taking such actions as are reasonably requested by Parent or Merger Sub to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Debt Financing that are within the Company’s or any Company Subsidiary’s control; (v) upon reasonable request, to identify any material non-public information contained in the Marketing Materials and comply with Regulation FD to the extent applicable to such material non-public information (provided, that the Company shall be under no obligation to publicly disclose any material non-public information if, in the reasonable discretion of the Company, it determines that it is inappropriate to do so); and (vi) deliver such due diligence materials as is reasonably available to it and as is reasonably requested by Parent and customarily delivered in connection with procuring and entering into any Debt Commitment Letters, any documentation and agreements with respect to the Debt Financing and in connection with the Marketing Materials; (vii) provided that (A) no agreement executed by the Company or any of the Company Subsidiaries shall be effective until the Effective Time and none of the Company or any of the Company Subsidiaries shall be required to take any action under any such agreement that is not contingent upon the Closing or that would be effective prior to the Effective Time (provided that the Company will execute customary authorization letters required by the Debt Financing Sources in connection with the Debt Financing) and (B) the foregoing provisions shall not require cooperation to the extent it would (i) interfere unreasonably with the business or operations of the Company or the Company Subsidiaries, (ii) result in the Company or the Company Subsidiaries paying any commitment or other fee prior to the Effective Time, (iii) cause any condition to Closing set forth in Sections 7.01 or 7.03 to not be satisfied or otherwise cause any breach of this Agreement (including any representations or warranties thereunder), (iv) cause the Company or the Company Subsidiaries to incur liability in connection with the Debt Financing prior to the Effective Time, (v) cause any director, officer or employee of the Company or the Company Subsidiaries to incur any personal liability (including that none of the boards of directors (or equivalent bodies) of the Company and the Company Subsidiaries as constituted prior to the Effective Time shall be required to enter into any resolutions or take similar action approving the Financing), (vi) result in the contravention of, or that could reasonably be expected to result in a violation or breach of, or a default under, any Laws or under any material Contract to which the Company or any Company Subsidiary is a party in effect on the date hereof, (vi) require the Company to provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any Company Subsidiaries or would otherwise be restricted from disclosure in accordance with the proviso in Section 6.02 or (vii) require the Company to prepare separate financial statements or any other information of the type required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X prior to the Effective Time for any Company Subsidiary or any subsidiary or other investment that is not consolidated or any other affiliate of the Company. (c) The Company hereby consents to the use of all of its and the Company Subsidiaries’ logos in connection with the Debt Financing, in accordance with customary practice and subject to any reasonable restrictions that the Company may impose; provided that the logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company and the Company Subsidiaries or the reputation or the goodwill of the Company and the Company Subsidiaries. (d) All non-public or otherwise confidential information regarding the Company obtained by Parent or Merger Sub or any of their respective Representatives pursuant to this Section 5.06 shall be kept confidential in accordance with the Confidentiality Agreement; provided that the Company agrees that Parent and Merger Sub may share non-public or otherwise confidential information with the Debt Financing Sources (including potential Debt Financing Sources) and ratings agencies in connection with the Marketing Efforts relating to the Debt Financing if the recipients of such information agree to customary confidentiality arrangements, including “click through” confidentiality agreements and confidentially provisions contained in customary bank books, provided that the Company has, prior to any such disclosure by Parent and Merger Sub, had an opportunity to review such confidentiality agreements and confidentiality provisions and such agreements or provisions provide confidentiality obligations under Regulation FD. (e) Parent shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries in connection with the cooperation contemplated by Section 5.06(b). (f) Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, its Affiliates and its Representatives from and against any and all liabilities, obligations, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Debt Financing and the provision of any information utilized in connection therewith and the delivery of the payoff letters pursuant to Section 2.02(j) (other than arising from (i) fraud or intentional misconduct by the Company or its Subsidiaries or (ii) any written information, including financial statements, provided by the Company or any of its Subsidiaries for use in connection with the Debt Financing). The foregoing indemnification obligation shall survive the Closing and any termination of this Agreement.

