Common use of Financial Capability Clause in Contracts

Financial Capability. Parent has delivered to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.

Financial Capability. Parent has delivered to the Company a true and complete copy (a) Acquiror has, as of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in and shall have on the Debt Commitment Letters Initial Closing Date access to sufficient funds to enable Acquiror and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient Tower Operator to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and fees and expenses of Acquiror relating to the aggregate Company Accelerated Equity Award Payments transactions contemplated hereby. (b) Acquiror has delivered to which holders Verizon true, complete and correct copies of Shares the executed commitment letter, dated as of February 5, 2015, by and Company Accelerated Equity Awards will be entitled among Xxxxxxx Xxxxx Bank USA, Xxxxxxx Sachs Lending Partners LLC and Acquiror (the “Debt Financing Commitment”), pursuant to this Agreement which, upon the terms and subject to the repayment of conditions set forth therein, the indebtedness contemplated by Sections 5.17(a) and 5.17(blenders party thereto have agreed to lend the amounts set forth therein (the “Debt Financing”). As of the date hereofThe Debt Financing Commitment has not been amended or modified, and the commitments contained in the Debt Financing Commitment Letters have not been withdrawn or rescinded in any respectrespect or terminated other than in accordance with the terms thereof and as permitted herein. As Except for the fee letter relating to the Debt Financing Commitment (a redacted copy of which have been provided to Verizon), there are no other agreements, side letters or arrangements to which Acquiror or any of its Affiliates is a party relating to the Debt Financing Commitment that contain provisions (other than provisions expressly set forth in the Debt Financing Commitment) that could affect the availability of the date hereofDebt Financing. Except as otherwise permitted to be terminated by the terms of this Agreement, the Debt Financing Commitment Letters are is in full force and effect and represent a valid, constitutes the legally valid and binding and enforceable obligation obligations of Parent Acquiror and, to the knowledge Knowledge of ParentAcquiror, each the other party parties thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing (including any “flex” provisions) that could affect the availability of the Debt Financing, other than the Financing Conditions. Assuming the condition as expressly set forth in the Debt Financing Commitment. No event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Acquiror under the Debt Financing Commitment, and, except as permitted by Section 6.2(a) regarding 9.11(a), the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no Acquiror does not have any reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) conditions to the Debt Financing will not be made satisfied or that the Debt Financing will not be available to Parent Acquiror on the Initial Closing Date. Parent understands and acknowledges that under Acquiror has fully paid all commitment fees or other fees required to be paid on or prior to the terms date of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject Agreement pursuant to the consummation by Parent Debt Financing Commitment or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subrelated fee letter.

Financial Capability. Parent has delivered to At the Company a true and complete copy Closing, assuming the satisfaction of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) 7.2, Buyer will be satisfied at have sufficient funds to effect the Closing and all other transactions contemplated by this Agreement and the Ancillary Documents and to conduct its businesses and operations following the Closing. Buyer has provided to Seller, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit on or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification Agreement, a true, complete and correct copy of the Debt executed financing commitment letter among Buyer, JPMorgan Chase Bank, N.A. and J.X. Xxxxxx Securities LLC, including any exhibits, annexes, schedules or amendments thereto (collectively, the “Commitment LettersLetter”). Neither Parent nor any of its Affiliates , pursuant to which the lender party thereto has entered into any agreementcommitted to provide, side letter or other commitment or arrangement relating subject to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters terms and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closingtherein, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained debt financing in the amounts set forth therein (the “Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(bFinancing”). As of the date hereofof this Agreement, (i) the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereofLetter is (A) a legal, the Debt Commitment Letters are in full force valid and effect and represent a valid, binding and enforceable obligation of Parent Buyer and, to the knowledge Knowledge of ParentBuyer, each of the other party parties thereto, subject only (B) enforceable in accordance with its terms against Buyer and, to (i) the satisfaction or waiver Knowledge of Buyer, each of the Financing Conditions and (ii) the qualification that other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws fraudulent transfer, reorganization, moratorium and similar Laws of general application applicability relating to or affecting creditors’ rights and general equity principles (regardless of creditorswhether enforcement is sought in a proceeding at law or in equity) and (C) in full force and effect, (ii) the Commitment Letter has not been amended or modified, except as permitted pursuant to Section 6.15, (iii) none of the obligations and commitments contained in the Commitment Letter has been withdrawn, terminated or rescinded in any respect, (iv) no event has occurred which (with or without notice or lapse of time, or both) would constitute a default or breach on the part of Buyer or, to the Knowledge of Buyer, any other parties thereto under the Commitment Letter, and (v) Buyer does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Buyer at the Closing Date. Parent Buyer has fully paid (or caused to be paid) paid any and all commitment fees and or other amounts fees in connection with the Commitment Letter that are due and payable on or prior to the date of this Agreement in connection with Agreement. The Commitment Letter contains all of the conditions precedent to the obligations of the lenders thereunder to fund the Debt Financing. No event Except for a fee letter relating to fees with respect to the Debt Financing (a complete copy of which has occurred whichbeen provided to Seller, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on only the part of Parent or a breach or default by any other party thereto under any term fee amounts and certain economic terms of the Debt Commitment Letters. There are no conditions precedent market flex (none of which would adversely affect the amount or other contingencies related to the funding of the full amount availability of the Debt Financing) redacted), other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties as of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms date of this Agreement, there are no side letters or other agreements, arrangements or contracts (including fee letters) to which Buyer or any of its Subsidiaries is a party that would affect the availability of the Debt Financing other than as expressly set forth in the Commitment Letter. Without limiting Section 7.2, in no event shall the receipt or availability of any funds or financing by or to Buyer or any of its Subsidiaries or any other financing transaction be a condition to any of the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubBuyer hereunder.

Financial Capability. Parent has delivered to the Company a true and complete copy of each As of the executed Debt Commitment Letters, date hereof and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions as of the Debt Fee Letters). Assuming (x) that Closing Date, assuming the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that satisfaction of the conditions set forth in Section 6.2(a) will Sections 10.1, 10.2 and 10.3 and assuming the Committed Financing is funded in accordance with the conditions set forth in the Commitment Letter, the amount of funds contemplated to be satisfied at provided pursuant to the ClosingCommitment Letter when funded, Parent together with Cash on hand, and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds credit, will be sufficient to make payment of all amounts to be paid by them hereunder on and after effect the Closing Dateand all other transactions contemplated by this Agreement and the Ancillary Agreements (the “Required Amount”). The Debt Commitment Letters have not been amended AGCO has provided to Trimble, on or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification Agreement, a true, complete and correct copy of the Debt executed financing commitment letter among AGCO and Xxxxxx Xxxxxxx Senior Funding, Inc., including any exhibits, annexes, schedules or amendments thereto (collectively, the “Commitment LettersLetter”). Neither Parent nor any of its Affiliates , pursuant to which the lender party thereto has entered into any agreementcommitted to provide, side letter or other commitment or arrangement relating subject to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters terms and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closingtherein, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained debt financing in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate amounts set forth therein (the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b“Committed Financing”). As of the date hereofof this Agreement, (i) the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereofLetter is (A) a legal, the Debt Commitment Letters are in full force valid and effect and represent a valid, binding and enforceable obligation of Parent AGCO and, to the knowledge Knowledge of ParentAGCO, each of the other party parties thereto, subject only (B) enforceable in accordance with its terms against AGCO and, to (i) the satisfaction or waiver Knowledge of AGCO, each of the Financing Conditions and (ii) the qualification that other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws fraudulent transfer, reorganization, moratorium and similar Laws of general application applicability relating to or affecting creditors’ rights and general equity principles (regardless of creditorswhether enforcement is sought in a proceeding at law or in equity) and (C) in full force and effect, (ii) the Commitment Letter has not been amended or modified except as permitted pursuant to provisions of this Agreement, (iii) none of the obligations and commitments contained in the Commitment Letter has been withdrawn, terminated or rescinded in any respect, (iv) no event has occurred which (with or without notice or lapse of time, or both) would constitute a default or breach on the part of AGCO and (v) AGCO does not have any reason to believe that any of the conditions to the Committed Financing will not be satisfied or that the Committed Financing will not be available to AGCO at the Closing Date. Parent AGCO has fully paid (or caused to be paid) paid any and all commitment fees and or other amounts fees in connection with the Commitment Letter that are due and payable on or prior to the date of this Agreement in connection with the Debt FinancingAgreement. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term The Commitment Letter contains all of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub the lenders thereunder to consummate fund the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.Committed

Financial Capability. Parent Purchaser has delivered to the Company a true and complete copy copies of the equity commitment letters, dated as of the date hereof between Purchaser and each of Providence Equity Partners VI International L.P. and Newbridge International Investment Ltd (together, the “Commitments”), pursuant to which each of the executed Debt Commitment Lettersinvestor parties thereto (each, and the Debt Fee Letters (redacted to delete the economic and an “market flex” provisions of the Debt Fee Letters). Assuming (xInvestor”) that the parties has committed, subject to the Debt Commitment Letters (other than the Parent terms and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at therein, to invest the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as amount set forth in therein (the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(bFinancing”). As of the date hereof, the Commitments have not been amended or modified and, as of the date of the Agreement, the respective commitments contained in the Debt Commitment Letters Commitments have not been withdrawn or rescinded in any material respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition as set forth in Section 6.2(a) regarding the representations Commitments. After giving effect to the amounts expected to be funded under the Commitments, and warranties assuming compliance by Company with its obligations hereunder, the proceeds from the Financing constitute all of the Company contained in this Agreement and financing required to be provided by Purchaser for the condition consummation of the Offer upon the terms set forth in Section 6.2(b) regarding this Agreement. Subject to the Company’s performance terms and compliance with all covenants and conditions of the Commitments, upon receipt of the funds under the Commitments, Purchaser will have at the Acceptance Date the financial capacity to perform its obligations under this Agreement required and Purchaser will have available all funds necessary to be performed pay the consideration set forth in Article I and complied with any other amounts contemplated by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement. Other than with respect to the Commitments, the obligations of Parent and Merger Sub Purchaser’s ability to consummate the Merger are transactions contemplated hereby is not in contingent on Purchaser’s ability to complete any way contingent upon public offering or otherwise subject private placement of equity or debt securities or to obtain any other type of financing prior to or on the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubAcceptance Date.

Financial Capability. Parent has delivered to the Company (a) Attached as Exhibit 3 hereto is a true and complete copy of each of a commitment letter (the executed Debt Commitment LettersLetter), pursuant to which X.X. Xxxxxx Securities Inc., JPMorgan Chase Bank, N.A., Barclays Bank PLC, Barclays Capital, UBS Securities LLC and UBS Loan Finance LLC (the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (xFinancing Source) that the parties have agreed, subject to the Debt Commitment Letters (other than the Parent terms and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth therein, to provide financing in Section 6.2(athe aggregate amount set forth therein (the Financing). (b) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines As of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreementhereof, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than except as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties Letter, there are no conditions precedent to the Debt Commitment Letters obligations of the Financing Source to provide the Financing or that would permit the Financing Source to cancel or reduce the total amount of the Financing. (other than c) As of the Parent date hereof, subject to its terms and Merger Sub) perform their obligations conditions, the Financing, if funded in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters)Commitment Letter, together with available cash, available lines of credit or other sources of immediately available funds, will be would provide Arsenal with acquisition financing (i) on the Coniston Closing Date sufficient for Arsenal to consummate complete the transactions contemplated hereby, including the payment purchase of the aggregate cash Repurchase Shares at the Coniston Closing and to be paid as Merger Consideration pay related fees and expenses incurred by Arsenal or for which Arsenal is responsible and (ii) on the aggregate Company Accelerated Equity Award Payments Contingent Repurchase Closing Date sufficient for Arsenal to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and complete the repayment purchase of the indebtedness Contingent Repurchase Shares at the Contingent Repurchase Closing and to pay related fees and expenses incurred by Arsenal or for which Arsenal is responsible, in each case on the terms and subject to the conditions contemplated by Sections 5.17(ahereby and thereby. (d) and 5.17(b). As of the date hereof, the commitments contained Commitment Letter, in the Debt form so delivered, is a legal, valid and binding obligation of Arsenal and, to the Knowledge of Arsenal, the Financing Source, and (assuming that the Commitment Letters have not been withdrawn or rescinded in any respect. As Letter constitutes such obligation of the date hereof, the Debt Commitment Letters are Financing Source) is in full force and effect and represent a validenforceable in accordance with its terms, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization moratorium or other similar laws of general application relating to or affecting creditors’ rights generally and except for the limitations imposed by general principles of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subequity.

Financial Capability. Parent (a) As of the date of this Agreement, Pxxxxx has delivered received an executed debt commitment letter, dated as of the date hereof (including all exhibits, schedules and annexes thereto and any associated fee letter, the “Debt Financing Commitment Letter” ), from the Debt Financing Sources, pursuant to which the Debt Financing Sources have committed, subject to the Company a terms and conditions set forth therein, to provide to Parent the amount of debt financing set forth therein (the “Debt Financing” ), in each case, solely for the Financing Purposes. (b) A true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Financing Commitment Letters Letter (other than the Parent and Merger Subfee letter, which is addressed below) perform their obligations in accordance with has been previously provided to the terms thereof and Company. All fees (yif any) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts required to be paid by them hereunder under the Debt Financing Commitment Letter on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained hereof have been paid in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated full by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respectParent. As of the date hereof, the Debt Financing Commitment Letters are Letter is in full force and effect and represent is a validlegal, valid and binding and enforceable obligation of Parent and, to the knowledge Knowledge of Parent, each the other party parties thereto, subject only in accordance with its terms. As of the date hereof, the Debt Financing Commitment Letter has not been amended, modified, withdrawn, terminated or rescinded in any respect. To the Knowledge of Parent, no amendment or modification to, or withdrawal, termination or rescission of, the Debt Financing Commitment Letter is currently contemplated (other than to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitment Letter as of the date of this Agreement). (c) Assuming (i) the satisfaction or waiver accuracy in all material respects of the Financing Conditions representations and warranties set forth in Article 3 and (ii) the qualification that such enforceability may be limited performance by bankruptcy, insolvency, reorganization or other laws the Company and its Subsidiaries of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any the covenants and all commitment fees and other amounts that are due and payable on or prior to the date of agreements contained in this Agreement in all material respects, the aggregate proceeds contemplated by the Debt Financing Commitment Letter plus available cash will be sufficient for Parent to consummate the transactions contemplated by this Agreement, including (A) paying the Merger Consideration, (B) paying all out-of-pocket expenses incurred by Pxxxxx and Merger Sub in connection with the transactions contemplated by this Agreement, (C) paying any indebtedness required to be repaid, refinanced, redeemed, retired, cancelled or terminated in connection with the consummation of the Merger and (D) satisfying all of its other obligations under this Agreement and the other agreements and instruments contemplated hereby (collectively, the “Financing Purposes” ). (d) Except for the fee letter referred to in the Debt FinancingFinancing Commitment Letter (a true and complete copy of which fee letter has been provided to the Company, with only fee amounts, “market flex” provisions, “securities demand” provisions, pricing terms, pricing caps and other commercially sensitive terms redacted (none of which could adversely affect the conditionality, enforceability, availability or termination of the Debt Financing or reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Financing Purposes and to the extent that any such redacted term shall be modified in such a way to impact the conditionality of the Debt Financing or reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Financing Purposes, then such modified term shall be disclosed to the Company)) and customary engagement letters and fee credit letters related to the Debt Financing (which engagement letters and fee credit letters do not relate to any terms that may adversely affect the conditionality, enforceability, availability or termination of the Debt Financing or reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Financing Purposes), as of the date hereof, there are no side letters or other agreements or contracts or arrangements related to the funding or investing, as applicable, of the Debt Financing other than as expressly set forth in the Debt Financing Commitment Letter. (e) Neither the fee letter referred to in the Debt Financing Commitment Letter nor any other Contract between the Debt Financing Sources, on the one hand, and Parent or any of its affiliates, on the other hand, contains any conditions precedent or other contingencies (other than as set forth in the Debt Financing Commitment Letter) (x) related to the funding of the full amount of the Debt Financing or any provisions that could reduce the aggregate amount of the Debt Financing set forth in the Debt Financing Commitment Letter below the amount required to pay the Financing Purposes or (y) that could otherwise materially affect the conditionality, enforceability or availability of the Debt Financing Commitment Letter with respect to all or any portion of the Debt Financing required to pay the Financing Purposes. No As of the date hereof, neither Parent nor Merger Sub (x) is in breach of any of the terms or conditions set forth in the Debt Financing Commitment Letter and, to the Knowledge of the Parent, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto Merger Sub under any term or condition of the Debt Financing Commitment Letters. There are no conditions precedent Letter or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a(y) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no any reason to believe that (i) any of the conditions to the Debt Financing Conditions will would not be satisfied on a timely basis or (ii) that the Debt Financing will would not be made available to Parent on the Closing Date. Parent understands and acknowledges that under Date in at least the terms of this Agreement, amount required to pay the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubFinancing Purposes.

Financial Capability. (a) Parent and Merger Sub will have as of the Acceptance Time and the Closing sufficient funds available to them to (a) pay the Per Share Amount for any Company Shares validly tendered and not withdrawn pursuant to the terms of the Offer Documents, (b) pay the Aggregate Merger Consideration, (c) make the deposit into the Payment Fund required by Section 3.10 and (d) pay any expenses incurred by Parent and Merger Sub in connection with the Transactions contemplated by this Agreement. Parent and Merger Sub’s ability to consummate the transactions contemplated by this Agreement is not contingent on raising any equity capital, obtaining financing therefor, consent of any lender or any other matter relating to funding payments under this Agreement. (b) Parent has delivered to the Company a true and complete copy of each the fully executed commitment letter and the related fee letter (with only the fee amounts redacted therefrom) (together, the “Commitment Letter”) dated as of the executed Debt Commitment Lettersdate hereof among Parent, X.X. Xxxxxx Securities LLC, SunTrust Bank and SunTrust Xxxxxxxx Xxxxxxxx, Inc. pursuant to which and subject to the Debt Fee Letters (redacted to delete the economic terms and “market flex” provisions of the Debt Fee Letters). Assuming (x) that conditions thereof the parties to the Debt Commitment Letters thereto (other than Parent) have committed to provide the Parent and Merger Sub) perform their obligations debt financing in accordance connection with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in hereby (the Debt “Financing”). (c) The Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are Letter is in full force and effect and represent is a validlegal, valid and binding and enforceable obligation of Parent and, to the knowledge of Parent, each the other party parties thereto, subject only to (i) the satisfaction or waiver . As of the Financing Conditions date hereof, the Commitment Letter has not been amended or modified in any respect, and (ii) the qualification that such enforceability may be limited by bankruptcyrespective commitments contained therein have not been withdrawn, insolvency, reorganization rescinded or other laws otherwise modified in any respect. As of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a material default or material breach or default under the Commitment Letter, and Parent has no reason to believe that could reasonably it will be expected to result in a failure unable to satisfy on a Financing Condition on the part of Parent or a breach or default by any other party thereto under timely basis, any term or condition of closing to be satisfied by it, contained in the Debt Commitment LettersLetter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, Financing other than the Financing Conditions. Assuming the condition conditions precedent set forth in Section 6.2(a) regarding the representations Commitment Letter, and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) it will not be able to satisfy any term or condition of closing of the Financing Conditions will not that is required to be satisfied as a condition of the Financing, or (ii) that the Debt Financing will not be made available to Parent on the Closing Date. There are no other agreements, side letters, or arrangements relating to the Financing that could affect the availability of the Financing. Parent understands has fully paid any and acknowledges that under all commitment fees or other fees required by the terms Commitment Letter to be paid by it on or prior to the date of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.

