Common use of Debt Financing Clause in Contracts

Debt Financing. (a) Parent has delivered to the Partnership a true and complete copy of a fully executed debt commitment letter dated as of the date hereof, together with all schedules, exhibits, annexes and term sheets attached thereto, pursuant to which the Debt Financing Sources party thereto have committed to provide to Merger Sub, subject to the terms and conditions therein, debt financing in the aggregate amount set forth therein (the “Debt Financing”) with only fee amounts and other customary commercially sensitive terms redacted, none of which redacted provisions could affect the conditionality, enforceability, availability or aggregate principal amount of the Debt Financing (the “Debt Commitment Letter”). As of the date of this Agreement, the Debt Commitment Letter in the form delivered to the Partnership has not been amended or modified, no such amendment or modification is contemplated and none of the obligations and commitments contained in such Debt Commitment Letter have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. Neither Parent, Merger Sub nor any of their Affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing other than as set forth in the Debt Commitment Letter provided to the Partnership pursuant to this Section 4.6. Assuming the accuracy of the representations and warranties set forth in Section 3.2(a) and compliance by the Partnership with Sections 5.2(b)(i) and 5.13, the Debt Financing, when funded in accordance with the Debt Commitment Letter, together with cash on hand of Parent and its Subsidiaries, will provide Parent and Merger Sub with sources of immediately available funds in the aggregate sufficient for Parent and Merger Sub to pay the aggregate Merger Consideration and any other amount required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions. (b) The Debt Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent, each of the other parties thereto, except as enforcement may be limited by and subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach by Parent or any of its Subsidiaries or, to the Knowledge of Parent, any other party thereto, of any term of the Debt Commitment Letter. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2 and the performance by the Partnership of its obligations under this Agreement, Parent does not have any reason to believe that any party to the Debt Commitment Letter will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by it, that the conditions to the Debt Financing in the Debt Commitment Letter will not otherwise be satisfied or that the full amount of the Debt Financing will not be available on the Closing Date. The only conditions precedent or other contingencies related to the obligations of the Debt Financing Sources party to the Debt Commitment Letter to fund the full amount of the Debt Financing are those expressly set forth in the Debt Commitment Letter. As of the date of this Agreement, there are no side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) or commitments to enter into side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) to which Parent, Merger Sub or any of their Affiliates is a party related to the Debt Financing other than as expressly contained in the Debt Commitment Letter and delivered to the Partnership prior to the date of this Agreement. For the avoidance of doubt, in no event shall the receipt or availability of any funds or financing by or to Parent, Merger Sub or any Affiliate of Parent or Merger Sub be a condition to any obligations of the Sponsor Entities hereunder.

Debt Financing. (a) Parent The Company has delivered to Investor and the Partnership a true Lien Purchasers complete and complete copy correct copies of (i) a fully executed debt commitment letter dated as of from the date hereof, together with all schedules, exhibits, annexes and term sheets attached thereto, pursuant to which the Debt Financing Sources party thereto have committed to provide to Merger Sub, subject to the terms and conditions therein, debt financing in the aggregate amount set forth financial institutions named therein (the “Debt Financing”) with only fee amounts and other customary commercially sensitive terms redacted, none of which redacted provisions could affect the conditionality, enforceability, availability or aggregate principal amount of the Debt Financing (the “Debt Commitment Letter”), together with any related fee letter(s) (the “Fee Letter(s)),” pursuant to which such financial institutions (the “Financing Source”) have committed, upon the terms and subject to the conditions set forth therein, to enter into the Amended and Restated Credit Agreement. As of the date of this Agreement, hereof the Debt Commitment Letter in the form delivered to the Partnership has not been amended or modified, no such amendment or modification is contemplated and none of the obligations and commitments contained in such Debt Commitment Letter have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. Neither Parent, Merger Sub nor any of their Affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing other than as set forth in the Debt Commitment Letter provided to the Partnership pursuant to this Section 4.6. Assuming the accuracy of the representations and warranties set forth in Section 3.2(a) and compliance by the Partnership with Sections 5.2(b)(i) and 5.13, the Debt Financing, when funded in accordance with the Debt Commitment Letter, together with cash on hand of Parent and its Subsidiaries, will provide Parent and Merger Sub with sources of immediately available funds in the aggregate sufficient for Parent and Merger Sub to pay the aggregate Merger Consideration and any other amount required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions. (b) The Debt Commitment Letter is in full force and effect and is the legal, valid, constitutes a valid and binding and enforceable obligation of Parent the Company and, to the Knowledge of Parent, each knowledge of the other Company, the Financing Sources, enforceable against such parties theretoin accordance with its terms, except as enforcement may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors’ rights generally, and subject to principles of equity and public policy. All fees (including amounts previously owed but unpaid) required to be paid in connection with the Bankruptcy Commitment Letter have either been paid in full prior to the date hereof or are fully set forth in the Commitment Letter (or the Fee Letter(s)) and Equity Exceptionwill be duly paid in full or waived, as applicable, as and when due and the Company has otherwise satisfied all of the other terms and conditions required to be satisfied by it pursuant to and at the times required as set forth in the Debt Commitment Letter (or the Fee Letter(s)) on or prior to the date hereof. The Debt Commitment Letter and the Fee Letter(s) have not been amended, modified