Debt Financing. The Parties hereby agree that (a) Parent 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 Sources shall not have on the terms (including any liability “market flex” provisions) and subject only to the conditions set forth in the Debt Commitment Letter as promptly as practicable, including to (whether i) maintain in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection effect and comply with or related in any manner the Debt Commitment Letter and the definitive agreements relating to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 8.15 shall limit the liability or obligations of the Debt Financing Sources that are under control of Parent or any of its Subsidiaries, (ii) negotiate and enter into definitive agreements relating to Acuren 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 7.1 and Section 7.2 (other than those conditions that by their nature cannot be satisfied until the Closing) consummate the Debt Financing, and to cause the lenders and the other Persons providing the Debt Financing to provide the Debt Financing, in each case, at or prior to the Closing (and in any event prior to the Termination Date), (vii) pay, or cause to be paid, any and all commitment fees or other fees required by the 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. Parent will provide to the Company copies of all documents relating to the Debt Financing and keep the Company informed of material developments in respect of the financing process relating thereto on a current basis, including providing the Company with prompt written notice (or and, in any fee letters referred to therein))event, within twenty-four (b24) hours) after the occurrence of any of the following: (i) of any termination of (A) the Debt Commitment Letter Letter, or (B) any definitive agreement relating to all or any fee letters referred to therein) shall be governed by and construed in accordance with the Laws portion of the State Debt Financing, (ii) any actual or threatened material breach, default, termination or repudiation (or, to the Knowledge of New YorkParent, regardless 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 Laws Debt Commitment Letter or any definitive agreement relating to all or any portion of the Debt Financing by any party thereto or any event or circumstance that might otherwise govern under applicable principles makes a condition precedent to the Debt Financing unable or unlikely to be satisfied, in each case, of conflicts which Parent becomes aware or any termination of law thereofthe Debt Commitment Letter or any definitive agreement relating to all of any portion of the Debt Financing, (ciii) ANY ACTION THAT MAY ARISE PURSUANT TO THE DEBT FINANCINGif 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, THE DEBT COMMITMENT LETTER in the manner or from the sources contemplated by the Debt Commitment Letter or (OR ANY FEE LETTERS REFERRED TO THEREINiv) OR THE PERFORMANCE OF SERVICES THEREUNDER OR THE TRANSACTIONS CONTEMPLATED THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESthe 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, AND THEREFOREdefault, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DEBT FINANCING, THE DEBT COMMITMENT LETTER (OR ANY FEE LETTERS REFERRED TO THEREIN) OR THE PERFORMANCE OF SERVICES THEREUNDER, (d) termination or repudiation by any Action that may arise party to the Debt Commitment Letter or any definitive agreement relating to all or any portion of the Debt Financing or any provision of the financing contemplated pursuant to the Debt FinancingCommitment Letter or any such definitive agreement (including any proposal by any lender to withdraw, terminate or reduce the amount of financing contemplated by the Debt Commitment Letter, materially delay the timing of financing contemplated by the Debt Commitment Letter (or any fee letters referred to therein) or the performance of services thereunder or the transactions contemplated thereby shall be brought solely fund under terms that are materially different from those set forth in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, and each Party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, and agreed that it Debt Commitment Letter). Parent will not, and will not support permit any of its Affiliates in bringto, without the prior written consent of the Company, take any action or enter into any transaction that could reasonably be expected to impair, delay or prevent consummation of all or any portion of the Debt Financing. (b) Prior to the Closing, Parent will not agree to, or permit, any Action amendment, modification, joinder, assignment, termination or waiver of the Debt Commitment Letter or the definitive agreements with respect to the Debt Financing , or enter into any side letters or other Contracts or arrangements under or in respect of the Debt Financing, in each case, without the prior written consent of the Company if such amendment, modification, joinder, termination, waiver, side letter, Contract or arrangement (i) imposes additional or new conditions precedent to the availability of the Debt Financing or amends, modifies, expands or otherwise changes any other courtof the conditions to the funding of the Debt Financing, delays or prevents the funding of any portion of the Debt Financing on the Closing Date, (eii) only Acuren (including adversely impacts the ability of Parent to enforce its successors and assigns) and rights against the other parties to the Debt Commitment Letter at their own direction shall be permitted or the definitive agreements with respect thereto or to bring any Action against consummate the transactions contemplated by this Agreement, (iii) makes it less likely that the Debt Financing Sources for failing would be funded on the Closing Date or makes the satisfaction of the of the conditions to satisfy any obligation to fund obtaining the Debt Financing pursuant less likely to occur, (iv) reduces the terms aggregate cash amount of the funding commitment thereunder below an amount required to pay the Required Amount or (v) results in the early termination of the Debt Commitment Letters Letter. Parent shall promptly deliver to the Company copies of any amendment, modification, joinder, assignment, supplement or waiver to or under any Debt Commitment Letter entered into in accordance with this Section 6.20(b) and (f) the definitive agreements relating to the Debt Financing. (c) In the event all or any portion of the debt financing contemplated in the Debt Commitment Letter becomes or would reasonably be expected to become unavailable on the terms and conditions (including any “market flex” provisions) contemplated in the Debt Commitment Letter, the Parent shall 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 or advisable to arrange to obtain alternative debt financing from the same or alternative sources in an amount sufficient, when taken together with the available funds of the Parent, to consummate the transactions contemplated by this Agreement (“Replacement Financing”) on terms and conditions that are not materially less favorable to the Parent than the terms and conditions set forth in the Debt Commitment Letter as in effect the date hereof (taken as a whole, including any “market flex” provisions) (it being agreed that any such Replacement Financing Sources are express and intended third-party beneficiaries shall comply with the requirements set forth in clauses (i) through (iv) of Section 5.10, Section 7.3(j6.20(b), Section 8.7mutatis mutandis) as promptly as practicable following the occurrence of such event. In the event such Replacement Financing is obtained, Section 8.9, Section 8.11(c) and this Section 8.15. Notwithstanding anything to the contrary contained herein, no modification, waiver or termination of Section 5.10, Section 7.3(j), Section 8.7, Section 8.9, Section 8.11(c) and this Section 8.15 (and any provision of reference in this Agreement to the “Debt Commitment Letter” will be deemed to include the Debt Commitment Letter to the extent a modificationnot superseded by the new debt commitment letter evidencing such Replacement Financing at the applicable time and any such new debt commitment letter to the extent then in effect, waiver and any reference in this Agreement to Debt Financing means the debt financing contemplated by the Debt Commitment Letter as modified pursuant to the foregoing. Copies of the commitment letter and fee letter (with redactions related to fees, price caps, securities demand and other economic and any “market flex” provisions; provided that such redacted terms would not adversely affect the conditionality, availability or termination of such provision would modify the substance of any such Section) that is adverse to any Debt Financing Source shall be effective as to any contemplated by such commitment letter or reduce the amount of the Debt Financing Source without available to less than the prior written consent of such Debt Financing Source (on behalf of itself and/or its affiliates, as applicable). This Section 8.15 shall, amount required with respect to the matters referenced herein, supersede any provision of this Agreement Debt Financing to consummate the transactions contemplated hereby) for the Replacement Financing shall be promptly provided to the contraryCompany.