Financial Capability. Parent As of the date of this Agreement, US Buyer has delivered to the Company Seller Parties a true true, correct and complete copy of each an executed commitment letter (the “Commitment Letter”) with the Financing Sources party thereto to provide US Buyer debt financing in the aggregate amount of up to $395,000,000 (the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee LettersFinancing”). Assuming (x) that The Commitment Letter is a legal, valid and binding obligation of US Buyer and, to the knowledge of US Buyer, the other parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will Letter, except as may be satisfied at the Closinglimited by applicable bankruptcy, Parent and Merger Sub shall have at the Closing sufficient cashinsolvency, available lines of credit reorganization, fraudulent conveyance or other sources similar laws affecting enforcement of immediately available funds to make payment of all amounts to be paid by them hereunder on creditors’ rights generally and after the Closing Dategeneral equitable principles, and is in full force and effect. The Debt Commitment Letters have not been amended or modified in any manner prior Prior to the date of this Agreement (provided that Agreement, the existence or exercise of “market flex” provisions commitment contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates Letter has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect (and no party thereto has indicated an intent to so withdraw or rescind) or otherwise amended or modified in any respect. As US Buyer is not in breach of any of the date hereof, terms or conditions set forth in the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent Letter and, to the knowledge of ParentUS Buyer, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in constitute a breach by US Buyer or failure by US Buyer to satisfy a Financing Condition condition precedent set forth in the Commitment Letter. US Buyer has fully paid any and all commitment fees or other fees on the part of Parent or a breach or default dates and to the extent required by the Commitment Letter and shall in the future pay any other party thereto fees due from it and arising under the Commitment Letter and any term of the Debt Commitment Lettersrelated fee letter(s) as they become due. There are no conditions precedent or other contingencies related relating to the funding of the full amount of the Debt Financing, other than proceeds contemplated by the Financing Conditions. Assuming Commitment Letter except as stated in the condition set forth in Section 6.2(a) regarding the representations Commitment Letter and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent US Buyer has no reason to believe that (i) any of the conditions to the Financing Conditions will not be satisfied on the Closing Date or (ii) that the Debt Financing will not be made available to Parent US Buyer on the Closing DateDate in an amount sufficient (when taken together with Buyers’ other available sources of funds described below) to enable Buyers to pay the Estimated Purchase Price and the fees and expenses of Buyers relating to the transactions contemplated by this Agreement that are required to be paid at the Closing. Parent understands The net proceeds of the Financing, together with available cash on hand of Buyers, available lines of credit with no contingencies or conditions to draw under such lines of credit except as disclosed as of the date hereof or other sources of immediately available funds, with no contingencies or conditions to draw such funds except as disclosed as of the date hereof, shall be sufficient to enable Buyers to pay the Estimated Purchase Price and the fees and expenses of Buyers relating to the transactions contemplated by this Agreement that are required to be paid at the Closing. Each Buyer acknowledges and agrees that under the terms of this Agreement, the obligations of Parent and Merger Sub its obligation to consummate the Merger are transactions contemplated by this Agreement is not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent contingency or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subcondition.

Financial Capability. Parent Merger Sub has delivered received the executed Bank Commitment Letter and the Bridge Commitment Letter attached to Section 4.5 of the Purchaser Disclosure Letter (together the "Commitment Letters") with respect to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the debt financing of arrangements for the transactions contemplated by this Agreement, other than as set forth in hereby (the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b"Financing"). As of the date hereofof this Agreement, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent have not been amended or rescinded. Merger Sub will deliver to Seller correct and complete copies of the definitive agreements for the Financing of the transactions contemplated hereby promptly when entered into. The aggregate proceeds of the Financing provided for in the Commitment Letters will be sufficient to pay the Cash Merger Consideration after the adjustments in Article II and perform the other obligations of Merger Sub and the Surviving Corporation following the Closing. As of the date hereof, Purchaser and Merger Sub believe that such Financing will be obtained. Immediately after the Closing, the capitalization of the Surviving Corporation on a validconsolidated basis will (i) include equity that will be at a level not materially less than the equity capitalization set forth in the Commitment Letters and (ii) include a level of total debt that will not be materially greater in the aggregate than the total amount of debt (including the calculated amount of revolving loan facilities) set forth in the Commitment Letters (other than Closing Indebtedness and subordinated notes payable to Seller in connection with this Agreement). Notwithstanding the prior sentence, binding and enforceable obligation of Parent and, the Company shall be entitled to make adjustments to the knowledge capitalization set forth in Section 4.6 by issuing subordinated notes on terms equivalent to the Surviving Corporation Notes instead of Parent, each other party thereto, subject only to preferred stock provided that (i) the satisfaction or waiver amount of additional notes issued in lieu of preferred stock does not materially and adversely affect the solvency of the Financing Conditions Surviving Corporation, and Seller is not treated disproportionately with respect to its Surviving Company Notes and preferred stock as compared to the Purchaser's preferred stock and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws at least 32,000 shares of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that Company Preferred Stock are due and payable on or prior issued pursuant to the date Contribution and more than 20% of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse such shares of time or both, would constitute a breach or default that could reasonably be expected Company Preferred Stock are transferred to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related Purchaser pursuant to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubStock Purchase.

Financial Capability. Parent has delivered to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at At the Closing, Parent and Merger Sub shall will have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment consummate the Merger and to perform their respective obligations under this Agreement. Ultimate Parent has delivered to the Company a true and complete copy of all amounts to be paid by them hereunder on and after the Closing Dateexecuted Debt Commitment Letter. The Debt Commitment Letters have Letter has not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters)Agreement. Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreementthe Debt Commitment Letter, other than as set forth in the Debt Commitment Letters Letter and the Debt Fee Letters. Assuming (x) fee letters related thereto, in each case that the parties would impose additional, or make more burdensome any existing, conditions precedent related to the funding of the full amount of the Debt Commitment Letters (Financing other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the Financing Conditions. The proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters)related thereto) will be loaned by Ultimate Parent to Parent, and, together with other financial resources of Ultimate Parent, Parent and Merger Sub (including cash, available lines cash equivalents and marketable securities of credit or other sources of immediately available fundsUltimate Parent, Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date), will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration Consideration, Option Payments and the aggregate Company Accelerated Equity Award RSU Payments to which holders of Shares Shares, Company Options and Company Accelerated Equity Awards RSUs, respectively, will be entitled at the Effective Time pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)Agreement. As of the date hereofof this Agreement, the commitments contained in the Debt Commitment Letters Letter have not been withdrawn or rescinded in any respect. As of the date hereofof this Agreement, the Debt Commitment Letters are Letter is in full force and effect and represent represents a valid, binding and enforceable obligation of Ultimate Parent and, to the knowledge of Parent, each other party theretothereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity), and provides for the financing contemplated thereby subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditorsConditions. Ultimate Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No As of the date of this Agreement, to the knowledge of Parent, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Ultimate Parent or a breach or default by any other party thereto under any term of the Debt Commitment LettersLetter. As of the date of this Agreement, subject to the satisfaction of the conditions contained in Sections 6.1 and 6.2 and assuming the accuracy of the Company’s representations and warranties set forth in Article 3, Parent has no reason to believe that Ultimate Parent or any other party thereto will be unable to satisfy on a timely basis any term of the Debt Commitment Letter to be satisfied by it. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming The only conditions precedent or other contingencies related to the condition set forth in Section 6.2(a) regarding the representations and warranties funding of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied Debt Financing on the Closing Date, Parent has no reason to believe Date that (i) any of will be included in the Debt Financing Documents shall be the Financing Conditions will not be satisfied or (ii) contained in the Debt Financing will not be made available to Parent on the Closing DateCommitment Letter. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent, Ultimate Parent or Merger Sub of any financing arrangements, the obtaining by Parent, Ultimate Parent or Merger Sub of any financing (other than financing to be obtained by Parent from Ultimate Parent and by Merger Sub from Parent) or the availability, grant, provision or extension of any financing to Parent, Ultimate Parent or Merger Sub.

Financial Capability. Parent (a) Buyer has delivered entered into a debt commitment letter (the “Debt Commitment Letter”) with Goldman Sachs Bank USA, confirming their respective commitments to provide the Buyer with debt financing in connection with the transactions contemplated by this Agreement in the amounts set forth therein (including any bonds or other debt financing issued or incurred in lieu of the committed bridge facility to be provided under the Debt Commitment Letter, the “Debt Financing”). The Debt Commitment Letter is attached as Exhibit H. (b) Buyer has entered into an equity commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”) with MFN Partners, LP (the “Equity Financing Source”), confirming its commitment to provide the Buyer with equity financing in connection with the transactions contemplated by this Agreement in the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter is attached as Exhibit K. (c) Each of the Commitment Letters is a legal, valid and binding obligation of the parties thereto, is in full force and effect, and is enforceable against the parties thereto in accordance with its terms. (d) There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party relating to the Company a true Financing other than (i) as expressly set forth in the Commitment Letters and complete copy (ii) customary engagement letters, fee letters, non-disclosure agreements or other related agreements, none of each which impact the conditionality or aggregate amount of the executed Debt Financing. (e) Except as specifically set forth in the Commitment Letters, and (i) there are no conditions precedent to the Debt Fee Letters (redacted to delete the economic and “market flex” provisions obligations of the Debt Fee Letters). Assuming Financing Sources to fund the Financing (xincluding pursuant to any flex provisions) that the parties and (ii) there are no contingencies pursuant to any Contract relating to the Debt Commitment Letters transactions contemplated by this Agreement to which Buyer or any of its Affiliates is a party that would permit any of the Financing Sources to reduce the total amount of the Financing or impose any additional condition to the availability of any component of the Financing. (other than the Parent and Merger Subf) perform their obligations in accordance with the terms thereof and (yi) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior (and, to the date Knowledge of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an Buyer, no such amendment or modification of is contemplated), and (ii) the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as respective commitments set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respectrespect (and, to the Knowledge of Buyer, no such withdrawal or rescission is contemplated). As No event has occurred which would result in any breach by Buyer of, or constitute a default by Buyer under (or an event which with notice or lapse of the date hereoftime or both would constitute a default), the Debt Commitment Letters are Letter or the Equity Commitment Letter, in full force and effect and represent a valideach case, binding and enforceable obligation of Parent andin the form attached to this Agreement, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver otherwise result in any portion of the Financing Conditions contemplated thereby to be unavailable or delayed (assuming satisfaction of the conditions set forth in Section 6.3). Buyer (A) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Commitment Letters inaccurate in any material respect, (B) has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Commitment Letters and (iiC) has no reason to believe that any portion of the qualification Financing required to consummate the transactions contemplated by this Agreement will not be made available to Buyer on the Closing Date, including any reason to believe that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws any of general application relating to or affecting rights of creditorsthe Financing Sources will not perform their respective obligations under the Commitment Letters in accordance with their respective terms and conditions. Parent Buyer has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable fees required by the Commitment Letters to be paid on or prior to before the date of this Agreement, and will pay in full any other commitment fees and other fees required to be paid thereunder on or before the Closing. (g) Buyer will have at the Closing (i) the resources and capabilities (financial and otherwise) to perform its obligations under this Agreement and the transactions contemplated hereunder (including all payments to be made by it in connection herewith) and (ii) immediately available funds in connection with the Debt Financing. No event has occurred whichFinancing and the Equity Financing in an aggregate amount (after netting out applicable fees, with or without noticeexpenses, lapse of time or bothoriginal issue discount and similar premiums and charges provided under the Debt Commitment Letter, would constitute a breach or default and assuming that could reasonably be expected all rights to result in a failure to satisfy a Financing Condition on flex the part of Parent or a breach or default by any other party thereto under any term terms of the Debt Commitment Letters. There Financing (including any original issue discount flex) are no conditions precedent or other contingencies related exercised to their maximum extent) that will enable Buyer to (A) consummate the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in transactions contemplated by this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of contemplated by this Agreement, the (B) pay all related fees and expenses and (C) satisfy its other payment obligations of Parent and Merger Sub to consummate the Merger are contemplated by this Agreement. The Buyer has not in incurred any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub Liability of any financing arrangementskind, and is not contemplating the obtaining by Parent or Merger Sub incurrence of nor is aware of any financing or the availability, grant, provision or extension Liability of any financing to Parent kind, in either case, which would impair or Merger Subadversely affect such resources, funds or capabilities.

Financial Capability. Parent has (i) At the Closing, Investors will have access to available funds necessary to consummate the Closing on the terms and conditions contemplated by this Agreement. Investors are not aware as of the Initial Signing Date of any reason by which the funds sufficient to fulfill its obligations under Article I will not be available at the Closing. (ii) Investors have delivered to the Company a true true, correct and complete copy of each an executed amended and restated commitment letter between Conversant Opportunity Master Fund LP and Investors, dated as of the executed Debt date hereof, a copy of which is attached hereto as Exhibit F (together with all annexes, schedules and exhibits (in each case, if any) thereto, the “A&R Equity Commitment LettersLetter,” and the commitment thereunder, the “Equity Financing Commitment”) to provide, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (the “Equity Financing”), pursuant to which, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties subject to the Debt Commitment Letters (other than terms and conditions of which, the Parent Persons party thereto have committed to provide equity financing in the respective amounts, and Merger Sub) on the terms and conditions set forth therein. The Equity Financing is in amounts sufficient to enable Investors to perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied under this Agreement at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated herebyhereby at Closing, including the payment of the aggregate cash to be paid as Merger Consideration Purchase Price and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)Backstop Commitment. As of the date hereofof this Agreement, the commitments contained in the Debt A&R Equity Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are Letter is in full force and effect and represent constitutes a valid, legal, binding and enforceable obligation of Parent and, to Investors and the knowledge other parties thereto. As of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement Agreement, the A&R Equity Commitment Letter has not been withdrawn, terminated, amended, restated, replaced, supplemented or otherwise modified or waived and no such withdrawal, termination, amendment, restatement, replacement, supplement, modification or waiver is contemplated. The A&R Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof and is entitled to enforce such agreement. There are no side letters or other agreements, contracts or understandings relating to the A&R Equtiy Commitment Letter that could adversely affect the availability of the Equity Financing, and neither Investor knows of any facts or circumstances that may be expected to result in connection with any of the Debt Financingconditions set forth in the A&R Equity Commitment Letter not being satisfied, or the Equity Financing not being available to the Investors, on the Closing Date. No event has occurred whichthat, with or without notice, lapse of time or both, would, or would constitute a breach or default that could reasonably be expected to result in to, constitute a failure to satisfy a Financing Condition default or breach on the part of Parent Investor, or a breach or default by any other party thereto thereto, under any term or condition of the Debt A&R Equity Commitment LettersLetter, and neither Investor has reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the A&R Equity Commitment Letter. There Except as expressly set forth in the A&R Equity Commitment Letter, there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Equity Financing. As of the date of this Agreement, other than no financing source has notified Investors of its intention to terminate or withdraw the Equity Financing ConditionsCommitment. Assuming Subject to the condition set forth satisfaction of the conditions contained in Section 6.2(a) regarding the representations 4.1 and warranties 4.2, as of the Company contained in date of this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing DateAgreement, Parent neither Investor has no reason to believe that (i) any of the conditions to the Equity Financing Conditions contemplated by the Equity Financing Commitment will not be satisfied or (ii) that the Debt Equity Financing will not be made available to Parent Investors on the Closing Date. Parent understands As of the date of this Agreement, neither Investor is aware of any fact or occurrence that makes any representation or warranty of such Investor included in this Agreement or the Equity Financing Commitment inaccurate. Upon funding of the Equity Financing Commitment, each Investor will have on the Closing Date, funds sufficient to fund all of the amounts required to be provided by each Investor for the consummation of the transactions contemplated hereby at Closing, including the payment of the Purchase Price and acknowledges the Backstop Commitment, and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby at Closing, including all related fees and expenses, and such available funds are sufficient for the satisfaction of all of Investors’ obligations under this Agreement at Closing, as applicable. (iii) It is expressly acknowledged and agreed by each Investor that the obligations of such Investor under this Agreement are not subject to any conditions regarding each Investor’s, its Affiliates’, or any other Person’s ability to obtain financing for the terms consummation of the transactions contemplated hereby. (iv) Concurrently with the execution of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject Guarantor has delivered to the consummation by Parent or Merger Sub Company the A&R Guarantee, pursuant to which, among other things, the Guarantor has guaranteed, on the terms and conditions set forth therein, certain obligations, covenants and agreements of Investors under this Agreement. The A&R Guarantee is in full force and effect and constitutes the valid and binding obligation of the Guarantor, enforceable in accordance with its terms, subject in each case to the effect of any financing arrangementsapplicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the obtaining by Parent effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or Merger Sub at law). (v) Following the Closing, Investors will have access to available funds necessary to fund amounts pursuant to Section 3.2. Neither Investor is aware as of the date hereof of any financing or reason by which the availability, grant, provision or extension of any financing funds sufficient to Parent or Merger Subfulfill its obligations under Section 3.2 will not be available.

Financial Capability. Parent has delivered to the Company a true and complete copy (a) Acquiror has, as of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in and shall have on the Debt Commitment Letters Initial Closing Date, access to sufficient funds to enable Acquiror and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient Tower Operator to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and fees and expenses of Acquiror relating to the aggregate Company Accelerated Equity Award Payments transactions contemplated hereby. (b) Acquiror has delivered to which holders AT&T true, complete and correct copies of Shares the executed commitment letter, dated as of October 18, 2013, by and Company Accelerated Equity Awards will be entitled among Mxxxxx Sxxxxxx Senior Funding, Inc., Bank of America, N.A., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, JPMorgan Chase Bank, N.A., J.X. Xxxxxx Securities LLC, Barclays Bank PLC and the other lenders named therein and Acquiror (the “Debt Financing Commitment”), pursuant to this Agreement which, upon the terms and subject to the repayment of conditions set forth therein, the indebtedness contemplated by Sections 5.17(a) and 5.17(blenders party thereto have agreed to lend the amounts set forth therein (the “Debt Financing”). As of the date hereofThe Debt Financing Commitment has not been amended or modified, and the commitments contained in the Debt Financing Commitment Letters have not been withdrawn or rescinded in any respectrespect or terminated other than in accordance with the terms thereof and as permitted herein. As Except for the fee letter relating to the Debt Financing Commitments (redacted copies of which have been provided to AT&T), there are no other agreements, side letters or arrangements to which Acquiror or any of its Affiliates is a party relating to the Debt Financing Commitment that contain provisions (other than provisions expressly set forth in the Debt Financing Commitment) that could affect the availability of the date hereofDebt Financing. Except as otherwise permitted to be terminated by the terms of this Agreement, the Debt Financing Commitment Letters are is in full force and effect and represent a valid, constitutes the legally valid and binding and enforceable obligation obligations of Parent Acquiror and, to the knowledge Knowledge of ParentAcquiror, each the other party parties thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt FinancingFinancing (including any “flex” provisions), other than the Financing Conditions. Assuming the condition as expressly set forth in Section 6.2(athe Debt Financing Commitment. No event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) regarding by Acquiror under the representations Debt Financing Commitment, and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no Acquiror does not have any reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) conditions to the Debt Financing will not be made satisfied or that the Debt Financing will not be available to Parent Acquiror on the Initial Closing Date. Parent understands and acknowledges that under Acquiror has fully paid all commitment fees or other fees required to be paid on or prior to the terms date of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject Agreement pursuant to the consummation by Parent Debt Financing Commitment or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subrelated fee letter.