or terminated on or prior to the date hereof and no such amendment, modification or termination is contemplated as of the date hereof, and any such amendment, modification or termination on or after the date hereof shall not be effective unless consented to in writing by Investor (and by Vital to the extent any such amendment, modification or termination, or the direct or indirect effects thereof, is adverse to Vital or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and Vital; and by TopLids to the extent any such amendment, modification or termination is adverse to TopLids or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and TopLids). As of the date of this Agreement, hereof no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default or breach by Parent or any of its Subsidiaries or, to the Knowledge of Parent, any other party thereto, of any term of Company under the Debt Commitment Letter. As The execution of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 6.1 Amended and Section 6.2 and the performance by the Partnership of its obligations under this Agreement, Parent does not have any reason Restated Credit Agreement is subject to believe that any party to the Debt Commitment Letter will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by it, that the conditions to the Debt Financing in the Debt Commitment Letter will not otherwise be satisfied or that the full amount of the Debt Financing will not be available on the Closing Date. The only no conditions precedent or other contingencies related to the obligations of the Debt Financing Sources party to the Debt Commitment Letter to fund the full amount of the Debt Financing are than those expressly set forth in the Debt Commitment Letter. As copies of the date of this Agreement, there are no side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) or commitments to enter into side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) to which Parent, Merger Sub or any of their Affiliates is a party related to the Debt Financing other than as expressly contained in the Debt Commitment Letter and delivered by the Company to the Partnership Investor prior to the date of this Agreement. For the avoidance of doubt, in no event shall the receipt or availability of any funds or financing by or to Parent, Merger Sub or any Affiliate of Parent or Merger Sub be a condition to any obligations of the Sponsor Entities hereunderhereof.

Debt Financing. (a) Parent has delivered to the Partnership a Company Parties true and complete copy copies of a fully executed debt commitment letter letters (including all exhibits, schedules, annexes, supplements and term sheets forming part thereof) addressed to Parent, dated as of the date hereof, together with all schedules, exhibits, annexes and term sheets attached thereto, pursuant to which the Debt Financing Sources party thereto have committed to provide to Merger Sub, subject to the terms and conditions therein, debt financing in the aggregate amount set forth therein (the “Debt Financing”) with only fee amounts and other customary commercially sensitive terms redacted, none of which redacted provisions could affect the conditionality, enforceability, availability or aggregate principal amount of the Debt Financing hereof (the “Debt Commitment Letter”). As , from HPSIP (acting through such of the date of this Agreementits affiliates, affiliated or managed funds and separately managed accounts as it deems appropriate, collectively, the Debt Commitment Letter in “Lenders”), a copy of which is attached hereto as Exhibit F, pursuant to which the form delivered Lenders have committed, upon the terms and subject only to the Partnership has not been amended or modified, no such amendment or modification is contemplated and none of the obligations and commitments contained in such Debt Commitment Letter have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. Neither Parent, Merger Sub nor any of their Affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing other than as express conditions set forth in therein, to provide Parent with debt financing for the Debt Commitment Letter provided to the Partnership pursuant to this Section 4.6. Assuming the accuracy of the representations and warranties purposes set forth in Section 3.2(a) and compliance by therein, including to support the Partnership with Sections 5.2(b)(i) and 5.13, transactions contemplated hereby (the “Debt Financing, when funded in accordance with the Debt Commitment Letter, together with cash on hand of Parent and its Subsidiaries, will provide Parent and Merger Sub with sources of immediately available funds in the aggregate sufficient for Parent and Merger Sub to pay the aggregate Merger Consideration and any other amount required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions”). (b) The Debt Commitment Letter is the legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto, is in full force and effect and is the legal, valid, binding and enforceable obligation of against Parent and, to the Knowledge knowledge of Parent, each of the other parties thereto, in accordance with its terms, except as enforcement enforceability may be limited by and subject bankruptcy, insolvency, reorganization, moratorium or other requirements of Law relating to or affecting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought at law or in equity). (c) Except as set forth in the Debt Commitment Letter, there is no condition precedent to the Bankruptcy and Equity Exception. obligations of the Lenders to fund the Debt Financing or, as of the date hereof, any other written agreements, side letters or arrangements to which Parent or any of its Affiliates is party relating to the Debt Financing that contain any conditions precedent to the funding of the Debt Financing or permit the imposition of new or additional conditions precedent or the expansion of any existing conditions precedent to the funding of the Debt Financing. (d) As of the date hereof, (i) the Debt Commitment Letter has not been amended or modified (and no such amendment or modification is contemplated as of this Agreementthe date hereof) and (ii) the respective commitments set forth in the Debt Commitment Letter have not been withdrawn or rescinded in any respect (and no such withdrawal or rescission is contemplated as of the date hereof), in the case of each of clauses (i) and (ii), in a manner that would reasonably be expected to materially adversely affect the amount or availability of the Debt Financing on the Closing Date. Assuming the accuracy of the information provided to Parent or its Affiliates by or on behalf of the Company Parties or any of its Affiliates, as of the date hereof, no event has occurred whichwhich would result in any breach by Parent of, or constitute a default by Parent under (or an event which with notice or without notice, lapse of time or both, both would or would reasonably be expected to constitute a default or breach by Parent or any of its Subsidiaries default), the Debt Commitment Letter or, to the Knowledge knowledge of Parent, any other party thereto, of any term Parent otherwise materially adversely affect the availability of the Debt Commitment Letter. As of Financing on the date of this Agreement, Closing Date (assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2 and Article VI). As of the performance by the Partnership of its obligations under this Agreementdate hereof, Parent does (i) is not have aware of any fact or occurrence that makes any of the representations or warranties of Parent in the Debt Commitment Letter inaccurate in any material respect, (ii) has no reason to believe that any party to the Debt Commitment Letter it will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required closing to be satisfied by it, that the conditions to the Debt Financing it or its Affiliates contained in the Debt Commitment Letter will not otherwise be satisfied or and (iii) has no reason to believe that the full amount any portion of the Debt Financing will not be made available to Parent on the Closing Date. The only conditions precedent or other contingencies related to the obligations Date (assuming satisfaction of the Debt Financing Sources party conditions set forth in Article VI), including any reason to believe that any of the Lenders will not perform their respective funding obligations under the Debt Commitment Letter to fund the full amount of the Debt Financing are those expressly set forth in the Debt Commitment Letter. As of the date of this Agreement, there are no side letters or other Contracts, arrangements or understandings (whether oral or written accordance with its terms and whether or not legally binding) or commitments to enter into side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) to which Parent, Merger Sub or any of their Affiliates is a party related to the Debt Financing other than as expressly contained in the Debt Commitment Letter and delivered to the Partnership prior to the date of this Agreement. For the avoidance of doubt, in no event shall the receipt or availability of any funds or financing by or to Parent, Merger Sub or any Affiliate of Parent or Merger Sub be a condition to any obligations of the Sponsor Entities hereunderconditions.

Debt Financing. (a) Parent has delivered to the Partnership a true Company true, complete and complete copy correct copies of a fully an executed debt financing commitment letter dated in effect as of the date hereof, together with including all exhibits, schedules, exhibits, annexes and term sheets attached amendments thereto, and each fee letter associated therewith (collectively, the “Fee Letter,” and together with such debt financing commitment letter, the “Debt Commitment Letter”) (it being understood that the Fee Letter may be customarily redacted); provided, however, that no provisions that, or that could reasonably be expected to, adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Effective Time may be redacted) from the Lenders pursuant to which the Debt Financing Sources party thereto such Lenders have committed to provide to Merger Subthe Guarantor, subject to the terms and conditions therein, debt financing in the aggregate amount amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement, and related fees and expenses and the refinancing of certain outstanding indebtedness of the Company (the “Debt Financing”) with only fee amounts and ). There are no side letters or other customary commercially sensitive terms redactedagreements, none of which redacted provisions contracts, understandings or arrangements that could affect the conditionality, enforceability, availability or aggregate principal amount of the Debt Financing (other than as expressly set forth in the “Debt Commitment Letter”Letter and the Fee Letter delivered to the Company pursuant to this Section 4.9(a). . (b) As of the date of this Agreement, : (i) the Debt Commitment Letter in the form delivered to the Partnership has not been amended or modified, no such amendment or modification is contemplated and none of the obligations and commitments contained in such Debt Commitment Letter have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. Neither Parent, Merger Sub nor any of their Affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing other than as set forth in the Debt Commitment Letter provided to the Partnership pursuant to this Section 4.6. Assuming the accuracy of the representations and warranties set forth in Section 3.2(a) and compliance by the Partnership with Sections 5.2(b)(i) and 5.13, the Debt Financing, when funded in accordance with the Debt Commitment Letter, together with cash on hand of Parent and its Subsidiaries, will provide Parent and Merger Sub with sources of immediately available funds in the aggregate sufficient for Parent and Merger Sub to pay the aggregate Merger Consideration and any other amount required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions. (b) The Debt Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Parent Guarantor, and, to the Knowledge knowledge of Parent, each of the other parties thereto, except as enforcement may be limited by ; (ii) the Debt Commitment Letter has not been amended or modified in any respect and subject no such amendment or modification is contemplated or pending (other than amendments or modifications to the Bankruptcy Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents and Equity Exceptionsimilar entities); and (iii) the commitments contained in the Debt Commitment Letter have not been withdrawn, terminated, reduced or rescinded in any respect. As of the date of this Agreement, no event Guarantor has occurred which, with or without notice, lapse of time or both, would or would reasonably paid in full any and all fees (including commitment fees and other fees) required to be expected to constitute a default or breach by Parent or any of its Subsidiaries or, to the Knowledge of Parent, any other party thereto, of any term of paid under the Debt Commitment Letter. Letter that are payable on or prior to the date of this Agreement. (c) As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2 and the performance by the Partnership of its obligations under this Agreement, Parent does not have any reason to believe that any party to the Debt Commitment Letter will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by it, that the conditions to the Debt Financing in the Debt Commitment Letter will not otherwise be satisfied or that the full amount of the Debt Financing will not be available on the Closing Date. The only there are no conditions precedent or other contingencies (including pursuant to any “flex” provisions in the Fee Letter or otherwise) related to the obligations funding of the full amount (or any portion) of the Debt Financing Sources party