Financial Capability. (a) Subject to the receipt of the Financing, Parent will have sufficient funds available to it for Parent to complete the transactions contemplated hereby, and to satisfy all of the obligations of Parent as and when contemplated by this Agreement and to pay or otherwise perform the obligations of Parent under any other agreements or documents entered into in connection with the transactions contemplated hereby and the Commitment Letter, including paying the aggregate Merger Consideration at Closing, and any required refinancings or repayments of existing indebtedness of the Company or any of its Subsidiaries and paying all related fees and expenses. (b) Parent has received and accepted a fully executed commitment letter dated as of the date hereof (together with all exhibits, annexes and schedules thereto, and as amended, supplemented or replaced in compliance with this Agreement, the “Commitment Letter”) from the lender named therein (the “Initial Lender”, and, collectively with any additional lenders or financing sources who become party to the Commitment Letter or the Definitive Agreements (including, in each case, by way of joinder or assignment), the “Lenders”) pursuant to which the Initial Lender has agreed, subject to the terms and conditions thereof, to provide the amounts of debt financing set forth therein, and for the purposes described therein. The debt financing committed pursuant to the Commitment Letter is referred to in this Agreement as the “Financing”. (c) Parent has delivered to the Company a true true, complete and complete correct copy of each of the executed Debt Commitment LettersLetter (and if certain terms of the debt financing commitment are set forth in a fee letter, and Parent has provided to the Debt Fee Letters (Company, on a confidential basis, copies of such fee letter that have been redacted to delete any confidential compensation information, market flex provisions and fee amounts (none of which would adversely affect the economic and “market flex” provisions amount, conditionality, enforceability, termination or availability of the Debt Fee LettersFinancing in any material respect or that would reduce the amount below an amount needed to make all payments required by this Agreement or materially delay or prevent the Closing). Assuming (x) that The Commitment Letter constitutes the entire and complete agreement of the parties thereto with respect to the Debt Commitment Letters (other than the Parent Financing and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines as of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement there are no side letters or other contracts or arrangements (provided that except for customary fee letters and engagement letters (none of which adversely affect the existence amount, conditionality, enforceability, termination or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification availability of the Debt Commitment LettersFinancing in any material respect). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement ) relating to the financing funding, of the transactions contemplated by this Agreementfull amount of, or the conditionality, enforceability, termination or availability of, the Financing other than as expressly set forth in or contemplated by the Commitment Letter. (d) Except as expressly set forth in the Debt Commitment Letters and Letter, there are no conditions precedent to the Debt Fee Lettersobligations of the Initial Lender to provide the Financing or any terms or contingencies that would, or could reasonably be expected to, permit the Initial Lender to reduce the total amount of the Financing. Assuming (x) the satisfaction of the conditions in ARTICLE VI, as of the date of this Agreement, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Commitment Letter on or prior to the Closing Date, nor to the knowledge of Parent, does Parent have any reason to believe that the parties to the Debt Commitment Letters Initial Lender will not perform its obligations thereunder. (other than the Parent and Merger Sube) perform their obligations The Financing, when funded in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters)Commitment Letter, together with cashcash on hand, available lines of credit or other sources of immediately available funds, will be shall provide Parent with cash proceeds on the Closing Date sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash pay all amounts required to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled by Parent pursuant to this Agreement Article II at the Closing and the repayment any expenses incurred by Parent in connection therewith. Parent has not incurred, and is not contemplating or aware of, any obligation, commitment, restriction or other liability of the indebtedness contemplated by Sections 5.17(aany kind, in each case that would impair or adversely affect such resources, funds or capabilities. (f) and 5.17(b). As of the date hereofThe Commitment Letter is (i) a legal, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, of each of the other party theretoparties thereto in accordance with their respective terms (subject to the Enforceability Exceptions) (ii) in full force and effect, subject only and (iii) does not contain any material misrepresentation by Parent. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to (i) constitute a default or breach or a failure to satisfy a condition precedent on the satisfaction part of Parent or, to the knowledge of Parent, any other parties thereto under the terms of the Commitment Letter, or waiver otherwise result in any portion of the Financing Conditions and (ii) the qualification that such enforceability may contemplated thereby to be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditorsunavailable. Parent has fully irrevocably paid in full (or caused to be paid) any and all commitment fees or other fees and other amounts that are due and payable expenses required to be paid pursuant to the terms of the Commitment Letter on or prior to before the date of this Agreement Agreement, and will continue to timely pay in connection with full (or caused to be paid) any such amounts arising under the Debt FinancingCommitment Letter as and when they become due and payable. No event As of the date of this Agreement, the Commitment Letter has occurred whichnot been modified, with amended, withdrawn or without noticerestated as of the date hereof, lapse the Commitment Letter will not be amended or modified as of time Closing Date except to the extent permitted by Section 5.17, and none of the respective commitments under any of the Commitment Letter has been withdrawn, terminated or bothrescinded in any respect (and no such withdrawal, would constitute a breach termination or default that could reasonably be expected rescission is contemplated). Except as set forth in the Commitment Letter, there are no side letters or other agreements, contracts or arrangements to result in a failure to satisfy a Financing Condition on the part of which Parent or any of its Subsidiaries is a breach party relating to the funding or default by any other party thereto under any term investing, as applicable (except for customary fee letters and engagement letters and customary arrangements or agreements to syndicate a portion of the Debt Commitment LettersFinancing), of the full amount of the Financing. There are no conditions precedent or other contingencies (x) related to the funding of the full amount of the Debt Financing or any provisions that could reduce the aggregate amount of the Financing set forth in the Commitment Letter or the aggregate proceeds contemplated by the Commitment Letter or (y) that could otherwise adversely affect the conditionality, enforceability or availability of the Commitment Letter with respect to all or any portion of the Financing, other than the Financing Conditions. Assuming the condition as set forth in Section 6.2(a) regarding the representations and warranties Commitment Letter in the form so delivered to the Company. As of the Company contained in this Agreement date hereof, no party to any Commitment Letter has any right to impose, and the condition set forth in Section 6.2(b) regarding the Company’s performance Parent and compliance with all covenants and obligations under this Agreement required Merger Sub do not have an obligation to be performed and complied with by it are satisfied on the Closing Dateaccept, Parent has no reason to believe that (i) any condition precedent to the funding of the Financing Conditions will not be satisfied other than as expressly set forth in or contemplated by the Commitment Letter or (ii) any reduction to the Debt Financing will not be made aggregate amount available to Parent on the Closing Date. Parent understands and acknowledges that under the terms Commitment Letter at Closing (nor any term or condition that would have the effect of this Agreement, reducing the obligations of aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for the Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subtransactions contemplated hereby.

Financial Capability. Parent has delivered (a) Buyer acknowledges that the obligations of Buyer under this Agreement are not contingent upon or subject to any conditions regarding Buyer’s, its Affiliates’, or any other Person’s ability to obtain financing for the Company consummation of the transactions contemplated hereby. (b) (i) Appendix C sets forth a true correct and complete copy of each of the an executed Debt Commitment Lettersequity commitment letter from Lion Capital Fund III, L.P., Lion Capital Fund III (USD), L.P., and Lion Capital Fund III SBS, L.P. (collectively “Lion Fund”) to provide financing (the Debt Fee Letters (redacted “Equity Financing”) pursuant to delete which the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with Investor has committed, on the terms thereof and (y) that subject solely and exclusively to the conditions set forth therein, to invest the cash amounts set forth therein (the “Equity Commitment Letter”) in Section 6.2(aBuyer, and (ii) will be satisfied at Appendix D sets forth correct and complete copies of the Closingexecuted debt commitment letter (the “Debt Commitment Letter” and, Parent together with the Equity Commitment Letter, the “Commitment Letters”), each dated as of the date hereof, by and Merger Sub shall among Xxxxx Fargo Capital Finance, LLC, WF Investment Holdings, LLC, Xxxxx Fargo Securities, LLC, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Barclays Bank Plc, Jefferies Finance LLC, and Buyer, pursuant to which the lenders party thereto have at severally committed, subject to the Closing sufficient cashterms and conditions set forth therein, available lines of credit to provide or other sources of immediately available funds to make payment of all amounts cause to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained provided, debt financing in the amounts set forth therein (the “Debt Fee Letters shall not be deemed to constitute an amendment or modification of Financing” and, together with the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreementEquity Financing, side letter or other commitment or arrangement relating to the financing of “Financing”) in connection with the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)herein. As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a validhave not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Buyer as of the date hereof. As of the date hereof, the Commitment Letters constitute the legal, valid and binding and enforceable obligation of Parent andBuyer, and to Buyer’s Knowledge, the knowledge of Parent, each other party parties thereto, subject only enforceable in accordance with their respective terms against Buyer, and to (i) Buyer’s Knowledge, the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such other parties thereto except as enforceability may be limited by bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of general application equity affecting the availability of specific performance and other equitable remedies. There are no other agreements, side letters, or arrangements to which Buyer is party relating to or affecting rights the Commitment Letters, that would reasonably be expected to adversely affect the availability of creditorsthe Financing. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to As of the date of this Agreement in connection with the Debt Financing. No hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or material breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto Buyer under any term or condition of the Debt Commitment Letters. There are no As of the date hereof, Buyer has fully paid any and all commitment fees or other fees required to be paid under the Commitment Letters on or prior to the date hereof. The Commitment Letters contain all of the conditions precedent or other contingencies related to the funding obligations of the full parties thereunder to make the Financing available to Buyer on the terms therein. The amount of funds contemplated to be provided pursuant to the Debt FinancingCommitment Letters are expected to be sufficient, other than assuming the Financing Conditions. Assuming the condition Sellers’ compliance with their obligations set forth in Section 6.2(aSections 5.3(b)(vi) regarding and 5.3(b)(vii), and assuming the accuracy of the representations and warranties made by the Sellers in Sections 3.6(c), 3.6(d) and 3.6(e), to enable Buyer to pay and satisfy all of the Company contained in its obligations under this Agreement and the condition set forth Ancillary Agreements (including (A) the Closing Date Payment Amount (without duplication of any of the amounts described in Section 6.2(bthe following clause (B)), (B) regarding to pay, satisfy or redeem the Company’s performance Closing Date Credit Facility Indebtedness, the Closing Date Senior Notes Obligations, and compliance with Transaction Expenses, and (C) any and all covenants fees and obligations under this Agreement expenses required to be performed paid by Buyer in connection with the transactions contemplated hereby and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubFinancing).

Financial Capability. Parent (a) Purchaser has delivered to Sellers true, accurate and correct copies of (i) the Company a true executed equity commitment letter (together with all exhibits, and complete copy annexes thereto, the “Equity Commitment Letter”) pursuant to which the equity investor named therein (the “Investor”) have committed to provide Purchaser with equity financing in the amount set forth therein (the “Equity Financing”) and (ii) the executed debt commitment letter to Purchaser (together with all exhibits, schedules and annexes thereto, the “Debt Commitment Letter,” and collectively with the Equity Commitment Letter, the “Commitment Letters”) pursuant to which the lender named therein on behalf of itself and its affiliated originating funds (the “Lender” and together with the “Investor”, the “Financing Sources”) have committed to lend to Purchaser the amounts set forth therein (the “Debt Financing,” and collectively with the Equity Financing, the “Financings”), in the case of each of the executed Debt Commitment Letterspreceding clauses (i) and (ii), and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties subject to the Debt Commitment Letters (other than the Parent respective terms and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)therein. As of the date hereofEffective Date, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent have not been withdrawn or terminated or otherwise amended or modified in any respect. Each Commitment Letter, in the form so delivered, is a validlegal, valid and binding and enforceable obligation of Parent Purchaser and, to the knowledge of ParentPurchaser, each the other party parties thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability except as may be limited by bankruptcythe Enforceability Exceptions. There are no other agreements, insolvencyside letters, reorganization fee letters, understandings or other laws of general application arrangements relating to the Commitment Letters that would permit a reduction in the total amount of the Financings contemplated by the Commitment Letters (other than as contemplated by the terms thereof in effect on the Effective Date) or affecting rights impose additional conditions precedent, or permit any party thereto to expand, amend or modify any of creditors. Parent has fully paid (the conditions precedent set forth therein or caused which would limit or delay the obligations of the Investor or Lender to be paid) provide sufficient funding to complete the Transactions in accordance with the terms of the Commitment Letters or contain any and all commitment fees and other amounts that are due and payable on or prior conditions to the date consummation of this Agreement in connection with the Debt FinancingTransactions or the Financings. No As of the Effective Date, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent Purchaser or a breach its Affiliate(s) (if applicable), or default by to the knowledge of Purchaser, any of the other party thereto parties thereto, under any term or condition of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt FinancingFinancings, other than the Financing Conditions. Assuming the condition as expressly set forth in Section 6.2(a) regarding the representations and warranties Commitment Letters. As of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Effective Date, Parent no Financing Source has notified Purchaser in writing of its intention to terminate its commitment under the Commitment Letters. Purchaser has paid in full all commitment or other fees required by the Commitment Letters that are due as of the date hereof. Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any condition to the funding of the full amount of the Financings or that the Financings will not be available to Purchaser on the Closing Date. (b) Assuming (i) any the accuracy of the Financing Conditions will not be satisfied or representations and warranties set forth in Article V, (ii) the Debt Financing will not be made available to Parent on satisfaction of the Closing Date. Parent understands conditions contained in Section 9.1, Section 9.2 and acknowledges that under Section 9.3 and (iii) the terms performance by each Seller of its obligations contained in this Agreement, the obligations of Parent amounts committed under the Commitment Letters are, and Merger Sub at Closing will be, sufficient to consummate (A) pay the Merger are not Purchase Price, (B) pay all expenses incurred by Purchaser in any way contingent upon or otherwise subject connection with this Agreement and all other amounts payable by Purchaser at the Closing, and (C) provide adequate working capital to the Business at the Closing. Subject to the accuracy of the representations and warranties of Sellers set forth in this Agreement, upon the consummation by Parent or Merger Sub of any financing arrangementsthe Transactions, Purchaser will not be insolvent as defined in Section 101 of the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubBankruptcy Code.

Financial Capability. Parent At the Closing, Buyer will have sufficient funds to effect the Closing and all other transactions contemplated by this Agreement and the Ancillary Documents to which it is a party and to conduct its businesses and operations following the Closing. Buyer has delivered provided to Sellers, on or prior to the Company date of this Agreement, a true and complete copy of (a) an executed commitment letter among Buyer, BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank AG, London Branch, Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and Scotia Capital (USA) Inc., among others and (b) executed back-stop commitment letters among Buyer, on one hand, and each of the executed Debt following, individually, on the other hand, BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank AG, London Branch, Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and Scotia Capital (USA) Inc., among others (the “Backstop Commitment LettersLetter”), in each case, including any exhibits, annexes, schedules or amendments thereto, and excerpts of those portions of each fee letter associated therewith that contain any conditions to funding regarding the Debt Fee Letters (redacted to delete the economic and “market flex” provisions terms of the Debt Fee Letters). Assuming financing to be provided thereby (xclause (a) that and (b) collectively, and as the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations same may be amended, replaced, supplemented, waived or otherwise modified in accordance with Section 6.10, the “Commitment Letter”), pursuant to which the financing sources providing or arranging the Financing (together with their respective Affiliates, and their, as well as their respective Affiliates’, Representatives, the “Financing Sources”) have committed to provide or cause to be provided, subject to the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closingtherein, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained financing in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as amounts set forth in therein (the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(bFinancing”). As of the date hereofof this Agreement, (i) the commitments contained in Commitment Letter (assuming due authorization, execution and delivery by the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereofparties thereto (other than Buyer)) is (A) a legal, the Debt Commitment Letters are in full force valid and effect and represent a valid, binding and enforceable obligation of Parent Buyer and, to the knowledge Knowledge of ParentBuyer, each of the other party parties thereto, subject only (B) enforceable in accordance with its terms against Buyer and, to (i) the satisfaction or waiver Knowledge of Buyer, each of the Financing Conditions and (ii) the qualification that other parties thereto, except, in each case, as such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws fraudulent transfer, reorganization, moratorium and similar Laws of general application applicability relating to or affecting creditors’ rights and general equity principles (regardless of creditorswhether enforcement is sought in a proceeding at law or in equity) and (C) in full force and effect, (ii) the Commitment Letter has not been amended or modified, (iii) none of the obligations and commitments contained in the Commitment Letter has been withdrawn, terminated or rescinded in any respect, (iv) assuming all conditions to effect the Closing set forth in Section 7.1 and Section 7.2 have been satisfied (other than those that, by their nature, are to be satisfied at the Closing, but which conditions, at the time of the Closing are capable of being and would be satisfied if the Closing were to occur as of the date hereof), no event has occurred which (with or without notice or lapse of time, or both) would constitute a default or breach on the part of Buyer or, to the Knowledge of Buyer, any other parties thereto under the Commitment Letter, and (v) assuming all conditions to effect the Closing set forth in Section 7.1 and Section 7.2 have been satisfied (other than those that, by their nature, are to be satisfied at the Closing, but which conditions, at the time of the Closing are capable of being and would be satisfied if the Closing were to occur as of the date hereof), Buyer does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Buyer at the Closing. Parent As of the date of this Agreement, Buyer has fully paid (or caused to be paid) paid any and all commitment fees and other amounts in connection with the Commitment Letter that are due and payable on or prior to the date of this Agreement in connection with the Debt FinancingAgreement. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term As of the Debt Commitment Letters. There date of this Agreement, there are no conditions precedent side letters or other contingencies related agreements, arrangements or understandings (including fee letters) to which Buyer or any of its Affiliates is a party that would affect the funding availability of the full amount of the Debt Financing, Financing other than as expressly set forth in the Commitment Letter. In no event shall the receipt or availability of any funds by or to Buyer or any of its Affiliates or the Financing Conditionsor any other financing transaction be a condition to any of the obligations of Buyer hereunder. As of the date of this Agreement, there are no conditions precedent to the obligations of the Financing Sources to provide the full amount of the Financing contemplated by the Commitment Letter, except as set forth in or contemplated by the Commitment Letter. Assuming all conditions to consummate the condition Closing set forth in Section 6.2(a) regarding 7.1 and Section 7.2 have been satisfied (other than those that, by their nature, are to be satisfied at the representations and warranties Closing, but which conditions, at the time of the Company contained Closing are capable of being and would be satisfied if the Closing were to occur as of the date hereof), the Financing, when funded in this Agreement accordance with the Commitment Letter, together with Buyer’s Cash on hand and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance proceeds of other sources of financing available to Buyer, will provide Buyer with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on acquisition financing readily available at the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub sufficient to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation transactions contemplated by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subthis Agreement.

Financial Capability. Parent Merger Sub has delivered received the -------------------- executed Bank Commitment Letter and the Bridge Commitment Letter attached to Section 4.5 of the Purchaser Disclosure Letter (together the "Commitment Letters") with respect to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the debt financing of arrangements for the transactions contemplated by this Agreement, other than as set forth in hereby (the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b"Financing"). As of the date hereofof this Agreement, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent have not been amended or rescinded. Merger Sub will deliver to Seller correct and complete copies of the definitive agreements for the Financing of the transactions contemplated hereby promptly when entered into. The aggregate proceeds of the Financing provided for in the Commitment Letters will be sufficient to pay the Cash Merger Consideration after the adjustments in Article II and perform the other obligations of Merger Sub and the Surviving Corporation following the Closing. As of the date hereof, Purchaser and Merger Sub believe that such Financing will be obtained. Immediately after the Closing, the capitalization of the Surviving Corporation on a validconsolidated basis will (i) include equity that will be at a level not materially less than the equity capitalization set forth in the Commitment Letters and (ii) include a level of total debt that will not be materially greater in the aggregate than the total amount of debt (including the calculated amount of revolving loan facilities) set forth in the Commitment Letters (other than Closing Indebtedness and subordinated notes payable to Seller in connection with this Agreement). Notwithstanding the prior sentence, binding and enforceable obligation of Parent and, the Company shall be entitled to make adjustments to the knowledge capitalization set forth in Section 4.6 by issuing subordinated notes on terms equivalent to the Surviving Corporation Notes instead of Parent, each other party thereto, subject only to preferred stock provided that (i) the satisfaction or waiver amount of additional notes issued in lieu of preferred stock does not materially and adversely affect the solvency of the Financing Conditions Surviving Corporation, and Seller is not treated disproportionately with respect to its Surviving Company Notes and preferred stock as compared to the Purchaser's preferred stock and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws at least 32,000 shares of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that Company Preferred Stock are due and payable on or prior issued pursuant to the date Contribution and more than 20% of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse such shares of time or both, would constitute a breach or default that could reasonably be expected Company Preferred Stock are transferred to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related Purchaser pursuant to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubStock Purchase.