to the Debt Commitment Letter to fund the full amount of the Debt Financing are those except as expressly set forth in the Debt Commitment Letter. As of the date of this Agreement, there are no side letters event has occurred which (with or other Contractswithout notice, arrangements lapse of time or understandings (whether oral or written and whether or not legally bindingboth) or commitments could reasonably be expected to enter into side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) constitute a failure to which Parent, Merger Sub satisfy a condition precedent by Guarantor or any of their Affiliates is a party related to its affiliates. (d) Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2 and that the Debt Financing other than as expressly contained is funded in accordance with the Debt Commitment Letter Letter, the net proceeds contemplated by the Debt Commitment Letter, together with any cash on the balance sheet of the Company, will, in the aggregate, constitute the funds necessary to consummate the Merger and delivered the other transactions contemplated by this Agreement, including payment in cash of the aggregate Merger Consideration, refinancing of the Company’s indebtedness outstanding under the Existing Credit Agreement and amounts payable to holders of the Partnership prior to Series D Preferred Stock and the date Company Options in accordance with the terms of this Agreement. For the avoidance of doubt, in and to pay all related fees and expenses required to be paid by Parent and Merger Sub, and to perform their other respective obligations, under this Agreement. (e) In no event shall the receipt or availability of any funds or financing by or to Guarantor, Parent, Merger Sub or any Affiliate of their respective affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub hereunder. (f) Parent has caused to be a condition delivered to any the Company the original executed Payment Guarantee. Except as set forth in the Payment Guarantee, there are no conditions precedent to the obligations of the Sponsor Entities hereunderIssuing Bank to provide funds under the Payment Guarantee in accordance with the terms thereof. (g) To the knowledge of Parent, the Payment Guarantee (i) has been duly executed by the Issuing Bank and (ii) is a legal, valid and binding obligation of the Issuing Bank, and in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Laws of general applicability affecting creditors’ rights and to general equitable principles, including specific performance and injunctive and other forms of equitable relief. As of the date of this Agreement, Parent has paid in full any and all commitment fees or other fees required to be paid by the date hereof pursuant to the terms of the Payment Guarantee.

Debt Financing. (a) Parent Buyer has delivered to the Partnership Company a true true, complete and complete fully executed copy of a fully executed debt commitment letter dated as of the date hereof(including all related exhibits, together with all schedules, exhibitsannexes, annexes supplements and term sheets attached thereto, pursuant and as amended from time to which time after the date hereof in compliance with Section 6.9, the “Debt Commitment Letter”) from the Debt Financing Sources party thereto have committed identified therein confirming their respective commitments to provide to Merger Sub, subject to Buyer or the terms and conditions therein, Debt Financing Subsidiary with debt financing in connection with the aggregate transactions contemplated hereby in the amount set forth therein (the “Debt Financing”) with only fee amounts and other customary commercially sensitive terms redacted, none of which redacted provisions could affect the conditionality, enforceability, availability or aggregate principal amount of the Debt Financing (the “Debt Commitment Letter”). As of the date of this Agreement, the Debt Commitment Letter in the form delivered to the Partnership has not been amended or modified, no such amendment or modification is contemplated and none of the obligations and commitments contained in such Debt Commitment Letter have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. Neither Parent, Merger Sub nor any of their Affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing other than as set forth in the Debt Commitment Letter provided to the Partnership pursuant to this Section 4.6. Assuming the accuracy of the representations and warranties set forth in Section 3.2(a) and compliance by the Partnership with Sections 5.2(b)(i) and 5.13, the Debt Financing, when funded in accordance with the Debt Commitment Letter, together with cash on hand of Parent and its Subsidiaries, will provide Parent and Merger Sub with sources of immediately available funds in the aggregate sufficient for Parent and Merger Sub to pay the aggregate Merger Consideration and any other amount required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions. (b) The Debt Commitment Letter is in full force and effect and is the legal, valid, valid and binding and enforceable obligation of Parent Buyer or the Debt Financing Subsidiary, as the case may be, and, to the Knowledge knowledge of ParentBuyer, each of the other parties thereto, except enforceable against Buyer or the Debt Financing Subsidiary, as enforcement the case may be limited by and be, and, to the knowledge of Buyer, the other parties thereto in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). As of the Bankruptcy date hereof, the Debt Commitment Letter has not been amended, restated or otherwise modified or waived in any respect, and Equity Exceptionthe respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded or otherwise modified in any respect. All commitment fees and other fees required to be paid under the Debt Commitment Letter on or prior to the date hereof have been paid in full. The Debt Financing Subsidiary is a wholly-owned Subsidiary of Buyer. (c) As of the date of this Agreement, neither Buyer nor, to the knowledge of Buyer, 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, and to the knowledge of Buyer no event has occurred whichor circumstance exists that, with or without notice, lapse of time or both, would or would reasonably be expected likely to (i) constitute or result in a breach or default or breach by Parent on the part of Buyer or any of its Subsidiaries or, to the Knowledge of Parent, any other party thereto, of any term of the Debt Commitment Letter. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2 and the performance by the Partnership of its obligations under this Agreement, Parent does not have any reason to believe that any party to the Debt Commitment Letter will be unable or (ii) constitute or result in a failure by Buyer or the other parties thereto to satisfy on a timely basis any term condition precedent to or condition of the Debt Commitment Letter required other contingency to be satisfied by itBuyer or the other parties thereto set forth in the Debt Commitment Letter. (d) There are no conditions precedent or similar contingencies 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. Other than the Debt Commitment Letter, there are no other contracts, arrangements or understandings, whether oral or written, to which the Buyer or any Affiliate thereof is a party directly or indirectly related to the Debt Financing (except for (i) a customary fee letter, a true, complete and fully executed copy of which has been provided to the Company, with only the fee amounts, “market flex”, pricing terms and pricing caps and other commercially sensitive terms redacted, which redacted terms do not impose any additional conditions or otherwise impact the conditionality of the Debt Financing or (ii) those that would not be reasonably expected to adversely affect the availability or amount of the Debt Financing and do not impose any additional conditions or otherwise impact the conditionality of the Debt Financing). As of the date hereof, Buyer has no reason to believe that any of the conditions to the Debt Financing in the Debt Commitment Letter will not otherwise be satisfied or that the full amount of the Debt Financing will not be available to Buyer (directly or through the Debt Financing Subsidiary) on the Closing Date. The only conditions precedent or other contingencies related to the obligations of the Debt Financing Sources party to the Debt Commitment Letter to fund the full amount of the Debt Financing are those expressly set forth in the Debt Commitment Letter. As of the date of this Agreement, there are no side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) or commitments to enter into side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) to which Parent, Merger Sub or any of their Affiliates is a party related to the Debt Financing other than as expressly contained in the Debt Commitment Letter and delivered to the Partnership prior to the date of this Agreement. For the avoidance of doubt, in no event shall the receipt or availability of any funds or financing by or to Parent, Merger Sub or any Affiliate of Parent or Merger Sub be a condition to any obligations of the Sponsor Entities hereunder.

Debt Financing. (a) Each of Guarantor and Parent has delivered shall use commercially reasonable efforts to the Partnership a true take, or cause to be taken, all actions and complete copy of a fully executed debt commitment letter dated as of the date hereofto do, together with or cause to be done, all schedulesthings necessary, exhibits, annexes proper or advisable to consummate and term sheets attached thereto, pursuant to which obtain the Debt Financing Sources party thereto have committed to provide to Merger Sub, subject to on the terms and subject only to the conditions therein, debt financing (including the market “flex” provisions) set forth in the aggregate amount set forth therein (the “Debt Financing”) with only fee amounts and other customary commercially sensitive terms redacted, none of which redacted provisions could affect the conditionality, enforceability, availability or aggregate principal amount of the Debt Financing (the “Debt Commitment Letter”). As of the date of this Agreement, including using commercially reasonable efforts to (i) maintain in effect and comply with the Debt Commitment Letter in the form delivered to the Partnership has not been amended or modifiedLetter, no such amendment or modification is contemplated (ii) negotiate and none of the obligations and commitments contained in such Debt Commitment Letter have been withdrawn, terminated or rescinded in any enter into definitive agreements with respect and no such withdrawal, termination or rescission is contemplated. Neither Parent, Merger Sub nor any of their Affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing other than as on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter provided (or on other terms subject to the Partnership pursuant following sentence) so that such agreements are in effect on the Closing Date, (iii) satisfy on a timely basis all conditions applicable to this Section 4.6. Assuming the accuracy of the representations and warranties set forth in Section 3.2(a) and compliance by the Partnership with Sections 5.2(b)(i) and 5.13, the Debt Financing, when funded in accordance with the Debt Commitment Letter, together with cash on hand of Parent and its Subsidiaries, will provide Parent and Merger Sub with sources of immediately available funds in the aggregate sufficient for Parent Debt Commitment Letter that are within their control, (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub Sub’s obligations to pay consummate the aggregate Merger Consideration Offer and any other the Merger, draw the Debt Financing in the amount required to be paid by Parent or Merger Sub in connection with consummate the consummation of Transactions on the Transactions. Closing Date and (bv) The Debt Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent, each of the other parties thereto, except as enforcement may be limited by and subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach by Parent or any of enforce its Subsidiaries or, to the Knowledge of Parent, any other party thereto, of any term of rights under the Debt Commitment Letter. As Guarantor and Parent shall not, without the prior written consent of the date Company, agree to or permit any termination of this Agreementor amendment, assuming the satisfaction supplement or modification to be made to, or grant any waiver of the conditions set forth in Section 6.1 and Section 6.2 and the performance by the Partnership of its obligations under this Agreementany provision under, Parent does not have any reason to believe that any party to the Debt Commitment Letter will be unable to satisfy on a timely basis if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any term or condition of the Debt Commitment Letter required to be satisfied by it, that the conditions to the Debt Financing in the Debt Commitment Letter will not otherwise be satisfied or that the full amount portion of the Debt Financing will not be available on (including by increasing the Closing Date. The only conditions precedent or other contingencies related to the obligations of the Debt Financing Sources party to the Debt Commitment Letter to fund the full amount of the Debt Financing are those expressly set forth in the Debt Commitment Letter. As of the date of this Agreement, there are no side letters fees to be paid or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) or commitments to enter into side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) to which Parent, Merger Sub or any of their Affiliates is a party related to the Debt Financing other than as expressly contained in the Debt Commitment Letter and delivered to the Partnership prior to the date of this Agreement. For the avoidance of doubt, in no event shall the receipt or availability of any funds or financing by or to Parent, Merger Sub or any Affiliate of Parent or Merger Sub be a condition to any obligations of the Sponsor Entities hereunder.original issue discount as