Financial Capability. (a) Parent has delivered to the Company a true true, correct and complete copy of each of the executed Debt Commitment LettersLetter. The Commitment Letter provides, and the Debt Fee Letters (redacted will continue to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) provide, that the parties Company is a third party beneficiary thereof. Neither Parent nor Acquisition Sub will be required to the Debt Commitment Letters (obtain any additional financing, other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions amounts set forth in Section 6.2(a) the Commitment Letter, in order to consummate the Transactions, and Parent will be satisfied at the Closing, Parent have and Merger will cause Acquisition Sub shall to have at the Offer Closing and the Merger Closing, the available cash on hand in an aggregate amount sufficient cash, available lines of credit to enable Acquisition Sub to consummate the Transactions. Parent acknowledges that its obligations under this Agreement are not contingent or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified conditioned in any manner prior to on obtaining any financing. (b) As of the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are Letter is in full force and effect and represent has not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect. The Commitment Letter, in the form so delivered, is a validlegal, valid and binding and enforceable obligation of Parent or Acquisition Sub and, to the knowledge of Parent, each the other party parties thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization . There are no side letters or other laws of general application agreements, contracts or arrangements (except for customary fee letters and engagement letters) relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt FinancingCommitment Letter. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto Acquisition Sub under any term term, or a failure of any condition, of the Debt Commitment LettersLetter or otherwise result in any portion of the financing contemplated thereby to be unavailable. Subject to the satisfaction of the conditions contained in Section 6.1 and the Offer Conditions, neither Parent nor Acquisition Sub has reason to believe that it would be unable to satisfy on a timely basis any term or condition of the Commitment Letter required to be satisfied by it. Parent and/or Acquisition Sub have fully paid any and all commitment fees or other fees required by the Commitment Letter to be paid on or before the date of this Agreement. The aggregate proceeds to be provided pursuant to the obligations under the Commitment Letter, together with cash on hand, shall be sufficient to fund all of the amounts required to be provided by Parent for the consummation of the Transactions, and are sufficient for the satisfaction of all of Parent’s and Acquisition Sub’s obligations under this Agreement, including the payment of: (i) the Offer Price in respect of each share of Company Common Stock validly tendered and accepted for payment in the Offer, (ii) the Total Common Merger Consideration, (iii) the Total Option Cash Payments and (iv) all associated costs and expenses of the Offer and the Merger. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financingequity financing contemplated by the Commitment Letter, other than the Financing Conditions. Assuming the condition as expressly set forth in Section 6.2(a) regarding or contemplated by the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubCommitment Letter.

Financial Capability. Parent has delivered to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) Buyer will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available U.S. funds to make payment of enable Buyer to pay the Purchase Price, to permit Buyer to perform in a timely manner all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreementobligations under this Agreement, side letter or other commitment or arrangement relating and to the financing of consummate the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and subject to the conditions herein. Buyer has delivered to Sellers true and complete copies, including all exhibits and schedules thereto, of the fully executed commitment letter, dated as of the date hereof (y) that the “Financing Commitments”), between Buyer and the Financing Sources party thereto, pursuant to which such Financing Sources have committed, upon the terms and subject to the conditions set forth in Section 6.2(a) will be satisfied at therein, to lend the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained amounts set forth in the Debt Fee LettersFinancing Commitments (the “Financing”). The Financing, when funded, together with cash, Buyer’s other available lines of credit or other sources of immediately available fundscapital, will be sufficient for Buyer to pay the Purchase Price at the Closing and to consummate the transactions contemplated herebyby this Agreement, including in accordance with the payment terms and subject to the conditions herein. The Financing Commitments have not been amended, restated or otherwise modified or waived prior to the execution and delivery of the aggregate cash to be paid as Merger Consideration this Agreement, and the aggregate Company Accelerated Equity Award Payments respective commitments contained in the Financing Commitments have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to which holders the execution and delivery of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)Agreement. As of the date hereofexecution and delivery of this Agreement, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters Financing Commitments are in full force and effect and represent a validconstitute the legal, valid and binding and enforceable obligation of Parent each of Buyer and, to the Buyer’s knowledge of Parent(assuming due authorization, each other party thereto, subject only to (i) the satisfaction or waiver execution and delivery of the Financing Conditions and parties thereto (ii) other than Buyer)), the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Lettersparties thereto. There are no conditions precedent or other contingencies (including pursuant to any “flex” provisions) related to the funding of the full amount of the Debt FinancingFinancing pursuant to the Financing Commitments, other than as expressly set forth herein and in the Financing ConditionsCommitments. Assuming Subject to the condition set forth satisfaction of the conditions contained in Section 6.2(a) regarding the representations 9.1 and warranties Section 9.3, as of the Company contained in this Agreement date hereof, Buyer does not have any reason to believe that any of the conditions to the Financing Commitments will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Buyer’s and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and its Affiliates’ obligations under this Agreement required and of all fees and expenses reasonably expected to be performed and complied with by it are satisfied incurred in connection herewith will not be available to Buyer on the Closing Date, Parent subject to the completion of the Documentation Period and the performance of each Seller of its obligations under this Agreement. Except for fee letters with respect to fees and related arrangements with respect to the Financing, of which Buyer has delivered a true, correct and complete copy to Dover US prior to the date of this Agreement (other than with respect to fee amounts, pricing caps and other economic terms, and the rates and amounts included in the “market flex” provisions, which may be redacted, but which redacted information do not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Financing), engagement letters and fee credit letters, as of the date of this Agreement there are no reason side letters or other agreements, Contracts or arrangements related to believe that (i) any the funding of the full amount of the Financing Conditions will not be satisfied or (ii) other than as expressly set forth in the Debt Financing will not be made available Commitments and delivered to Parent on Dover US prior to the Closing Date. Parent understands and acknowledges that under the terms date of this Agreement, the obligations of Parent . Buyer has fully paid (or caused to be fully paid) all commitment fees and Merger Sub other fees required to consummate the Merger are not in any way contingent upon be paid on or otherwise subject prior to the consummation by Parent or Merger Sub of any financing arrangements, date hereof pursuant to the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubFinancing Commitments.

Financial Capability. Parent (a) Buyer has delivered to entered into (i) commitment letters (the Company a true and complete copy of each of the executed “Debt Commitment Letters, and ”) with the Debt Fee Letters (redacted Financing Sources, confirming their respective commitments to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations provide Buyer with debt financing in accordance connection with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement in the amounts set forth therein (the “Debt Financing”), and (ii) a commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitment Letters”) with The Veritas Capital Fund VIII, L.P. (the “Equity Financing Source”), confirming its commitment to provide Buyer with equity financing in connection with the transactions contemplated by this Agreement in the amount set forth therein, subject to the terms and conditions set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). Xxxxx has provided to Parent substantially final drafts of the Financing Commitment Letters and the Limited Guarantee prior to the date hereof and true, correct and complete copies of the Financing Commitment Letters and the Limited Guarantee concurrently with the execution and delivery of this Agreement. (b) As of the date of this Agreement, the Debt Commitment Letters are legal, valid and binding obligations of the Buyer, and to Buyer’s knowledge, the other parties thereto, are in full force and effect, and are enforceable against Buyer and, to the knowledge of Buyer, each other party thereto in accordance with their terms (except as such enforceability may be limited by (i) the Bankruptcy and Equity Exception and (ii) the availability of injunctive relief and other equitable remedies). The Equity Commitment Letter is a legal, valid and binding obligation of the Buyer and the other parties thereto, is in full force and effect, and is enforceable against Buyer and each other party thereto in accordance with its terms (except as such enforceability may be limited by (A) the Bankruptcy and Equity Exception and (B) the availability of injunctive relief and other equitable remedies). (c) There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party relating to the Financing, other than (i) as expressly set forth in the Financing Commitment Letters (including the fee letter referenced therein) and (ii) customary engagement letters or non-disclosure agreements, in each case, which do not adversely impact the conditionality or aggregate amount of the Financing, that would reasonably be expected to (A) adversely affect the ability of Buyer to satisfy any of the conditions to the Financing within its control, (B) prevent or delay the availability or amount of the Financing or (C) adversely affect the enforceability of the Financing Commitment Letters, other than as expressly set forth in the applicable Financing Commitment Letters and the fee letters related thereto. (d) The Equity Commitment Letter provides that Parent is a third-party beneficiary thereof and is entitled to enforce the Equity Commitment Letter, subject to the terms and conditions set forth therein. (e) Except as specifically set forth in the applicable Financing Commitment Letters, (i) there are no conditions precedent to the obligations of (A) the Equity Financing Source to fund the Equity Financing or (B) the Debt Financing Sources to fund the Debt Financing (including pursuant to any flex provisions) and (ii) there are no contingencies pursuant to any Contract relating to the transaction contemplated by this Agreement to which Buyer or any of its Affiliates is a party that would permit any of the Equity Financing Source or the Debt Financing Sources to reduce the total amount of the Financing or impose any additional condition to the availability of any component of the Financing. (f) As of the date of this Agreement, (i) none of the Financing Commitment Letters has been amended or modified (and no such amendment or modification is contemplated except as expressly contemplated in the Debt Commitment Letters and the with respect to additional Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof Financing Sources joining), and (yii) that the conditions respective commitments set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respectrespect (and no such withdrawal or rescission is contemplated). As of the date hereofof this Agreement, no event has occurred which would result in any breach by Buyer of, or constitute a default by Buyer under (or an event which with notice or lapse of time or both would constitute a default), the Debt Financing Commitment Letters are in full force and effect and represent a validthe form attached to this Agreement, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver otherwise result in any portion of the Financing Conditions contemplated thereby to be unavailable or delayed (assuming satisfaction of the conditions set forth in Section 7.3). As of the date of this Agreement, and assuming satisfaction of the conditions set forth in Section 7.1 and Section 7.3, Buyer (A) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in any of the Financing Commitment Letters inaccurate in any material respect, (B) has no reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it or its Affiliates contained in the Financing Commitment Letters and (iiC) has no reason to believe that any portion of the qualification that such enforceability may Financing required to consummate the transactions contemplated by this Agreement will not be limited by bankruptcy, insolvency, reorganization or other laws of general application relating made available to or affecting rights of creditorsBuyer on the Closing Date. Parent Buyer has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior fees required by the Debt Commitment Letters to be paid as of the date of this Agreement Agreement. (g) Buyer will have at the Closing when funded in accordance with the Financing Commitment Letters immediately available funds in connection with the Debt Financing. No event has occurred whichFinancing in an aggregate amount (without duplication and after netting out applicable fees, with or without noticeexpenses, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto original issue discount and similar premiums and charges provided under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related , and assuming that all rights to flex the funding of the full amount terms of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(aare exercised to their maximum extent) regarding the representations and warranties that will enable Buyer to (i) satisfy all of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the CompanyBuyer’s performance and compliance with all covenants and Closing Date obligations under this Agreement required to be performed Agreement, including Xxxxx’s Closing Date obligations under Article II, and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands pay all related fees and acknowledges that under the terms expenses of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubBuyer.

Financial Capability. Parent (a) Purchaser has delivered to the Company Sellers a true and complete copy of each of an executed debt commitment letter (the executed Debt “Commitment LettersLetter”) from Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. (the “Lenders”), and pursuant to which the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with Lenders have committed, on the terms thereof and (y) that subject to the conditions set forth in Section 6.2(a) will be satisfied at the Closingtherein, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit to provide or other sources of immediately available funds to make payment of all amounts cause to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained provided, debt financing in the Debt Fee Letters shall not be deemed amounts set forth therein (the “Transaction Financing”) to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of Purchaser in connection with the transactions contemplated by this Agreement. (b) As of the date of this Agreement, the Commitment Letter has not been amended or modified, and as of the date of this Agreement, the Commitment Letter is in full force and effect. The Commitment Letter constitutes the legal, valid and binding obligations of Purchaser. The Commitment Letter is subject to no contingencies or conditions related to the funding of the amounts set forth in the Commitment Letter, other than as expressly set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations Letter as it may be amended or modified as permitted in accordance with Section 8.11. The fee letter between the Lenders and Purchaser contains no terms thereof and (y) that giving the Lenders the ability to add additional conditions set forth in Section 6.2(a) will be satisfied at to the Closing, the proceeds funding of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained loans described in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)Commitment Letter. As of the date hereofof this Agreement, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent Purchaser has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable fees required by the Commitment Letter to be paid on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected pursuant to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreementthe Commitment Letter. Subject to its terms and conditions, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject Transaction Financing, when disbursed pursuant to the consummation by Parent Commitment Letter or Merger Sub of any Alternative Financing, will provide Purchaser with financing arrangements, at the obtaining by Parent or Merger Sub of any financing or Closing sufficient to permit Purchaser to pay the availability, grant, provision or extension of any financing Purchase Price and to Parent or Merger Subotherwise timely perform its obligations hereunder.

Financial Capability. Parent has delivered to the Company Attached hereto as Exhibit E is a true true, correct and complete copy of the executed debt commitment letter, dated on or about the date hereof, between Buyer and each of Xxxxx Capital LLC and JPMorgan Chase Bank, N.A. (as permitted by Section 7.09 to be amended, modified or replaced, including all exhibits, schedules and annexes attached thereto, collectively, the executed “Debt Commitment LettersLetter”), pursuant to which each of Xxxxx Capital LLC and JPMorgan Chase Bank, N.A. has agreed, upon the Debt Fee Letters (redacted to delete the economic terms and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties subject to the Debt Commitment Letters (other than conditions thereof, to lend the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions amounts set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to therein for purposes including the financing of the transactions contemplated by this AgreementAgreement and related fees and expenses (the “Debt Financing”). Buyer has provided to the Seller a true, complete and correct copy of the executed fee letters related thereto dated as of the date hereof (which fee letter may be redacted solely to redact fee amounts, alternative fee arrangements, flex terms and other than economic terms) as set forth the same may be amended or replaced in accordance with Section 7.09, including all exhibits, schedules and annexes attached thereto, collectively, the Debt Commitment Letters and the “Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters”), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letter and the Debt Fee Letters are have not been amended, restated or otherwise modified or waived in any manner adverse to the Company, and the commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect. The Debt Commitment Letter in the form so delivered to the Seller on the date hereof is in full force and effect and represent a constitutes the legal, valid, binding and enforceable obligation of Parent Buyer and, to the knowledge Knowledge of ParentBuyer, each the other party parties thereto, in each case in accordance with its terms, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment LettersEnforceability Exceptions. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt FinancingFinancing other than as set forth in the Debt Commitment Letter, and other than the Financing ConditionsDebt Fee Letters, there are no side letters or other contracts or arrangements (oral or written) related to the Debt Financing. Assuming To the condition set forth Knowledge of Buyer, no event has occurred that, with or without notice, lapse of time, or both, would constitute a default or breach on the part of Buyer or any other party thereto, in Section 6.2(a) regarding each case under the representations terms and warranties conditions of the Company contained Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Debt Financing, when funded in this Agreement and accordance with the condition set forth Debt Commitment Letter, will, in Section 6.2(b) regarding the Company’s performance and compliance aggregate, together with all covenants and obligations under this Agreement required to Cash, be performed and complied with by it are satisfied sufficient on the Closing Date, Parent has no reason to believe that Date for (i) any of the Financing Conditions will not be satisfied or (iix) the Debt Financing will not be made available to Parent on the satisfaction of all of Buyer’s payment obligations due at Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations Escrow Agreement and any related agreement in connection with consummating the transactions contemplated by this Agreement, including any repayment or refinancing of Parent Company Funded Debt as a result of the consummation of the transactions contemplated by this Agreement and Merger Sub (y) the payment of any fees and expenses payable at Closing by Buyer in connection with the transactions contemplated hereby and the Escrow Agreement. Buyer has fully paid all commitment fees or other fees required to consummate the Merger are not in any way contingent upon be paid on or otherwise subject prior to the consummation by Parent date of this Agreement pursuant to the Debt Commitment Letter or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubDebt Fee Letters.

Financial Capability. Parent has delivered to the Company true, complete and fully executed copies of commitment letters and related fee letters (which in the case of such fee letters may be subject to redaction in a true and complete copy of each of customary manner with respect to fee amounts, including fee amounts in any flex terms) (collectively, the executed “Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (xLetter”) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of from the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, Sources confirming the commitments contained in to provide Parent with the New Debt Commitment Letters have not been withdrawn or rescinded in any respectFinancing. As of the date hereof, the Debt Commitment Letters are Letter is in full force and effect and represent is a valid, valid and binding and enforceable obligation of Parent and, to the knowledge of Parent, each the other party parties thereto. As of the date hereof, subject only the Debt Commitment Letter has not been amended or modified in any material respect, and the commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded or otherwise modified in any material respect. Subject to the terms and conditions of the Debt Commitment Letter, the aggregate proceeds of the New Debt Financing, together with Parent’s cash on hand and available borrowing capacity under Parent’s existing revolver facility, are in an aggregate amount sufficient to pay all obligations of Parent and Merger Sub hereunder, including (a) the amounts payable pursuant to Section 1.2(b), and (b) all of the out-of-pocket costs of Parent, Merger Sub and the Surviving Corporation arising from the consummation of the transactions contemplated by this Agreement and there will be no restriction on the use of such cash for such purposes. The Debt Commitment Letter delivered to the Company contains all of the conditions precedent to the obligations of the parties thereunder to fund the full amount of the financing contemplated by the Debt Commitment Letter. Other than the redacted fee letters provided to the Company as of the date hereof and other than the customary engagement letters with respect to the New Debt Financing, there are no other fee letters, engagement letters, side letters, agreements, contracts or other arrangements relating to the Debt Commitment Letter. As of the date hereof, (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could would reasonably be expected to result in constitute a failure to satisfy a Financing Condition default or breach on the part of Parent under any term, or a breach failure of any condition or default by inability to satisfy any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the New Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained Debt Commitment Letter or otherwise result in this Agreement and any portion of the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required New Debt Financing to be performed unavailable or delayed and complied with by it are satisfied on the Closing Date, (ii) Parent has no does not have reason to believe that (i) it would be unable to satisfy on a timely basis any condition of the Financing Conditions will not Debt Commitment Letter required to be satisfied by it or (ii) that any portion of the New Debt Financing contemplated thereby will be unavailable to Parent at the Closing. Parent has fully paid any and all commitment fees or other fees in connection with the Debt Financing will not be made available to Parent Commitment Letter that are due and payable on or before the Closing Date. Parent understands and acknowledges that under the terms date of this Agreement, the obligations . Each of Parent and Merger Sub to consummate the Merger are affirms that it is not in any way contingent upon or otherwise subject a condition to the consummation by Closing or to any of its other obligations under this Agreement (including consummating the Merger) that Parent or and/or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing (or the availability, grant, provision Surviving Corporation) obtain financing for or extension related to any of any financing to Parent or Merger Subthe transactions contemplated by this Agreement.