Debt Financing. (a) Parent The Buyer has delivered to the Partnership Seller a true and complete copy of a fully executed debt commitment letter dated (as amended, amended and restated, supplemented or otherwise modified with the prior written consent of the date hereofSeller or as permitted or required by Section 6.8, together including with all schedulesrespect to any Alternate Financing, exhibits, annexes and term sheets attached thereto, pursuant to which the “Debt Financing Sources party thereto have committed Commitment Letter”) from the Lenders to provide to Merger Sub, subject to the terms and conditions therein, Buyer with the debt financing in the aggregate amount set forth therein (the “Debt Financing”) with only and the fee amounts letter between the Buyer and other customary commercially sensitive terms redactedthe Lenders (the “Fee Letter”), none of which Fee Letter may be redacted provisions could affect in a manner reasonably satisfactory to the conditionality, enforceability, availability or aggregate principal amount Lenders. The proceeds of the Debt Financing (will be used to pay the “Debt Commitment Letter”). As Final Purchase Price and the fees and expenses of the date of this Agreement, Buyer relating to the transactions contemplated by the Transaction Documents. The Debt Commitment Letter in the form delivered so provided is in full force and effect as of the date hereof and is a valid, legal, binding and enforceable obligation of the Buyer, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought at law or in equity), and to the Partnership Knowledge of the Buyer, the other parties thereto. In addition, (i) the Debt Commitment Letter has not been amended amended, restated or modifiedotherwise modified or waived except, no such amendment or modification is contemplated and none in each case, with the prior written consent of the obligations and Seller or as permitted or required by Section 6.8, (ii) the financing commitments contained in such the Debt Commitment Letter have not been withdrawn, withdrawn or terminated or rescinded in any respect and no such withdrawal, withdrawal or termination is contemplated by the Buyer or rescission is contemplated. Neither Parent, Merger Sub nor any of their its Affiliates has entered into or, to the Knowledge of the Buyer as of the date hereof, any agreementother party thereto, (iii) as of the date hereof, there are no side letter letters or other arrangement relating written understandings to which Buyer or any of its Affiliates is party that interpret the Debt Commitment Letter or contain or impose additional obligations or conditions upon the Buyer or any of its Affiliates, that would affect the availability of the Debt Financing other than in accordance with the terms of the Debt Commitment Letter and (iv) as of the date hereof, none of the Buyer or its Affiliates is in breach of any of the terms or conditions set forth in the Debt Commitment Letter provided and, subject to the Partnership pursuant to this Section 4.6. Assuming the accuracy of the representations and warranties of the Seller set forth in Section 3.2(aArticle 4, no event has occurred that, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach or default on the part of the Buyer or any of its Affiliates or, to the Knowledge of the Buyer, any other party thereto under any term or condition of the Debt Commitment Letter. The Buyer has fully paid any and all commitment fees and other fees in connection with the Debt Commitment Letter that are payable in accordance with the terms of the Debt Commitment Letter. (b) Subject to the satisfaction of the conditions set forth in Articles 8 and compliance by 9, the Partnership with Sections 5.2(b)(i) and 5.13, Buyer has no reason to believe that any of the conditions to the Debt Financing will not be satisfied on the Closing Date or that the Debt Financing or any portion thereof will otherwise not be available to the Buyer on the Closing Date. The net proceeds from the Debt Financing, when funded in accordance with the Debt Commitment Letter, will, together with cash on hand the proceeds of Parent and its Subsidiariesthe equity committed to be contributed to the Buyer pursuant to the terms of the Equity Commitment Letter, will provide Parent and Merger Sub with sources of immediately available funds in the aggregate aggregate, constitute all of the financing required for the consummation of the Transactions pursuant to the terms of this Agreement and be sufficient for Parent and Merger Sub to pay the aggregate Merger Consideration satisfaction of all of the Buyer’s obligations under the Transaction Documents, including the payment of the Final Purchase Price and any other amount amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions. (b) The Debt Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent, each of the other parties thereto, except as enforcement may be limited by and subject to the Bankruptcy and Equity Exception. As of the date of this Agreement, There are no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach by Parent or any of its Subsidiaries or, to the Knowledge of Parent, any other party thereto, of any term of the Debt Commitment Letter. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2 and the performance by the Partnership of its obligations under this Agreement, Parent does not have any reason to believe that any party to the Debt Commitment Letter will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by it, that the conditions to the Debt Financing in the Debt Commitment Letter will not otherwise be satisfied or that the full amount of the Debt Financing will not be available on the Closing Date. The only conditions precedent or other contingencies related to (including in the obligations of the Debt Financing Sources party to the Debt Commitment Letter to fund the full amount of the Debt Financing are those Fee Letter), other than as expressly set forth in the Debt Commitment Letter. As of , to the date of this Agreement, there are no side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) or commitments Lenders’ obligations to enter into side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) to which Parent, Merger Sub or any of their Affiliates is a party related to fund the Debt Financing other than as expressly contained in on the Debt Commitment Letter and delivered to the Partnership prior to the date of this Agreement. For the avoidance of doubt, in no event shall the receipt or availability of any funds or financing by or to Parent, Merger Sub or any Affiliate of Parent or Merger Sub be a condition to any obligations of the Sponsor Entities hereunderClosing Date.

Debt Financing. (a) Parent Concurrently with the execution of this Agreement, SoftBank has delivered to the Partnership a true and complete copy of a fully executed debt commitment letter dated as Company copies of the date hereof, together with all schedules, exhibits, annexes and term sheets attached thereto, Commitment Letters pursuant to which the Debt Financing Sources party thereto have committed to provide to Merger Subwhich, and subject to the terms and conditions thereinof which, debt financing in the aggregate amount Financing Parties have committed to lend the amounts set forth therein to SoftBank for the purpose of funding the Merger and the other Contemplated Transactions (such committed financing, together with, unless the context otherwise requires, any debt securities issued in lieu thereof, the “Debt Financing”) with only fee amounts and other customary commercially sensitive terms redacted, none of which redacted provisions could affect the conditionality, enforceability, availability or aggregate principal amount of the Debt Financing (the “Debt Commitment Letter”). As of the date of this Agreement, the Debt Commitment Letter in the form delivered to the Partnership has not been amended or modified, no such amendment or modification is contemplated and none of the obligations and commitments contained in such Debt Commitment Letter have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. Neither Parent, Merger Sub nor any of their Affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing other than as set forth in the Debt Commitment Letter provided to the Partnership pursuant to this Section 4.6. Assuming the accuracy of the representations and warranties set forth in Section 3.2(a) and compliance by the Partnership with Sections 5.2(b)(i) and 5.13, the Debt Financing, when funded in accordance with the Debt Commitment Letter, together with cash on hand of Parent and its Subsidiaries, will provide Parent and Merger Sub with sources of immediately available funds in the aggregate sufficient for Parent and Merger Sub to pay the aggregate Merger Consideration and any other amount required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions. (b) The Debt Commitment Letter Letters have been duly executed and delivered by, and constitute valid and binding obligations of SoftBank. To the Knowledge of SoftBank, the Commitment Letters constitute valid and binding obligations of the Financing Parties, enforceable against the Financing Parties in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization or moratorium laws or other similar Legal Requirements, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. As of the date hereof, (i) each of the Commitment Letters in the form so delivered is in full force and effect and is the legal, valid, binding and enforceable obligation of Parent (as to SoftBank and, to the Knowledge of ParentSoftBank, each the Financing Parties) valid and in full force and effect, (ii) none of the other parties theretoCommitment Letters has been withdrawn, except as enforcement may be limited by and subject to the Bankruptcy and Equity Exception. As terminated or otherwise amended or modified in any respect, (iii) SoftBank is not in breach of any of the date of this Agreementmaterial terms set forth therein, and (iv) no event has occurred whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach by Parent or any of its Subsidiaries or, to the Knowledge of Parent, any other party thereto, SoftBank of any material term of the Commitment Letters that would prevent the funds from being available, or the Financing Parties from lending, pursuant to the terms of the Commitment Letters. (c) The Commitment Letters constitute, as of the date hereof, the entire and complete agreement among the respective parties thereto with respect to the Debt Financing contemplated thereby. Except as set forth, described or provided for in the Commitment LetterLetters, there are no conditions precedent to the respective obligations of the Financing Parties under the Commitment Letters to provide the Debt Financing. The aggregate proceeds from the Debt Financing constitute all of the financing required for the consummation of the Merger and the other Contemplated Transactions and, together with other cash sources, are sufficient to consummate the Merger and the other Contemplated Transactions. (d) As of the date of this Agreementhereof, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2 and the performance by the Partnership of its obligations under this Agreement, Parent does not have any (i) SoftBank has no reason to believe that any party to the Debt Commitment Letter will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by it, that the conditions to the Debt Financing in the Debt Commitment Letter will not otherwise be satisfied on a timely basis or that the full amount of funding contemplated in the Debt Financing will not be made available to SoftBank on a timely basis in order to consummate the Closing Date. The only conditions precedent or Merger and the other contingencies related Contemplated Transactions, (ii) no event has occurred, to the obligations Knowledge of SoftBank, which would make any of the Debt Financing Sources party to the Debt Commitment Letter to fund the full amount assumptions or any of the Debt Financing are those expressly statements set forth in the Debt Commitment Letter. As Letters inaccurate in any material respect and (iii) no Financing Party has notified SoftBank of its intention to terminate any of the date of this Agreement, there are no side letters or other Contracts, arrangements or understandings (whether oral or written and whether commitments set forth in the Commitment Letters or not legally bindingto provide the Debt Financing. (e) or commitments SoftBank has fully paid any and all commitment fees, if any, and other fees required by the Commitment Letters to enter into side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) to which Parent, Merger Sub or any of their Affiliates is a party related have been paid to the Debt Financing other than as expressly contained in the Debt Commitment Letter and delivered to the Partnership Parties on or prior to the date of this Agreement. For the avoidance of doubt, in no event shall the receipt or availability of any funds or financing by or to Parent, Merger Sub or any Affiliate of Parent or Merger Sub be a condition to any obligations of the Sponsor Entities hereunderhereof.