Financial Capability. Parent (a) As of the Execution Date, Buyer has delivered to the Company Sellers true, correct, complete and fully executed copies of (i) a true commitment letter and complete copy of each fee letter associated therewith (including all attached exhibits, schedules, annexes, and term sheets thereto that are delivered as of the executed Execution Date, and as amended from time to time after the Execution Date in compliance with Section 6.12, the “Debt Commitment LettersLetter”) dated and in effect on the Execution Date from the Debt Financing Sources party thereto confirming their respective commitments to provide Buyer with debt financing for the Financing Purposes in the amount set forth therein (the “Debt Financing”), and (ii) a commitment letter (the “Equity Commitment Letter” and together with the Debt Fee Letters Commitment Letter, the “Financing Commitment Letters”) dated and in effect on the Execution Date from KPS Special Situations Fund V, LP and KPS Special Situations Fund V (redacted A), LP (the “Equity Financing Sources”) confirming its commitment to delete provide Buyer with equity financing for the economic Financing Purposes in the amount set forth therein (the “Equity Financing” and “market flex” provisions of together with the Debt Fee LettersFinancing, the “Financing”). (b) The Equity Commitment Letter is in full force and effect and is a valid, legal and binding obligation of Buyer and the other parties thereto, enforceable against Buyer and the other parties thereto in accordance with its terms (subject to the Enforceability Exceptions). Assuming The Debt Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Buyer or (xas applicable) its Affiliates that the parties are party to the Debt Commitment Letters Letter (the “Financing Affiliates”) and, to the Knowledge of Buyer, the other than parties thereto, enforceable against Buyer and/ or the Parent and Merger SubFinancing Affiliates (as applicable) perform their obligations and, to the Knowledge of Buyer, the other parties thereto in accordance with its terms (subject to the terms thereof Enforceability Exceptions). As of the Execution Date, none of the Financing Commitment Letters have been amended, modified, or terminated in any respect, and (y) that the conditions set forth respective commitments contained in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Financing Commitment Letters have not been amended withdrawn, rescinded or otherwise modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereofExecution Date, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No no event has occurred which, that (with or without notice, lapse of time or both, ) would reasonably be expected to constitute a breach or default that could reasonably be expected to result in a failure to satisfy a under the Financing Condition Commitment Letters on the part of Parent Buyer and the Financing Affiliates. All fees (if any) required to be paid under the Financing Commitment Letters on or a breach or default by any other party thereto under any term of prior to the Debt Commitment Letters. Execution Date have been paid in full. (c) There are no conditions precedent directly or other contingencies indirectly related to the funding of the full amount of the Financing other than as expressly set forth in the Financing Commitment Letters. As of the Execution Date, Buyer does not have any reason to believe that any of the conditions to the Financing that are within the control of the Buyer or the Financing Affiliates will not be satisfied on a timely basis or that the Financing will not be available to Buyer on the date on which the Closing should occur pursuant to Section 2.6. Other than the Financing Commitment Letters, there are no other contracts, arrangements or understandings entered into by Buyer and the Financing Affiliates related to the funding or investing, as applicable, of the Financing except for (i) customary fee or fee credit letters and engagement letters relating to the Debt Financing, other than (ii) customary engagement letters or non-disclosure agreements which do not impact the conditionality of the Financing Conditionsor (iii) those other agreements that would not reasonably be expected to adversely affect the availability of any portion of the Financing and which do not impact the conditionality of the Financing. Assuming As of the condition Execution Date, a true, correct complete and fully executed copy of each fee or fee credit letter related to the Debt Financing as in effect on the date of this Agreement has been provided to Sellers, with only the fee amounts, “market flex”, “securities demand,” (as to economic or other commercially sensitive terms only), pricing terms, pricing caps and other commercially sensitive terms redacted; provided, however, that no redacted term provides that the aggregate amount or net cash proceeds of the Debt Financing set forth in Section 6.2(athe unredacted portion of the Debt Commitment Letter could be reduced below the amount necessary to consummate transactions contemplated by this Agreement on the Closing Date (giving effect to the Equity Financing), or adds any conditions or contingencies to the availability of all or any portion of the Debt Financing (other than, in each case, any fees, expenses, original issue discounts and similar premiums and charges) regarding or the enforceability of the Debt Commitment Letter. There are no side letters or other agreements relating to the Financing Commitment Letters that would (A) impair, delay or prevent the consummation of the transactions contemplated hereby, (B) reduce the aggregate amount of the Financing, to an amount less than required to satisfy the Financing Purposes (giving effect to the Equity Financing), (C) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing or adversely impact the ability of Buyer or the Financing Affiliates (as applicable) to enforce its or their (as applicable) rights against the other parties to the Financing Commitment Letters or (D) otherwise reasonably be expected to adversely affect the ability of Buyer to timely consummate the transactions contemplated hereby and on the Closing Date. (d) Assuming the Financing is funded on the Closing Date in accordance with the Commitment Letters, the accuracy in all material respects of the representations and warranties of the Company Sellers contained in this Agreement Agreement, and the condition performance in all material respects by the Sellers and their respective Affiliates of its and their obligations under this Agreement, including, but not limited to, the obligations set forth in Section 6.2(b) regarding 6.13, the Company’s performance and compliance with all covenants and obligations under this Agreement required aggregate proceeds of the Financing are in an amount sufficient to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) pay the amounts payable by Buyer at the Closing pursuant to Article II and (ii) pay all related fees and expenses of Buyer pursuant to this Agreement (collectively, the “Financing Purposes”). Buyer affirms that it is not a condition to the Closing that Buyer obtains financing for or related to any of the transactions contemplated hereby. (e) The Equity Commitment Letter provides that each Seller is an express third-party beneficiary thereto for the purpose of seeking, and is entitled to seek, specific performance of Buyer’s right to cause the Equity Financing Conditions will not to be satisfied funded thereunder, and, in connection therewith, each Seller has the right to an injunction, or (ii) the Debt Financing will not be made available other appropriate form of specific performance or equitable relief, to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreementcause Buyer to cause, or to directly cause, the obligations Equity Financing Sources to fund, directly or indirectly, the Equity Financing as, and to the extent permitted by, the Equity Commitment Letter, in each case, when all of Parent and Merger Sub the conditions to consummate funding the Merger are not Equity Financing set forth in any way contingent upon or otherwise the Equity Commitment Letter have been satisfied (in each case subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubSection 9.14(b)).

Financial Capability. (a) As of the date of this Agreement, Parent has delivered received (i) an executed equity commitment letter, dated as of the date hereof (the “Equity Commitment Letter”), from the Guarantors, pursuant to which the Guarantors have committed to provide equity financing in connection with the Transactions in the amount set forth therein, subject to terms and conditions set forth therein (the “Equity Financing”), which Equity Commitment Letter expressly provides that the Company is a third-party beneficiary thereto and entitled to enforce such commitments subject to the Company a terms and conditions set forth therein, and (ii) an executed debt commitment letter, dated as of the date hereof (including all exhibits, schedules and annexes thereto and any associated fee letter, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”), from the Debt Financing Sources, pursuant to which the Debt Financing Sources have committed, subject to the terms and conditions set forth therein, to provide to Parent the amount of debt financing set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”), in each case, solely for the Financing Purposes. A true and complete copy of each Commitment Letter (other than the fee letter referred to in the Debt Financing Commitment Letter, which is addressed below) has been previously provided to the Company. All fees (if any) required to be paid under the Commitment Letters on or prior to the date hereof have been paid in full. As of the date hereof, each Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, in accordance with its terms. As of the date hereof, none of the Commitment Letters have been amended, modified, withdrawn, terminated or rescinded in any respect. To the Knowledge of Parent, no amendment or modification to, or withdrawal, termination or rescission of, any Commitment Letter is currently contemplated (other than to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions Financing Commitment Letter as of the Debt Fee Lettersdate of this Agreement). Assuming (xi) that the parties to accuracy in all material respects of the Debt Commitment Letters (other than the Parent representations and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions warranties set forth in Section 6.2(aArticle 3 and (ii) the performance by the Company and its Subsidiaries of the covenants and agreements contained in this Agreement in all material respects, the aggregate proceeds contemplated by the Commitment Letters will be satisfied at the Closing, sufficient for Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of consummate the transactions contemplated by this Agreement, other than as set forth in including (A) paying the Debt Commitment Letters and the Debt Fee Letters. Assuming Merger Consideration, (xB) that the parties to the Debt Commitment Letters (other than the paying all out-of-pocket expenses incurred by Parent and Merger Sub) perform their obligations Sub in accordance connection with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated herebyby this Agreement, including (C) paying any indebtedness required to be repaid, refinanced, redeemed, retired, cancelled or terminated in connection with the payment consummation of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders (D) satisfying all of Shares and Company Accelerated Equity Awards will be entitled pursuant to its other obligations under this Agreement and the repayment of other agreements and instruments contemplated hereby (collectively, the indebtedness contemplated by Sections 5.17(a) and 5.17(b“Financing Purposes”). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force Parent and effect Merger Sub understand and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges acknowledge that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are Transactions is not in any way contingent upon or otherwise subject to the consummation by Parent Parent’s or Merger Sub Sub’s consummation of any financing arrangements, the obtaining by Parent or Merger Sub obtaining of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub. Except for the fee letter referred to in the Debt Financing Commitment Letter (a true and complete copy of which fee letter has been provided to the Company, with only fee amounts, “market flex” provisions, “securities demand” provisions, pricing terms, pricing caps and other commercially sensitive terms redacted (none of which could adversely affect the conditionality, enforceability, availability or termination of the Financing or reduce the aggregate principal amount of the Financing below the amount required to pay the Financing Purposes and to the extent that any such redacted term shall be modified in such a way to impact the conditionality of the Financing or reduce the aggregate principal amount of the Financing below the amount required to pay the Financing Purposes, then such modified term shall be disclosed to the Company)) and customary engagement letters and fee credit letters related to the Debt Financing (which engagement letters and fee credit letters do not relate to any terms that may adversely affect the conditionality, enforceability, availability or termination of the Financing or reduce the aggregate principal amount of the Financing below the amount required to pay the Financing Purposes), as of the date hereof, there are no side letters or other agreements or contracts or arrangements related to the funding or investing, as applicable, of the Financing other than as expressly set forth in the applicable Commitment Letters. Neither the fee letter referred to in the Debt Financing Commitment Letter nor any other Contract between the Guarantors or the Debt Financing Sources, on the one hand, and Parent or any of its affiliates, on the other hand, contains any conditions precedent or other contingencies (other than as set forth in the applicable Commitment Letters) (x) related to the funding of the full amount of the Financing or any provisions that could reduce the aggregate amount of the Financing set forth in any Commitment Letter, in each case, below the amount required to pay the Financing Purposes or (y) that could otherwise adversely affect the conditionality, enforceability or availability of any Commitment Letter with respect to all or any portion of the Financing required to pay the Financing Purposes. As of the date hereof, neither Parent nor Merger Sub (x) is in breach of any of the terms or conditions set forth in the Commitment Letters and, to the Knowledge of the Parent, 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 or Merger Sub under any term or condition of the Commitment Letters or (y) has any reason to believe that any of the conditions to the Financing would not be satisfied on a timely basis or that the Financing would not be available to Parent on the Closing Date in at least the amount required to pay the Financing Purposes. (b) Concurrently with the execution of this Agreement, the Guarantors have delivered to the Company the duly executed Guaranty. The Guaranty is in full force and effect, has not been amended or modified, and is a legal, valid, binding and enforceable obligation of the Guarantors. No event has occurred which (with or without notice, lapse of time or both) would constitute a default on the part of the Guarantors under the Guaranty.

Financial Capability. Parent has delivered to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit On or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date hereof, Purchaser has delivered to Sellers true and complete copies of the following: (a) a binding Commitment Letter for Equity Bridge Facility addressed to Southern Union Panhandle LLC and Southern Union Company from JPMorgan Chase Bank, JPMorgan Securities, Inc., Merrill Lynch Capital Corp. and Merrill Lynch, Pierce, Fenner & Smitx Xxx. fxx xxe transactions conxxxxxxxed by this Agreexxxx; (b) a binding letter from Southern Union Panhandle LLC and Southern Union Company to advance to Purchaser as equity financing the amounts advanced to Southern Union Panhandle LLC and Southern Union Company pursuant to the Commitment Letter for Equity Bridge Facility referred to in the preceding clause (a); (c) a binding letter from General Electric Capital Corporation to provide equity financing to Purchaser for the transactions contemplated by this Agreement; and (d) a binding Commitment Letter addressed to Purchaser from JPMorgan Chase Bank, JPMorgan Securities, Inc., Merrill Lynch Capital Corp. and Merrill Lynch, Pierce, Fenner & Sxxxx Xxc. xx provide (i) debt fxxxxxxxg to Purchaser for xxx xranxxxxxons contemplated by this Agreement, and (ii) a term loan and a revolving credit facility to refinance the existing credit facilities of Transwestern. The letters referred to in paragraphs (a) through (d) of this Agreement (provided that Section 5.6 provide for funding in an aggregate amount sufficient to purchase the existence or exercise of “market flex” provisions contained in Equity Interest at the Debt Fee Letters shall not be deemed Purchase Price and to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of consummate the transactions contemplated by this Agreement, other than as set forth including, without limitation, payments of fees and expenses contemplated hereunder. None of the letters referred to in the Debt Commitment Letters preceding clauses (a)-(d) has been withdrawn, and the Debt Fee Letters. Assuming (x) Purchaser is not aware of any facts or circumstances that the parties would cause Purchaser to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations be unable to obtain financing in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financingletters, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Dateany such change, Parent has no reason to believe that circumstance or event which results from (ia) any of the Financing Conditions will not be satisfied events described in Section 3.2(d), (b) any material breach by Sellers of any covenant or agreement in this Agreement or any representation or warranty of Sellers having been or becoming untrue in any material respect, or (iic) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Suba Capital Markets Event.

Financial Capability. (a) Parent has delivered to the Company a true and complete copy of each of the executed Debt Commitment Letterswill have, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and cause Merger Sub shall have at the Closing sufficient cashto have, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that i) Acceptance Time sufficient funds to pay the existence or exercise of “market flex” provisions contained aggregate Offer Price in the Debt Fee Letters shall not be deemed to constitute an amendment or modification respect of the Debt Commitment Letters). Neither Parent nor any Tendered Shares and (ii) Effective Time, sufficient funds to pay the aggregate Merger Consideration in respect of its Affiliates has entered into any agreementall of the outstanding Shares contemplated by this Agreement, side letter to pay all other cash amounts payable pursuant to Article III, to repay all of the Indebtedness of the Company that becomes due and payable as of the Acceptance Time or other commitment or arrangement relating to the financing Effective Time in connection with the consummation of the transactions contemplated by this Agreement, and to perform the other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the obligations of Parent and Merger SubSub contemplated by this Agreement. (b) perform their obligations in accordance Simultaneously with the execution and delivery of this Agreement, Parent has provided to the Company a true and correct copy of the fully executed commitment letters from Greenbriar Equity Fund II, L.P., a Delaware limited partnership, Greenbriar Equity Fund II-A, L.P., a Delaware limited partnership, and Greenbriar Co-Investment Partners II, L.P., a Delaware limited partnership (the "Equity Commitments"), pursuant to which the Investors (as defined in the Equity Commitments) have committed, upon the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closingtherein, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any provide to Parent or all “market flex” provisions contained Merger Sub equity financing in the Debt Fee Letters), together cash amount set forth therein in connection with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to by this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(aAgreement. (c) and 5.17(b). As of the date hereofof this Agreement, (i) the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters Equity Commitments are in full force and effect and represent a valid, are valid and binding and enforceable obligation obligations of Parent and, to and the knowledge of Parent, each other party parties thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement have been paid in connection with full and all other commitment fees required to be paid thereunder will be duly paid in full when due and (iii) the Debt Financing. No Equity Commitments have not been terminated or amended or otherwise modified in any respect, and there is no breach existing thereunder. (d) As of the date of this Agreement, assuming the accuracy of the representations and warranties of the Company set forth in Section 4.02 in all material respects (i) no event has occurred whichthat, with or without notice, lapse of time or both, would constitute a default or a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of any of Parent or a breach or default by any other party thereto Merger Sub under any term of Equity Commitment, and (ii) Parent and Merger Sub have no reason to believe that the Debt Commitment Letters. There are no conditions precedent or other contingencies related to financing contemplated by the funding of the full amount of the Debt Financing, other than the Financing Conditions. Equity Commitments will not be consummated as contemplated therein. (e) Assuming the condition set forth in Section 6.2(a) regarding accuracy of the representations and warranties of the Company contained set forth herein including Section 4.02 and compliance by the Company of its covenants and obligations hereunder, neither Parent nor Merger Sub is, as of the date hereof, aware of any fact, occurrence or condition that would cause the commitments provided for in this Agreement and the Equity Commitments to be terminated or ineffective or any of the conditions therein not to be satisfied at or prior to the Acceptance Time or the Effective Time. (f) The equity investments by the Investors under the Equity Commitments are not subject to any condition other than as expressly set forth in Section 6.2(bthe Equity Commitments. (g) regarding For the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Dateavoidance of doubt, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub expressly acknowledge and agree that their obligations hereunder, including their obligations to consummate the Merger Offer or the Merger, are not in subject to, or conditioned on, receipt of the proceeds from the financing contemplated by the Equity Commitments, or any way contingent upon or otherwise subject other financing, prior to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing Acceptance Time or the availabilityEffective Time, grant, provision or extension of any financing to Parent or Merger Subas applicable.

Financial Capability. (a) Parent has delivered to the Company a true and complete copy of each the executed debt commitment letter, dated as of the executed Debt Commitment Lettersdate hereof, among JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc., KeyBank National Association and the Debt Fee Letters Cash Merger Sub (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations as amended, restated, replaced, supplemented, waived or otherwise modified in accordance with the terms thereof of this Agreement, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto (together with any other Person that becomes a party thereto by joinder or otherwise, the “Lenders”) have agreed, upon the terms and (y) that subject to the conditions thereof, to lend the amounts set forth in therein, for, among other things, the purposes of financing the transactions contemplated by this Agreement (including the redemption of the Senior Notes contemplated by Section 6.2(a5.21) will be satisfied at and related fees and expenses (the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date“Debt Financing”). The Debt Commitment Letters have Letter has not been amended amended, restated or otherwise modified in any manner or waived prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the respective commitments contained in the Debt Commitment Letters Letter have not been withdrawn withdrawn, modified or rescinded in any respectrespect prior to the date of this Agreement. As of the date hereofof this Agreement, the Debt Commitment Letters are Letter is in full force and effect and represent a validconstitutes the legal, valid and binding and enforceable obligation of Parent and, to the knowledge of Parent, the other parties thereto in accordance with its terms, in each other party theretocase, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. There are no conditions precedent related to the obligations of the Lenders to fund the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter, and, other than a fee letter relating to fees with respect to the Debt Financing (a complete copy of which has been provided to the Company with fee amounts and other economic terms being the only terms redacted (which redacted terms do not adversely affect the availability of or impose any additional conditions on the availability of the Debt Financing)), there are no side letters or other contracts or binding arrangements (oral or written) to which any Parent Party is a party related to the funding at the Closing of the Debt Financing other than the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Debt Financing, together with the amount in the Trust Account, as of the date of this Agreement, the net proceeds contemplated from the Permitted Equity Financing subject to the THL Subscription Agreement, and other Available Cash will, in the aggregate, be sufficient for the satisfaction of all of the payment obligations of the Parent Parties under this Agreement at the Closing, including the payment of (i) the satisfaction or waiver of the Financing Conditions Total Cash Value, and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or all fees and expenses and other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused payment obligations required to be paidpaid or satisfied by the Parent Parties in connection with the transactions contemplated by this Agreement and the Debt Financing at the Closing (it being understood and agreed that for the purposes of this Section 4.6, the Existing Notes Refinancing (as defined below) shall be deemed to occur at Closing), including any repayment or refinancing of Indebtedness (including the Existing Notes (as defined in the Debt Commitment Letter as in effect on the date hereof)) to be repaid in connection with the consummation of the transactions contemplated by this Agreement (such amount, the “Required Financing Amount”); provided that, for the avoidance of doubt the Required Financing Amount shall always include an amount sufficient to consummate the redemption in full of the Existing Notes (as defined in the Debt Commitment Letter as in effect on the date hereof) (such redemption, the “Existing Notes Refinancing”) as contemplated by the terms of this Agreement and all commitment fees and other amounts that are due and payable on or prior to the Debt Commitment Letter. As of the date of this Agreement Agreement, assuming the satisfaction of the conditions contained in connection with the Debt Financing. No Section 6.1 and Section 6.3, (A) no event has occurred which, with or without notice, lapse of time or both, which would constitute a breach or default that (or an event which with notice or lapse of time or both could reasonably be expected to result in constitute a failure to satisfy a Financing Condition breach or default) on the part of Parent or a breach or default by under the Debt Commitment Letter or, to its knowledge, any other party thereto under any term of to the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(aLetter and (B) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no does not have any reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) conditions to the Debt Financing will not be made satisfied or that the Debt Financing will not be available to Parent on at the Closing Date. Closing. (b) Parent understands has delivered to the Company a true and acknowledges that under complete copy of the executed subscription agreement, dated as of the date hereof, between THL Agiliti LLC and Parent (as amended, restated, replaced, supplemented, waived or otherwise modified in accordance with the terms of this Agreement, the “THL Subscription Agreement”), pursuant to which THL Agiliti LLC (together with any other Person that becomes a party thereto by joinder or otherwise, the “THL Investors”) have agreed, upon the terms and subject to the conditions thereof, to purchase Parent Common Stock in the amounts set forth therein, for, among other things, the purposes of financing the transactions contemplated by this Agreement and related fees and expenses (together with the other equity financings permitted by Section 5.3, the “Permitted Equity Financing”). The THL Subscription Agreement has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the THL Subscription Agreement have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the date of this Agreement, the THL Subscription Agreement is in full force and effect and constitutes the legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto in accordance with its terms, in each case, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. There are no conditions precedent related to the obligations of the THL Investors to fund the full amount of the subscriptions contemplated by the THL Subscription Agreement other than as expressly set forth in the THL Subscription Agreement and, other than as contemplated by this Agreement, there are no side letters or other contracts or binding arrangements (oral or written) entered into by any of the Parent Parties in connection with the THL Subscription Agreement. As of the date of this Agreement, (A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both could constitute a breach or default) on the part of Parent under the THL Subscription Agreement or, to its knowledge, any other party to the THL Subscription Agreement and Merger Sub (B) assuming the satisfaction of the conditions contained in Section 6.1 and Section 6.3, Parent does not have any reason to believe that any of the conditions to the Permitted Equity Financing contemplated by the THL Subscription Agreement will not be satisfied or that the Permitted Equity Financing contemplated by the THL Subscription Agreement will not be available to Parent at the Closing. No commitment fees or other fees are required to be paid pursuant to the THL Subscription Agreement. (c) No Parent Party is entering into this Agreement or the Debt Financing Commitments with the intent to hinder, delay or defraud either present or future creditors. As of the Effective Time and immediately after the transactions contemplated hereby, after giving effect to the consummation of the transactions contemplated by this Agreement and the payment of all fees, costs and expenses payable by Parent with respect to the transactions contemplated hereby and in any loans or financing agreements in connection herewith and assuming (i) satisfaction of the conditions to the Parent Parties’ obligations to consummate the Merger are not transactions contemplated by this Agreement and (ii) the accuracy of the representations and warranties set forth in any way contingent upon or otherwise subject to Article III and the consummation by Parent or Merger Sub of any financing arrangementsCompany’s compliance with its covenants set forth in this Agreement, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubPubCo and its Subsidiaries shall be Solvent.