Debt Financing. (a) Parent Purchaser has delivered to the Partnership Company a true and complete correct copy of a fully an executed debt commitment letter dated as of addressed to Purchaser from KeyBanc Capital Markets, Inc., KeyBank National Association, SunTrust Bank, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., Regions Bank and Regions Capital Markets (the date hereof, together with “Committed Lenders”) (including all schedules, exhibits, annexes annexes, schedules and term sheets attached thereto, pursuant to which the Debt Financing Sources party thereto have committed to provide to Merger Sub, subject to the terms and conditions therein, debt financing in the aggregate amount set forth therein together with each executed fee letter (the “Debt FinancingFee Letter”) associated therewith (which may be redacted in a customary manner, including, without limitation, with only respect to fee amounts amounts, post-closing securities demand provisions, economic terms, flex terms and other customary commercially sensitive terms redactedrequired “hold” levels), none of which redacted provisions could affect the conditionalitycollectively, enforceability, availability or aggregate principal amount of the Debt Financing (the “Debt Commitment Letter”, and the financing contemplated thereby, the “Debt Financing”), dated on or before the date hereof, pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend Purchaser the amounts set forth therein for the purpose of financing the transactions contemplated by this Agreement. Purchaser’s cash on hand, together with the aggregate amount of the funding to be provided in the Debt Financing (including after giving effect to all “flex” provisions contained therein), is sufficient to pay all amounts required to be paid by Purchaser hereunder and all related fees and expenses hereunder and under the Debt Financing. As of the date of this Agreementhereof, the Debt Commitment Letter in the form delivered to the Partnership has not been amended or modified, no such amendment or modification is contemplated and none of the obligations and commitments contained in such Debt Commitment Letter have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. Neither Parent, Merger Sub nor any of their Affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing other than as set forth in the Debt Commitment Letter provided to the Partnership pursuant to this Section 4.6. Assuming the accuracy of the representations and warranties set forth in Section 3.2(a) and compliance by the Partnership with Sections 5.2(b)(i) and 5.13, the Debt Financing, when funded in accordance with the Debt Commitment Letter, together with cash on hand of Parent and its Subsidiaries, will provide Parent and Merger Sub with sources of immediately available funds in the aggregate sufficient for Parent and Merger Sub to pay the aggregate Merger Consideration and any other amount required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions. (b) The Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect, and no such amendment or modification is the pending or contemplated. The Debt Commitment Letter is a legal, valid, valid and binding and enforceable obligation of Parent Purchaser and, to the Knowledge knowledge of ParentPurchaser, each of the other parties thereto, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws from time to time in effect affecting creditors’ rights and subject remedies generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). Purchaser has entered into the Engagement Letter (as defined in the Debt Commitment Letter) contemplated by the last paragraph of Section 2 of the Debt Commitment Letter (the “Note Engagement Letter”) and such Note Engagement Letter is a legal, valid and binding obligation of Purchaser and, to the Bankruptcy knowledge of Purchaser, the other parties thereto, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws from time to time in effect affecting creditors’ rights and Equity Exceptionremedies generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). As of Except for the date of this AgreementDebt Commitment Letter and the Note Engagement Letter (and the related fee credit letter), there are no other agreements, side letters, undertakings or arrangements relating to the Debt Financing to which Purchaser is a party. To Purchaser’s knowledge, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach by Parent or any on the part of its Subsidiaries or, to the Knowledge of Parent, any other party thereto, of any term of the Debt Commitment Letter. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2 and the performance by the Partnership of its obligations Purchaser under this Agreement, Parent does not have any reason to believe that any party to the Debt Commitment Letter will be unable to satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by itLetter. There are no conditions precedent or other contingencies, that the conditions including any subsequent approval process, related to the Debt Financing in the Debt Commitment Letter will not otherwise be satisfied or that funding of the full amount of the Debt Financing, other than the Financing will Conditions, and the Debt Commitment Letter does not be available on provide that the Closing Date. The only parties thereto may impose additional conditions precedent or other contingencies related contingences to the obligations of the Debt Financing Sources party to such funding. Purchaser has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to fund be paid by it on or prior to the full amount date hereof. As of the Debt Financing are those expressly date hereof, Purchaser is not aware of any fact or occurrence that, with or without notice, lapse of time or both, would reasonably be expected to (i) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter. As Letter inaccurate in any material respect; (ii) result in any of the date of this Agreement, there are no side letters terms or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) or commitments to enter into side letters or other Contracts, arrangements or understandings (whether oral or written and whether or not legally binding) to which Parent, Merger Sub or any of their Affiliates is a party related to the Debt Financing other than as expressly contained conditions in the Debt Commitment Letter and delivered not being satisfied; (iii) cause the Debt Commitment Letter to be ineffective; or (iv) otherwise result in the Partnership prior Debt Financing not being available on a timely basis in order to consummate the date of transactions contemplated by this Agreement. For None of (x) the avoidance provisions redacted in the Fee Letter, or (y) the provisions of doubtthe Note Engagement Letter (or the related fee credit letter) will limit, prevent, impede or delay the consummation of the Debt Financing in no event shall the receipt or availability of any funds or financing by or to Parent, Merger Sub or any Affiliate of Parent or Merger Sub be manner. (b) Purchaser confirms that it is not a condition to Closing or any of its other obligations of under this Agreement that Purchaser obtain financing for or in connection with the Sponsor Entities hereundertransactions contemplated by this Agreement.