Financial Capability. Parent has delivered to If the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations Equity Financing is funded in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the ClosingEquity Commitment Letter, Parent and Merger Sub shall have at Purchaser, as of the Closing sufficient cashDate will have, available lines together with cash on hand, existing credit arrangements or otherwise, all of credit or other sources the funds necessary to satisfy all of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing DateDate payment obligations of Purchaser under this Agreement. The Debt Commitment Letters have not been amended or modified in any manner prior to As of the date of this Agreement, Purchaser has received an executed equity commitment letter dated as of the date of this Agreement (provided that the existence or exercise “Equity Commitment Letter”) from the equity financing sources party thereto (the “Equity Financing Sources”) pursuant to which the Equity Financing Sources have committed to provide the amount of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the cash equity financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Equity Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties Letter, subject only to the Debt Commitment Letters (other than the Parent terms and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at therein (the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee LettersEquity Financing”), together with cashwhich Equity Commitment Letter provides that Seller is a third party beneficiary thereto, available lines for purposes of credit or other sources of immediately available funds, will be sufficient to consummate effecting the transactions contemplated hereby. A true, including the payment correct and complete copy of the aggregate cash fully executed Equity Commitment Letter as in effect on date of this Agreement has been provided to Seller. Purchaser has fully paid all commitment and other fees, if any, required by the Equity Commitment Letter to be paid on or before the date of this Agreement, and will pay in full any other commitment fees and other fees required to be paid thereunder as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)when they become payable. As In each case as of the date hereofof this Agreement, the commitments contained Equity Commitment Letter is a legal, valid and binding obligation of Purchaser and, to the Knowledge of Purchaser, each other party thereto, subject to the Bankruptcy and Equity Exceptions, and is in the Debt Commitment Letters have full force and effect, has not been withdrawn (other than as permitted hereunder) amended, modified, withdrawn, terminated or rescinded in any respect. As of the date hereofof this Agreement, Purchaser is not a party to any side letters, contracts or other agreements or arrangements in respect of or modifying the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver terms of the Equity Commitment Letter or Equity Financing Conditions and (ii) not set forth in the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws Equity Commitment Letter. As of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement Agreement, the commitments set forth in connection with the Debt FinancingEquity Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect (and no such withdrawal, rescission, amendment, restatement or modification is contemplated as of the date of this Agreement). No To the Knowledge of Purchaser as of the date of this Agreement, no event has occurred whichwhich would result in any breach by Purchaser of, with or without notice, lapse of time or both, would constitute a breach default by Purchaser under, any term or default that could reasonably be expected condition to closing of the Equity Commitment Letter, or otherwise result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term portion of the Debt Commitment Letters. There are no conditions precedent Equity Financing contemplated thereby to be unavailable or other contingencies related to the funding delayed (assuming satisfaction of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition conditions to Closing set forth in Section 6.2(a7.01 and Section 7.02). As of the date of this Agreement, to the Knowledge of Purchaser (1) regarding there is no fact or occurrence that makes any of the representations and or warranties of Purchaser in the Company contained Equity Commitment Letter inaccurate in this Agreement and the condition set forth in Section 6.2(bany material respect, (2) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has there is no reason to believe that Purchaser will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Equity Commitment Letter and (i3) there is no reason to believe that any portion of the Equity Financing Conditions will not be satisfied or (ii) required to consummate the Debt Financing Closing will not be made available to Parent Purchaser on the Closing Date. Parent understands and acknowledges , including any reason to believe that the Equity Financing Sources will not perform their respective funding obligations under the Equity Commitment Letter in accordance with its terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subconditions.

Financial Capability. Parent Uniti has delivered to the Company a true Windstream true, complete and complete copy of each correct copies of the executed commitment letter, dated as of the date hereof (including all exhibits, schedules and annexes thereto, and as amended, supplemented, replaced or otherwise modified from time to time after the date hereof in compliance with ‎Section 6.06(b), the “Debt Commitment LettersLetter”), and with fee amounts redacted in a customary manner, pursuant to which the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties Financing Sources party thereto have committed, subject to the terms and conditions set forth therein, to provide to Uniti debt financing in the amounts set forth therein (the “Debt Commitment Letters (other than the Parent and Merger SubFinancing”) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side related fee letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth referenced in the Debt Commitment Letters Letter (with fee amounts and other commercially sensitive information not affecting conditionality redacted in a customary manner) (the Debt “Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee LettersLetter”), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are Letter has not been amended, modified, terminated or withdrawn. As of the date hereof, the Debt Commitment Letter is in full force and effect and represent a validconstitutes the legal, valid and binding and enforceable obligation obligations of Parent Uniti and, to the knowledge of ParentUniti, each the other party parties thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that in each case, except insofar as such enforceability may be limited by bankruptcythe Enforceability Exceptions. As of the date hereof, insolvencythe Debt Commitment Letter has not been withdrawn or terminated, reorganization or otherwise amended, supplemented or modified in any respect and no such withdrawal, termination, amendment, supplement or modification is contemplated, other than with respect to amendments, supplements or modifications to add lenders, lead arrangers, syndication agents or other laws of general application relating to Debt Financing Sources in accordance with ‎Section 6.06(b) hereof or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with any Alternative Financing in the form of debt securities contemplated by the terms thereof. There are no other agreements, side letters or arrangements relating to the Debt Financing to which Uniti is a party (other than the Debt Commitment Letter and the Fee Letter) that would reduce, restrict or limit the total amount of the Debt Financing. No The funding of the full amount of the Debt Financing is subject to no conditions precedent other than those set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in constitute a failure default or breach by Uniti or, to satisfy a Financing Condition on the part knowledge of Parent or a breach or default by Uniti, any other party thereto thereto, under any term the Debt Commitment Letter. Assuming the funding in full of the Debt Commitment Letters. There are no conditions precedent Financing on or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on before the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions Uniti will not be satisfied or (ii) the Debt Financing will not be made available to Parent have on the Closing DateDate sufficient funds to satisfy the Financing Requirement. Parent understands Uniti or one of its Affiliates has fully paid any and acknowledges that under all commitment fees or other fees required by the terms of this Agreement, Debt Commitment Letter to be paid on or before the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subdate hereof.

Financial Capability. Parent has delivered to the Company a true and complete copy (a) Acquiror has, as of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in and shall have on the Debt Commitment Letters Initial Closing Date, access to sufficient funds to enable Acquiror and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient Tower Operator to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and fees and expenses of Acquiror relating to the aggregate Company Accelerated Equity Award Payments transactions contemplated hereby. (b) Acquiror has delivered to which holders AT&T true, complete and correct copies of Shares the executed commitment letter, dated as of October 18, 2013, by and Company Accelerated Equity Awards will be entitled among Xxxxxx Xxxxxxx Senior Funding, Inc., Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, JPMorgan Chase Bank, N.A., X.X. Xxxxxx Securities LLC, Barclays Bank PLC and the other lenders named therein and Acquiror (the “Debt Financing Commitment”), pursuant to this Agreement which, upon the terms and subject to the repayment of conditions set forth therein, the indebtedness contemplated by Sections 5.17(a) and 5.17(blenders party thereto have agreed to lend the amounts set forth therein (the “Debt Financing”). As of the date hereofThe Debt Financing Commitment has not been amended or modified, and the commitments contained in the Debt Financing Commitment Letters have not been withdrawn or rescinded in any respectrespect or terminated other than in accordance with the terms thereof and as permitted herein. As Except for the fee letter relating to the Debt Financing Commitments (redacted copies of which have been provided to AT&T), there are no other agreements, side letters or arrangements to which Acquiror or any of its Affiliates is a party relating to the Debt Financing Commitment that contain provisions (other than provisions expressly set forth in the Debt Financing Commitment) that could affect the availability of the date hereofDebt Financing. Except as otherwise permitted to be terminated by the terms of this Agreement, the Debt Financing Commitment Letters are is in full force and effect and represent a valid, constitutes the legally valid and binding and enforceable obligation obligations of Parent Acquiror and, to the knowledge Knowledge of ParentAcquiror, each the other party parties thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt FinancingFinancing (including any “flex” provisions), other than the Financing Conditions. Assuming the condition as expressly set forth in Section 6.2(athe Debt Financing Commitment. No event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) regarding by Acquiror under the representations Debt Financing Commitment, and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no Acquiror does not have any reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) conditions to the Debt Financing will not be made satisfied or that the Debt Financing will not be available to Parent Acquiror on the Initial Closing Date. Parent understands and acknowledges that under Acquiror has fully paid all commitment fees or other fees required to be paid on or prior to the terms date of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject Agreement pursuant to the consummation by Parent Debt Financing Commitment or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subrelated fee letter.

Financial Capability. Parent has delivered to the Company a true and complete copy of each of the executed Debt Commitment Lettersdebt commitment letter among Barclays Bank PLC, Xxxxxxx Xxxxx Bank USA and the Debt Fee Letters (redacted to delete the economic Parent dated as of April 10, 2017 and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations as amended, restated, replaced, supplemented, waived or otherwise modified in accordance with the terms thereof herein, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto (together with any other Person that becomes a party thereto by joinder or otherwise, the “Lenders”) have agreed, upon the terms and (y) that subject to the conditions thereof, to lend the amounts set forth in Section 6.2(a) will be satisfied at therein, for, among other things, the Closing, Parent purposes of financing the transactions contemplated by this Agreement and Merger Sub shall have at related fees and expenses (the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date“Debt Financing”). The Debt Commitment Letters have Letter has not been amended amended, restated or otherwise modified in any manner or waived prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the respective commitments contained in the Debt Commitment Letters Letter have not been withdrawn withdrawn, modified or rescinded in any respectrespect prior to the date of this Agreement. As of the date hereofof this Agreement, the Debt Commitment Letters are Letter is in full force and effect and represent a validconstitutes the legal, valid and binding and enforceable obligation of Parent and, to the knowledge of Parent, each the other party parties thereto, in each case, subject only to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. As of the date of this Agreement, there are no conditions precedent related to the obligations of the Lenders to fund the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter, and, other than a fee letter relating to fees with respect to the Debt Financing (a complete copy of which has been provided to the Company, with fee amounts and “flex provisions” redacted (which redacted terms do not adversely affect the availability of or impose any additional conditions on the availability of the Debt Financing)), there are no side letters or other contracts or binding arrangements (oral or written) to which any Parent Party is a party related to the funding at the Closing of the Debt Financing other than the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Debt Financing, together with the amount in the Trust Account and, as of the date of this Agreement, other Available Cash will, in the aggregate, be sufficient for the satisfaction of all of the payment obligations of the Parent Parties under this Agreement at the Closing, including the payment of (i) the satisfaction or waiver of the Financing Conditions aggregate Merger Consideration, and (ii) all fees and expenses and other payment obligations required to be paid or satisfied by the qualification Parent Parties in connection with the transactions contemplated by this Agreement and the Debt Financing at the Closing, including any repayment or refinancing of Indebtedness as a result of the consummation of the transactions contemplated by this Agreement (such amount, the “Required Financing Amount”). As of the date of this Agreement, (A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both could constitute a breach or default) on the part of Parent under the Debt Commitment Letter or, to its knowledge, any other party to the Debt Commitment Letter and (B) assuming the satisfaction of the conditions contained in Article VI, Parent does not have any reason to believe that such enforceability may any of the conditions to the Debt Financing will not be limited by bankruptcy, insolvency, reorganization satisfied or other laws of general application relating that the Debt Financing or the amount in the Trust Account and Available Cash in the aggregate constituting the Required Financing Amount will not be available to or affecting rights of creditorsParent at the Closing. Parent has fully paid (or caused to be paid) any and all commitment fees and or other amounts that are due and payable on or fees required to be paid prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected pursuant to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubLetter.

Financial Capability. Parent has delivered provided to the Company a true and complete copy copies, as of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement Agreement, of (provided that a) the existence or exercise commitment letter, dated as of November 1, 2012 (the “market flex” provisions contained in Debt Financing Commitment”), from the Debt Fee Letters shall not be deemed financial institutions identified therein (the “Lenders”), pursuant to constitute an amendment or modification of which the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreementLenders have agreed, side letter or other commitment or arrangement relating subject to the financing of the transactions contemplated by this Agreement, other than as terms and conditions set forth in the Debt Commitment Letters Financing Commitment, to provide debt financing in the amounts set forth therein (the “Debt Financing”) and (b) the equity commitment letter, dated as of November 1, 2012, from Sponsor (the “Equity Financing Commitment” and, together with the Debt Fee Letters. Assuming (x) that Financing Commitment, the parties “Financing Commitments”), pursuant to which the Person investing thereunder has committed, subject to the Debt Commitment Letters (other than the Parent terms and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closingtherein, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained invest cash in the Debt Fee Letters)amount set forth therein (the “Equity Financing” and, together with cashthe Debt Financing, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b“Financing”). As of the date hereofof this Agreement, the Financing Commitments are in full force and effect and constitute valid, binding and enforceable (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or law) obligations of Parent and, to the Knowledge of Parent, the other parties thereto. As of the date of this Agreement, none of the Financing Commitments has been amended or modified since copies thereof were delivered to the Company and the respective commitments contained in the Debt Commitment Letters Financing Commitments have not been withdrawn or rescinded in any respect. As There are no side letters or other agreements, arrangements, contracts or understandings (except for customary non-disclosure agreements, fee letters and engagement letters, true and complete copies of which non-disclosure agreements, fee letters or engagement letters have been provided to the date hereofCompany, with only the fee amounts and certain other provisions redacted, which redacted provisions do not relate to the aggregate amount of or conditionality of, or contain any conditions precedent to, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, Financing) relating to the knowledge of Parent, each Financing other party thereto, subject only to (i) the satisfaction or waiver of than as expressly set forth in the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditorsCommitments. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are fees in connection with the Financing Commitments due and payable on the date hereof. Except as otherwise set forth in or prior contemplated by the Financing Commitments and except for the payment of customary fees, there are no conditions precedent related to the funding of the full amount of the Financing. As of the date of this Agreement in connection with the Debt Financing. No (i) no event has occurred whichthat, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by Parent, Merger Sub or, to the Knowledge of Parent, any of the other party thereto parties to the Financing Commitments under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(aCommitments and (ii) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the conditions to the Financing Conditions contemplated by the Financing Commitments will not be satisfied or (ii) that the Debt Financing will not be made available to Parent on the Offer Closing Date(with respect to amounts required to consummate the Offer) and the Merger Closing (with respect to amounts required to consummate the Merger), it being understood that in making the representation in clause (ii) of this sentence Parent and Merger Sub are relying on the truth and accuracy of the representations and warranties of the Company contained in Article V and compliance by the Company with Section 7.1 and Section 8.11. Upon funding of the Financing Commitments, Parent understands and acknowledges that under Merger Sub will have (together with any cash available to the terms Company) on and after the Offer Closing (or, if the Offer is terminated in accordance with the provisions of this Agreement, the obligations of Parent Merger Closing) funds sufficient to pay the aggregate Offer Price and Merger Sub Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to consummate the Merger are not be paid in any way contingent upon or otherwise subject to connection with the consummation by Parent or Merger Sub of any financing arrangementsthe transactions contemplated hereby, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subincluding all related fees and expenses.

Financial Capability. Parent has delivered to the Company Attached hereto as Exhibit 5.5 is a true and complete copy of each an executed financing commitment letter (“Commitment Letter”), pursuant to which the lender party thereto has agreed, upon the terms and subject to the conditions thereof, to lend the amounts set forth therein for the purposes of financing the executed Debt Commitment Letterstransactions contemplated by this Agreement and related fees and expenses (such financing, and any other debt financing in substitution thereof pursuant to Section 6.9 hereof, the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee LettersFinancing”). Assuming (x) that the parties to the Debt The Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have Letter has not been amended amended, restated or otherwise modified in any manner or waived prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters Letter have not been withdrawn withdrawn, modified or rescinded in any respect. As of respect prior to the date hereof, the Debt of this Agreement. The Commitment Letters are Letter is in full force and effect and represent a validconstitutes the legal, valid and binding and enforceable obligation of Parent each of Buyer and, to the knowledge of ParentBuyer, each the other party parties thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition as expressly set forth in Section 6.2(athe Commitment Letter, and there are no side letters or other contracts or arrangements (oral or written) regarding related to the representations Financing other than the Commitment Letter and warranties the Fee Letter referred to therein. Subject to the terms and conditions of the Company contained Commitment Letter, the net proceeds contemplated from the Financing, together with cash on hand of the Buyer, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement, including (i) the payment of the aggregate Purchase Price and any other amounts required to be paid pursuant to Article II, and (ii) the payment of all fees and expenses and other payment obligations required to be paid or satisfied by Buyer in connection with the transactions contemplated by this Agreement and the condition set forth Financing, including any repayment or refinancing of Indebtedness as a result of the consummation of the transactions contemplated by this Agreement. As of the date of this Agreement, (A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default), in each case, on the part of Buyer under the Commitment Letter or, to the knowledge of Buyer, any other party to the Commitment Letter, and (B) subject to the satisfaction of the conditions contained in Section 6.2(b) regarding the Company’s performance 7.1, Section 7.2 and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing DateSection 7.3 hereof, Parent has no Buyer does not have any reason to believe that (i) any of the conditions to the Financing Conditions will not be satisfied or (ii) that the Debt Financing or any other funds necessary for the satisfaction of all of Buyer’s obligations under this Agreement will not be made available to Parent on Buyer at the Closing DateClosing. Parent understands and acknowledges that under As of the terms date of this Agreement, Buyer is not aware of any fact or occurrence that makes any of the obligations assumptions, or the representations or warranties of Parent and Merger Sub to consummate Buyer, in the Merger are not Commitment Letter inaccurate in any way contingent upon material respect. Buyer has fully paid all commitment fees or otherwise subject other fees, if any, required to be paid prior to the consummation by Parent or Merger Sub date of any financing arrangements, this Agreement pursuant to the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubCommitment Letter.

Financial Capability. Parent has delivered to (a) Substantially in the Company from attached hereto as Exhibit E is a true true, accurate and complete copy of each the fully executed debt commitment letter dated as of the executed Debt date hereof, including all amendments, exhibits, attachments, appendices and schedules thereto as of the date hereof (the “Commitment LettersLetter”) from the Financing Sources party thereto, relating to the commitment of such Financing Sources, upon the terms and subject to the Debt Fee Letters (redacted conditions set forth therein, with respect to delete the economic and Financing; provided, however, that the provisions related to fees, “market flex” provisions and other economic terms or commercially sensitive information in a copy of any fee letter delivered pursuant hereto may be redacted. (b) Except as expressly set forth in the Commitment Letter, as of the Debt Fee Letters). Assuming date hereof there are (xi) no conditions precedent to the obligations of the counterparties thereto to provide the full amount of the Financing, and (ii) no contingencies that would permit the parties thereto to modify the terms and conditions of the Financing. Other than the Commitment Letter and any related fee letters, as of the date hereof there are no other Contracts or other undertakings between any of the providers of the Financing and/or their respective Affiliates, on the one hand, and Buyer and its Affiliates, on the other hand, with respect to the Debt Commitment Letters Financing. (other than c) As of the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that date hereof, assuming the conditions set forth in Section 6.2(a) will be 6.1 are satisfied at and the ClosingFinancing is funded in accordance with the Commitment Letter, Parent and Merger Sub the Financing shall have at provide Buyer with acquisition financing on the Closing Date that, together with funds contributed by Buyer Parent, is sufficient cash, available lines of credit or other sources of immediately available funds to make payment of pay the aggregate consideration payable by Buyer on the Closing Date pursuant to Article II and all amounts costs and expenses required to be paid by them hereunder on and after Buyer at the Closing. (d) As of the Closing Date. The Debt , the Commitment Letters have Letter (i) will be in full force and effect and will be a legal, valid, binding and enforceable obligation of Buyer and, to the knowledge of Buyer, the Financing Sources in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law), and (ii) has not been withdrawn or terminated or otherwise amended or modified in any manner respect, and no amendment or modification thereof is contemplated. As of the Closing Date, Buyer will have fully paid any and all commitment fees or other fees in connection with the Commitment Letter that are payable on or prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification hereof. As of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreementClosing Date, side letter or other commitment or arrangement relating neither Buyer nor, to the financing knowledge of Buyer, any other party to the Commitment Letter will be in default or breach of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)Letter. As of the date hereof, assuming the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(aSections 6.1(a), 6.1(b) regarding and 6.1(d) are satisfied, Buyer has no reasonable reason to believe that the representations and warranties of the Company contained Financing will not be available in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied full on the Closing Date, Parent has no reason . (e) Notwithstanding anything to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of contrary in this Agreement, in no event shall the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon receipt or otherwise subject to the consummation by Parent or Merger Sub availability of any financing arrangements, the obtaining by Parent or Merger Sub of any financing funds or the availability, grant, provision Financing by Buyer or extension any of its Affiliates or any other financing be a condition to Parent or Merger Subany of Buyer’s obligations under this Agreement.

Financial Capability. Parent has delivered (a) Schedule 3.6 sets forth true, correct and complete copies of (i) an executed equity commitment letter from the Guarantor (the “Equity Commitment Letter”) and (ii) an executed debt commitment letter and term sheet from the Guarantor (the “Debt Commitment Letter” and together with the Equity Commitment Letter, the “Financing Commitments”), pursuant to which, and subject to the Company a true terms and complete copy of each of conditions thereof, the executed Debt Commitment Letters, Guarantor has agreed to provide Buyer with equity financing and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance FinanceCo with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit loans or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained debt financing in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closingamounts described therein, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will which may be sufficient used to consummate the transactions contemplated herebyhereby (the “Debt Financing” and together with the equity financing referred to in clause (i) the “Financing”). The Financing Commitments provide, including and will continue to provide, that Parent and Seller are third party beneficiaries thereof. (b) The Financing Commitments, in the payment forms so delivered, are legal, valid and binding obligations of the aggregate cash to be paid as Merger Consideration Guarantor, Buyer and the aggregate Company Accelerated Equity Award Payments to which holders of Shares FinanceCo. The Guarantee is a legal, valid and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment binding obligation of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)Guarantor. As of the date hereof, the commitments contained Financing Commitments are in the Debt Commitment Letters full force and effect and have not been withdrawn or rescinded in any respectterminated (and no party thereto has indicated an intent to so withdraw or terminate). There are no other agreements relating to the Financing Commitments that would reasonably be expected to adversely affect or impair the availability of the Financing. As of the date hereof, assuming the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge accuracy of Parent’s and Seller’s representations and warranties set forth in Article 2 and the compliance by Parent and Seller with their covenants and agreements set forth in this Agreement (in a manner in which the conditions in Sections 6.1 and 6.2 would be satisfied), each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in constitute a material default or breach on the part of Buyer or FinanceCo of the Financing Commitments or failure to satisfy a Financing Condition on condition precedent set forth therein, and (ii) assuming the part of Parent or a breach or default by any other party thereto under any term satisfaction of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing DateArticle 6, Parent Buyer has no reason to believe that (i) it or FinanceCo will be unable to satisfy on a timely basis any term or condition of closing required to be satisfied by it or FinanceCo on or prior to the Closing Date pursuant to the Financing Commitments. Assuming the satisfaction of the conditions set forth in Article 6, the proceeds from the Financing Conditions will not be satisfied or constitute all of the financing required for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of Buyer’s and FinanceCo’s obligations under this Agreement. The Financing Commitments (ii) and the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms conditions of Buyer set forth in Article 6 of this Agreement) contain all of the, and the only, conditions precedent to the obligations of Parent the parties thereunder to make the Financing available to Buyer and Merger Sub to consummate FinanceCo on the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subterms therein.

Financial Capability. Parent (a) Exhibit 5.5 attached hereto contains, true, complete and correct copies of (i) an executed equity commitment letter, dated as of the Effective Date (the “Equity Commitment Letter”), from Xxxxxxx, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership (the “Equity Financing Source”), pursuant to which the Equity Financing Source has delivered committed, subject to the Company a true terms and complete copy of each conditions set forth therein, to invest in Buyer the amount set forth therein (the “Equity Financing”), (ii) an executed debt commitment letter, dated as of the executed Effective Date (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and as amended from time to time after the Effective Date in compliance with Section 6.8, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) from the lenders party thereto (collectively, the “Committed Lenders”) and the arrangers party thereto, pursuant to which the Committed Lenders have committed, subject to the terms and conditions set forth therein, to provide to Buyer debt financing in the aggregate amount set forth therein (the “Debt Fee Letters Financing and, together with the Equity Financing, the “Financing”) and (redacted to delete iii) the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties fee letter related to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the ClosingLetter, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided except that the existence or exercise and/or amount of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreementfees, side letter or flex provisions, pricing terms, pricing caps and other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming commercially sensitive numbers specified therein have been redacted (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closingsuch fee letter, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(bLetter”). As of the date hereofEffective Date, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction have not been amended or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditionsmodified. Assuming the condition set forth in Section 6.2(a) regarding accuracy of the representations and warranties of the Company contained in this Agreement and the condition set forth in Article III and Article IV (for the avoidance of doubt, giving effect to the last two sentences of Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date2.12), Parent Buyer has no reason to believe expect as of the Effective Date (x) that (i) any of the conditions to the Financing Conditions contained in the Commitment Letters to be satisfied by it or its Affiliates will not be satisfied or (iiy) that any portion of the Debt Financing will not be made available to Parent Buyer on the Closing Date. Parent understands Assuming the Financing is funded on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations and acknowledges that warranties set forth in Article III and Article IV, the performance by Sellers and their Affiliates of their respective obligations under this Agreement, including the terms obligations set forth in Section 6.8(d), and the satisfaction of all of the conditions to the obligation of Buyer to consummate the transactions contemplated by this Agreement, the obligations aggregate proceeds of Parent and Merger Sub the Financing contemplated by the Commitment Letters will be sufficient to fund all of the amounts required to be paid by Buyer on the Closing Date to consummate the Merger are not transactions contemplated by this Agreement. (b) Buyer has delivered to Sellers the limited guarantee, dated as of the Effective Date (the “Limited Guarantee”), duly executed by the Equity Financing Source in any way contingent upon or otherwise subject favor of Sellers with respect to the consummation performance by Parent or Merger Sub Buyer of any financing arrangementscertain payment obligations under this Agreement. As of the Effective Date, the obtaining Limited Guarantee is in full force and effect and constitutes the legal, valid and binding obligations of the Equity Financing Source, except as the enforceability thereof may be limited by Parent (x) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or Merger Sub affecting the rights and remedies of any financing creditors generally and (y) general principles of equity (regardless of whether such enforcement is sought in a proceeding at law or the availability, grant, provision or extension of any financing to Parent or Merger Subin equity).

Financial Capability. (a) Parent has delivered to the Company a true true, correct, and complete copy of each an executed debt commitment letter from the financial institution identified therein, dated as of the executed Debt Commitment Lettersdate hereof, together with all exhibits and the Debt Fee Letters schedules thereto (redacted as amended, restated, amended and restated, supplemented or otherwise modified from time to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming time, in accordance with both (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and of such debt commitment letter (y) that including the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise implementation of “market flex” provisions contained in therein) and (y) the terms of this Agreement, the “Debt Commitment Letter” and, the commitments under the Debt Commitment Letter, the “Debt Financing Commitments”), pursuant to which, and subject to the terms and conditions of which, the lender party thereto has committed to lend the amounts set forth therein to Parent for the purpose, among other things, of funding the Transactions (the “Debt Financing”), and each related fee letter (collectively, the “Fee Letters shall Letters”), which copy of such Fee Letter may be redacted to remove only the fees and economic flex terms set forth therein so long as such redacted information does not be deemed to constitute an amendment adversely affect the conditionality, availability or modification aggregate principal amount of the Debt Financing. (b) As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded, replaced or terminated, or otherwise amended, restated, amended and restated, waived, supplemented or otherwise modified in any respect (except in accordance with both (x) the terms of the Debt Commitment LettersLetter (including the implementation of “market flex” provisions contained therein) and (y) this Agreement), and are a legal, valid and binding obligation of Parent and the other parties thereto, enforceable in accordance with their terms. Neither Parent nor any of its Affiliates has entered into any agreementThere are no agreements, side letter letters or arrangements (other commitment than the Debt Commitment Letter and the Fee Letters) in effect or arrangement contemplated by Parent or to the Knowledge of Parent, the other parties to the Debt Commitment Letter, relating to the financing Debt Financing Commitments or the Debt Financing. Parent is not in breach of any of the transactions contemplated by this Agreement, other than as terms or conditions set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt FinancingLetter. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term or condition of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt FinancingLetter, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no does not have any reason to believe that (i) it will be unable to satisfy, on a timely basis, any term or condition of the Financing Conditions will not closing to be satisfied by it contained in the Debt Commitment Letter, or (ii) that full amount of the Debt Financing will not be made available to Parent on the Closing Date. Parent understands has fully paid any and acknowledges all commitment fees or other fees required by the Debt Financing Commitments or any Fee Letter to be paid on or before the date of this Agreement. The aggregate proceeds from the Debt Financing (net of original issue discount, upfront fees and/or other fees, premiums and charges payable in connection therewith, after giving effect to the maximum amount of “market flex” provided under the Debt Financing Commitments and each Fee Letter), together with cash on hand and any Replacement Financing, will be sufficient for satisfaction of all of Parent’s obligations under this Agreement at the Closing, including the payment of the Estimated Merger Consideration and the payment of all associated costs and expenses due and payable at the Closing (collectively, the “Required Amount”). The Debt Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to Parent on the terms set forth therein. No Person has any right to impose, and Parent does not have any obligation to accept, (x) any condition precedent to such funding other than the conditions set forth in the Debt Commitment Letter or (y) any reduction to the aggregate amount available under the Debt Commitment Letter on the Closing Date (or any term or condition not set forth in the Debt Commitment Letter which would have the effect of reducing the aggregate amount available under the Debt Commitment Letter on the Closing Date). As of the date of this Agreement, none of the Debt Financing Commitments has been terminated or withdrawn, no lender has notified Parent of its intention to terminate or withdraw the Debt Financing Commitments, and Parent does not know of any facts or circumstances that under may be expected to result in any of the conditions set forth in the Debt Commitment Letter not being satisfied. To the extent this Agreement must be in a form acceptable to any party providing Debt Financing, such party or parties have approved this Agreement. (c) After giving effect to the Debt Financing, cash on hand, and any Replacement Financing, Parent has on the date hereof, and will on the Closing Date have, sufficient unrestricted cash on hand and available credit facilities to pay all amounts required to be paid by Parent at the Effective Time pursuant to the terms of this Agreement, Agreement and the other Transaction Documents to which it is a party. Parent has no reason to believe that such cash or such available credit facilities will not be available. The obligations of Parent and Merger Sub to consummate the Merger under this Agreement are not in any way contingent upon or otherwise subject to any conditions regarding Parent’s, Merger Sub’s, their respective Affiliates’ or any other Person’s ability to obtain financing for the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubTransactions contemplated hereby.

Financial Capability. Parent has delivered (a) Buyer (i) has, or will have at the Closing, sufficient funds available to consummate the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with Transactions contemplated hereby on the terms thereof and (y) that subject to the conditions set forth in Section 6.2(athis Agreement and to pay the amounts required to be paid pursuant to this Agreement and any expenses incurred by Buyer and Merger Sub in connection with the Transactions and (ii) has, and will be satisfied have at the Closing, Parent the resources and Merger Sub shall have at capabilities (financial or otherwise) to perform its obligations hereunder and under any other Buyer Document. (b) The aggregate proceeds of the Closing sufficient cashFinancing (after netting out fees, available lines of credit expenses, original issue discount and similar premiums or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on charges and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior giving effect to the date maximum amount of this Agreement (original issue discount provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of under the Debt Commitment LettersDocumentation (as defined below). Neither Parent nor any of its Affiliates has entered into any agreement) together with cash on hand shall provide sufficient immediately available cash to enable Buyer to pay the Merger Consideration and all fees, side letter costs, expenses and other amounts payable by Buyer on the terms or other commitment or arrangement relating to the financing of in connection with the transactions contemplated by this Agreement. (c) The obligations of Buyer and Merger Sub under this Agreement are not subject to any conditions regarding Buyer’s, Merger Sub’s, their respective Affiliates’ or any other than as set forth in Person’s ability to obtain financing for the Debt Commitment Letters consummation of the Transactions contemplated hereby. Buyer expressly acknowledges and agrees that (i) obtaining the Debt Fee Letters. Assuming (x) that the parties Financing or any other Financing is not a condition to the Debt Commitment Letters Closing and (other than ii) the Parent provisions of Section 6.21 shall not create any independent conditions to the Closing. In the event the Financing has not been obtained, Buyer and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) Sub will continue to be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient obligated to consummate the transactions transaction contemplated hereby, including hereby on the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness terms contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party theretothis Agreement, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding Sections 7.1 and 7.2, regardless of whether the representations Buyer and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance Merger Sub have complied with all covenants and of their other respective obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.

Financial Capability. Parent As of the date of this Agreement, Purchaser has delivered received an executed debt commitment letter dated January 11, 2021, together with the related fee letter executed in connection therewith (the “Commitment Letter”) from BofA Securities, Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A. and U.S. Bank National Association (the “Debt Financing Parties,” which defined term for purposes of this Agreement shall include such financial institutions and their respective former, current and future Affiliates, equityholders, members, partners, controlling persons, officers, directors, employees, agents and advisors involved in such Financing (as defined below)), pursuant to ​ ​ which the Debt Financing Parties have committed, subject to the Company a true terms and conditions set forth therein, to provide to Purchaser the amount of financing set forth in the Commitment Letter, to complete the Transaction. A true, correct and complete copy of the Commitment Letter, including all exhibits, schedules or amendments thereto, has been previously provided to the Company; provided, however, that the fees and other commercially sensitive information in any fee letter (including provisions in such fee letter related solely to fees, “flex terms” and economic terms), in each case that do not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the executed Debt Commitment Letters, financing available may have been redacted. Purchaser has fully paid any and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit all commitment fees or other sources of immediately available funds to make payment of all amounts fees required by such Commitment Letter to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to before the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than hereof and will pay all additional fees as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)they become due. As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are Letter is valid and in full force and effect effect, constitutes the legally valid and represent a valid, binding and enforceable obligation of Parent Purchaser and, to the knowledge of ParentPurchaser, each the other party parties thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions applicable Equitable Principles, and (ii) the qualification that such enforceability may be limited does not contain any material misrepresentation by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment LettersPurchaser. There are no conditions precedent or other contingencies related to the funding of the full amount of amounts contemplated by the Debt debt financing arrangements contemplated by the Commitment Letter (the “Financing, ”) other than the Financing Conditions. Assuming the condition as set forth in Section 6.2(athe Commitment Letter. The Commitment Letter has not been amended or modified prior to the date hereof, and, as of the date hereof, the respective commitments contained in the Commitment Letter have not been withdrawn, terminated, rescinded, amended, restated, or modified in any respect (and, no such withdrawal, termination, rescission, amendment, restatement, or modification is contemplated as of the date hereof). Assuming (a) regarding the Financing is funded in accordance with the Commitment Letter, and (b) the accuracy of the representations and warranties of Sellers and the Company set forth in this Agreement such that the conditions set forth in Section 8.2 would be satisfied and the satisfaction or waiver of each of the conditions set forth in Sections 8.1 and 8.2, the net proceeds contemplated by the Commitment Letter (both before and after giving effect to any “flex” provisions contained in the Commitment Letter) will be sufficient for Purchaser and the Company to pay all amounts required to be paid in connection with the transactions contemplated in this Agreement and the condition Commitment Letter, including paying the Closing Payments at the Closing and paying all related fees and expenses. Purchaser has not incurred any obligation, commitment, restriction or liability of any kind, and Purchaser is not contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case that would reasonably be expected to impair or adversely affect such resources. Neither the fee letter between Purchaser and the Debt Financing Parties referred to in the Commitment Letter nor any other Contract between the Debt Financing Parties, on the one hand, and Purchaser or any of its Affiliates, on the other hand, contains any conditions precedent or other contingencies related to the funding of the full amount of the Financing or any provisions that could reduce the aggregate amount of the Financing set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required Commitment Letter or the aggregate proceeds contemplated by the Commitment Letter. Except for the Commitment Letter, there are no other agreements, side letters or arrangements to be performed and complied with by it are satisfied on which Purchaser is a party in respect of, that modify the Closing Dateterms of, Parent or that could affect the availability or amount of the Financing. As of the date hereof, Purchaser has no reason to believe that (i) any of the conditions to the Financing Conditions will would not reasonably be expected to be satisfied or (ii) that the Debt Financing will would not reasonably be made expected to be available to Parent Purchaser on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.

Financial Capability. Parent The Purchaser has delivered to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions at its disposal immediately available funds as set forth in Section 6.2(a) will be satisfied at Clause 9.2.1 for the Closing, Parent and Merger Sub shall have at benefit of the Closing sufficient cash, available lines Sellers required in order to fulfill its obligations under this Agreement. 9.2.1 The Purchaser has received as of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed Agreement, binding commitments to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating provide loan facilities to the financing of Purchaser on a certain funds basis (the transactions contemplated by this Agreement, other than as set forth in “Financing”) pursuant to an executed commitment letter (the Debt “Commitment Letters and the Debt Fee Letters. Assuming (xLetter”) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders an agreed version of Shares an interim credit agreement is attached, an executed general fee letter, and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereofan executed agency fee letter, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable case dated on or prior to the date of this Agreement, among Purchaser (the “Purchaser Financing Parties”) and the Financing Sources (the “Purchaser Financing Documents”), copies of which have been provided to Sellers (with the fee letters redacted in a customary manner solely with respect to fee amounts and “market flex” economic terms (and none of the redacted provisions would allow the Financing Sources to reduce the amount of funding to be provided under the Purchaser Financing Documents or change the conditions on which such funding is available), the proceeds of which shall be on-lent or otherwise transferred by the Purchaser Financing Parties to Purchaser or each wholly owned subsidiary that will purchase the Sold Shares (as expressly permitted herein) and all further assets of the Labels Business at or prior to Closing in accordance with the terms of this Agreement (the “Purchasing Entities”), in each case pursuant to Clause 2. 9.2.2 At Closing, the Purchaser or the applicable Purchasing Entities will have the necessary immediately available funds (the “Funds”) to pay the Base Cash Purchase Price and the I/C Payables Purchase Price and to meet its other obligations under this Agreement. 9.2.3 The Purchaser undertakes to the Sellers not to: (a) change, amend or otherwise modify or terminate any of the Purchaser Financing Documents in a manner that (i) reduces the aggregate amount of the Financing (including by increasing the amount of fees to be paid) to an amount that is insufficient to consummate the transactions contemplated by this Agreement, (ii) imposes additional conditions or materially and adversely modifies any of the the conditions precedent to the Financing (expressly excluding any waiver of the conditions precedent to the Financing), (iii) would reasonably be expected to prevent, impede or delay (A) the occurrence of Closing or (B) the satisfaction or waiver of the conditions precedent to the Financing, or (iv) adversely impacts the ability of Purchaser or the Purchaser Financing Parties to (1) enforce their rights against any other party to any Purchaser Financing Document or (2) consummate the transactions contemplated by this Agreement; provided, however, that no such consent from Sellers shall be required for any change, amendment or restatement, of any Purchaser Financing Document that (x) is limited to adding or replacing lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed such document as of the date of this Agreement, (y) increases the commitments or the amount of indebtedness thereunder or (z) is de minimis or technical in nature and does not otherwise adversely affect the certainty of, the conditions for utilization of, or amount of, the Financing in any respect, or (b) waive or agree to waive any of its rights under Purchaser Financing Documents without the prior written consent of the Sellers or to use the Funds for any purpose other than for the financing of its obligations as contemplated under this Agreement; provided, however, that no such consent from Sellers shall be required for any waiver or agreement to waive that is de minimis or technical in nature and does not otherwise adversely affect the certainty of, the conditions for utilization of, or amount of, the Financing in any respect. 9.2.4 The Purchaser will comply with all its rights and obligations under the Purchaser Financing Documents and undertakes to the Sellers that it (a) will take all actions required to draw down the Funds and exercise all rights under and in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected Purchaser Financing Documents enabling it to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with make all covenants and obligations under this Agreement required payments due to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason made pursuant to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, and (b) shall not, and will procure that no other Affiliate of the Purchaser shall, take any action or fail to take any steps which might result in the Funds or any part of the Funds not being available when required or prejudice the ability of the Purchaser to draw down the Funds to comply with its obligations of Parent and Merger Sub to consummate the Merger are not under this Agreement. 9.2.5 Notwithstanding anything in any way contingent upon or otherwise subject this Agreement to the consummation by Parent or Merger Sub of any financing arrangementscontrary, Purchaser acknowledges and agrees that the obtaining by Parent or Merger Sub of any financing the Financing is not a condition to Closing or the availabilityconsummation of the transactions contemplated in this Agreement, grantand that, provision irrespective and independently of the availability of the Financing, Purchaser shall be obligated to pay the Purchase Price and the I/C Payables Purchase Price and to meet its other obligations under this Agreement, subject only to the satisfaction or extension waiver of any financing to Parent or Merger Subthe conditions set forth in Clause 4.

Financial Capability. Parent (a) FCI, Buyer and Mezzanine have or will have, and will cause Merger Sub to have, prior to the Effective Time, sufficient funds to pay the aggregate Merger Consideration contemplated by this Agreement and to perform the other obligations of the Forsyth Parties contemplated by this Agreement. (b) FCI has delivered provided to the Company a true true, accurate and complete copy of each of an executed commitment letter (the executed Debt “Equity Commitment LettersLetter”) from Xxxxx-Xxxxxxxxx Group Inc. (“BW”) pursuant to which, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties subject to the Debt Commitment Letters (other than terms and conditions thereof, BW has committed to invest the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions amount set forth in Section 6.2(atherein (the “Financing”) will be satisfied at for the Closing, Parent and Merger Sub shall have at purpose of funding the Closing sufficient cash, available lines of credit or transactions contemplated hereby. There are no other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreementagreements, side letter letters or other commitment or arrangement arrangements relating to the financing of the transactions contemplated by this Agreement, other than Financing except as set forth in the Debt Equity Commitment Letters and the Debt Fee Letters. Assuming Letter. (xc) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Equity Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are Letter is in full force and effect and represent has not been withdrawn or terminated or otherwise amended or modified in any respect. The Equity Commitment Letter, in the form so delivered, is a validlegal, valid and binding and enforceable obligation of Parent andFCI and BW. There are no other agreements, side letters or arrangements relating to the knowledge of Parent, each other party thereto, subject only to (i) Equity Commitment Letter that could affect the satisfaction or waiver availability of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto FCI under any term or condition of the Debt Equity Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt FinancingLetter, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent FCI has no reason to believe that (i) it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Equity Commitment Letter. There are no commitment fees or other fees required by the Equity Financing Letter. The aggregate proceeds from the Financing constitute all of the Financing Conditions will not financing required to be satisfied or (ii) provided by the Debt Financing will not be made available to Parent on Forsyth Parties for the Closing Date. Parent understands consummation of the transactions contemplated hereby, and acknowledges that are sufficient for the satisfaction of all of the Forsyth Parties’ obligations under the terms of this Agreement, including the payment of the aggregate Merger Consideration (including any refinancing of Indebtedness of Buyer or the Surviving Corporation required in connection therewith). The Equity Commitment Letter contains all of the conditions precedent to the obligations of Parent and Merger Sub the parties thereunder to consummate make the Merger are not in any way contingent upon or otherwise subject Financing available to FCI on the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subterms therein.

Financial Capability. Parent (a) Concurrently with the execution of this Agreement, Buyer has delivered to the Company a true Sellers true, complete and complete copy correct copies of each of (i) the executed commitment letter (together with the term sheets and any other exhibits, schedules, annexes and other attachments thereto, and as amended, supplemented, waived, modified, substituted or replaced from time to time after the date hereof in compliance with Section 6.20, the “Debt Commitment LettersLetter”), from the lenders party thereto (collectively, the “Lenders”) and the arrangers party thereto, pursuant to which the Lenders have committed, subject only to the terms and conditions set forth therein, to provide to Buyer at the Closing and in accordance with Section 2.1(a) of this Agreement debt financing in the amounts set forth therein (the “Debt Fee Letters Financing”) and (redacted to delete ii) the economic and executed commitment letter (the “market flexEquity Commitment Letter” provisions of the Debt Fee Letters). Assuming (x) that the parties to and, together with the Debt Commitment Letters (other than Letter, the Parent “Commitment Letters”) from the Sponsor, pursuant to which the Sponsor has committed, subject only to the terms and Merger Sub) perform their obligations conditions set forth therein, to provide to Buyer at the Closing and in accordance with the terms thereof and (ySection 2.1(a) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (directly or indirectly) equity financing in an aggregate amount set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). As of the date hereof, none of the Commitment Letters or the fee letter referenced in the Debt Commitment Letter (the “Fee Letter”), a copy of which Buyer has delivered to Sellers, has been amended, modified, terminated or withdrawn; provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters Letter shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)Letter. As of the date hereof, the commitments contained Commitment Letters and the Fee Letter are in full force and effect and constitute the legal, valid and binding obligations of Buyer and, in the case of the Debt Commitment Letter and the Fee Letter, to the knowledge of Buyer, the other parties thereto, in each case, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in grating equitable remedies. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letters have not been withdrawn or rescinded in any respectand the Fee Letter) among the parties thereto that would reasonably be expected to adversely affect the availability of the Financing. As of the date hereof, the Debt Financing is subject to no conditions precedent other than those set forth in the Commitment Letters are and the Fee Letter. (b) Concurrently with the execution of this Agreement, Buyer has delivered to Sellers a true, complete and correct copy of a limited guarantee by and between the Sponsor and Sellers (the “Limited Guarantee”) pursuant to which the Sponsor has guaranteed certain payment obligations of Buyer hereunder. As of the date hereof, the Limited Guarantee is in full force and effect and represent a validconstitutes the legal, valid and binding and enforceable obligation of Parent andthe Sponsor and the other parties thereto, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. (c) As of the date hereof, to the knowledge of ParentBuyer, each other party thereto, subject only to (i) assuming the satisfaction or waiver accuracy and completeness of the Financing Conditions representations and (ii) the qualification that such enforceability may be limited by bankruptcywarranties set forth in Article III and Article IV, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in constitute a failure to satisfy a Financing Condition on the part of Parent material default or a breach or default by any other party thereto Buyer under any term either of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to Assuming the funding in full of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that the accuracy of the representations and warranties set forth in Article III and Article IV and the performance by Sellers and the Company Group of their respective obligations under this Agreement, including, but not limited to, the obligations set forth in Section 6.20, as of the date hereof, (i) any of Buyer will have on the Financing Conditions will not be satisfied or Closing Date sufficient funds to pay the Purchase Price on the Closing Date and (ii) the Debt Financing Company Group will not be made available have on the Closing Date sufficient funds to Parent pay the Estimated Distribution Amount on the Closing Date. Parent understands and . (d) For the avoidance of doubt, Buyer acknowledges that under the terms of this Agreement, the its obligations of Parent and Merger Sub to consummate the Merger transactions contemplated by this Agreement on the terms set forth herein are not in conditioned upon the availability, terms or consummation of the Financing (or any way contingent upon or otherwise Alternative Financing); provided that Buyer’s obligations to draw down the proceeds of the Equity Financing pursuant to the terms and subject to the consummation by Parent or Merger Sub conditions of any financing arrangements, the obtaining by Parent or Merger Sub Equity Commitment Letter and/or to consummate the Closing are subject to the terms and conditions of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubSection 10.12(b).

Financial Capability. (a) Parent has delivered to the Company a true and complete copy of each of the executed Debt Commitment Letterswill have, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and cause Merger Sub shall have at the Closing sufficient cashto have, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that i) Acceptance Time sufficient funds to pay the existence or exercise of “market flex” provisions contained aggregate Offer Price in the Debt Fee Letters shall not be deemed to constitute an amendment or modification respect of the Debt Commitment Letters). Neither Parent nor any Tendered Shares and (ii) Effective Time, sufficient funds to pay the aggregate Merger Consideration in respect of its Affiliates has entered into any agreementall of the outstanding Shares contemplated by this Agreement, side letter to pay all other cash amounts payable pursuant to Article III, to repay all of the Indebtedness of the Company that becomes due and payable as of the Acceptance Time or other commitment or arrangement relating to the financing Effective Time in connection with the consummation of the transactions contemplated by this Agreement, and to perform the other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the obligations of Parent and Merger SubSub contemplated by this Agreement. (b) perform their obligations in accordance Simultaneously with the execution and delivery of this Agreement, Parent has provided to the Company a true and correct copy of the fully executed commitment letters from Greenbriar Equity Fund II, L.P., a Delaware limited partnership, Greenbriar Equity Fund II-A, L.P., a Delaware limited partnership, and Greenbriar Co-Investment Partners II, L.P., a Delaware limited partnership (the “Equity Commitments”), pursuant to which the Investors (as defined in the Equity Commitments) have committed, upon the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closingtherein, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any provide to Parent or all “market flex” provisions contained Merger Sub equity financing in the Debt Fee Letters), together cash amount set forth therein in connection with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to by this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(aAgreement. (c) and 5.17(b). As of the date hereofof this Agreement, (i) the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters Equity Commitments are in full force and effect and represent a valid, are valid and binding and enforceable obligation obligations of Parent and, to and the knowledge of Parent, each other party parties thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement have been paid in connection with full and all other commitment fees required to be paid thereunder will be duly paid in full when due and (iii) the Debt Financing. No Equity Commitments have not been terminated or amended or otherwise modified in any respect, and there is no breach existing thereunder. (d) As of the date of this Agreement, assuming the accuracy of the representations and warranties of the Company set forth in Section 4.02 in all material respects (i) no event has occurred whichthat, with or without notice, lapse of time or both, would constitute a default or a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of any of Parent or a breach or default by any other party thereto Merger Sub under any term of Equity Commitment, and (ii) Parent and Merger Sub have no reason to believe that the Debt Commitment Letters. There are no conditions precedent or other contingencies related to financing contemplated by the funding of the full amount of the Debt Financing, other than the Financing Conditions. Equity Commitments will not be consummated as contemplated therein. (e) Assuming the condition set forth in Section 6.2(a) regarding accuracy of the representations and warranties of the Company contained set forth herein including Section 4.02 and compliance by the Company of its covenants and obligations hereunder, neither Parent nor Merger Sub is, as of the date hereof, aware of any fact, occurrence or condition that would cause the commitments provided for in this Agreement and the Equity Commitments to be terminated or ineffective or any of the conditions therein not to be satisfied at or prior to the Acceptance Time or the Effective Time. (f) The equity investments by the Investors under the Equity Commitments are not subject to any condition other than as expressly set forth in Section 6.2(bthe Equity Commitments. (g) regarding For the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Dateavoidance of doubt, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub expressly acknowledge and agree that their obligations hereunder, including their obligations to consummate the Merger Offer or the Merger, are not in subject to, or conditioned on, receipt of the proceeds from the financing contemplated by the Equity Commitments, or any way contingent upon or otherwise subject other financing, prior to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing Acceptance Time or the availabilityEffective Time, grant, provision or extension of any financing to Parent or Merger Subas applicable.

Financial Capability. Parent (a) Fermat has delivered to the Company Descartes a true true, complete and complete correct copy of each (i) the executed commitment letter from Citigroup Global Markets Inc. (the “Lenders”), dated the date hereof and (ii) the fee letter related thereto, dated as of the executed Debt Commitment Lettersdate hereof (provided, however, that the fee amounts, pricing caps and other economic terms, and the Debt Fee Letters (redacted to delete rates and amounts included in the economic and “market flex” provisions (but not covenants), may be redacted, none of which redacted provisions could adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Debt Fee LettersFinancing (as defined below). Assuming (x) that ), pursuant to which the parties Lenders have committed, subject to the Debt Commitment Letters (other than the Parent terms and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closingtherein, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit to provide or other sources of immediately available funds to make payment of all amounts cause to be paid by them hereunder on provided debt financing (the “Debt Financing”) to Fermat and after certain of its Subsidiaries in the Closing Date. The amounts described therein (clauses (i) and (ii), collectively, the “Debt Commitment Letters have not been amended or modified in any manner prior to Letter”). (b) As of the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as expressly set forth in the Debt Commitment Letters and Letter, the Debt Fee Letters. Assuming (x) that the parties to financing contemplated by the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect Letter is not subject to any condition precedent to the exercise availability of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)such financing. As of the date hereofof this Agreement, the Debt Commitment Letter (i) is in full force and effect, (ii) constitutes the legal, valid and binding obligations of Fermat and, to the Knowledge of Fermat, the other parties thereto and (iii) has not been modified, amended or supplemented in any respect and the commitments contained in the Debt Commitment Letters Letter have not been withdrawn withdrawn, rescinded, terminated or rescinded in any respectrepudiated, and, to the Knowledge of Fermat, no such withdrawal, rescission, termination or repudiation is contemplated. As of the date hereofof this Agreement, Fermat is not in breach of any of its covenants or other obligations set forth in, and is not in default under, the Debt Commitment Letters are in full force and effect and represent a validLetter, binding and enforceable obligation nor does Fermat have Knowledge of Parent any breach of the Debt Commitment Letter by any of the other parties thereto, and, to the knowledge Knowledge of ParentFermat, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No no event has occurred whichor circumstance exists that, with or without notice, lapse of time or both, would or would reasonably be likely to (A) constitute or result in a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent any Person under the Debt Commitment Letter, or a breach or default by (B) otherwise result in any other party thereto under any term portion of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied not being available on the Closing Date. Assuming the accuracy of Descartes’s representations and warranties set forth in Article III and Descartes’s compliance with its agreements hereunder, Parent in each case such that the conditions in Section 7.2 would be satisfied, Fermat, as of the date of this Agreement, has no reason to believe that (i) it will be unable to satisfy any of the Financing Conditions will not terms or conditions required to be satisfied or (ii) by it in the Debt Financing will not be made available Commitment Letter on or prior to Parent on the Closing Date. Parent understands and acknowledges that under As of the terms date of this Agreement, Fermat has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. (c) The Debt Financing, when funded in accordance with the Debt Commitment Letter, would provide Fermat and certain of its Subsidiaries with cash proceeds on the Closing Date (after netting out applicable fees and expenses) that, when taken together with cash, cash equivalents and other current financial assets and other immediately available funds, will be sufficient for the 1414958.12A-NYCSR03A - MSW satisfaction of Fermat’s payment obligations under this Agreement (including payment of Parent the Cash Balancing Amount) that are due and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub payable as of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subsuch date.

Financial Capability. Parent has delivered to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions As set forth in Section 6.2(a) will be satisfied at 4.3 of the ClosingParent Disclosure Schedule, Parent and Merger Sub shall have at provided the Closing sufficient cashCompany with a commitment letter from (i) Goldman Sachs Credit Partners L.P., available lines dated as of credit or other sources the date hereof, (ii) Xxxxxxn, Sachs & Co., dated as of immediately available funds the date hereof, (iii) Berkshire Fuxx X, Ximxxxx Partnership, Berkshire Fund VI, Limited Partnership and Berkshire Investors LLC, dated as of the date hereof and (iv) Weston Presidio Capital IV, L.P. and WPC Entrepreneur Fund II, L.P., dated as of the date hereof (such commitment letters and any commitment letters in substitution thereof that are reasonably acceptable to make payment of all amounts the Company, the "Commitments," and the financing to be paid by them hereunder on and after provided thereunder, the Closing Date"Acquisition Financing"). The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to proceeds from such Acquisition Financing constitute an amendment or modification all of the Debt Commitment Letters). Neither financing required to be provided by Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to and Merger Sub for the financing consummation of the Merger and transactions contemplated by this Agreement, including any funds necessary to pay the Common Stock Merger Consideration, the Preferred Stock Merger Consideration, the Company Option Consideration, the Company Warrant Consideration and to repay any indebtedness of the Company that will be repayable (including at the option of the relevant creditor), and, in each case, all associated costs and expenses, upon or following consummation of the Merger and other transactions contemplated by this Agreement. To the knowledge of Parent and Merger Sub, the obligations to fund the Commitments are not subject to any condition other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)Commitments. As of the date hereof, the commitments contained Commitments are in the Debt Commitment Letters full force and effect, have not been withdrawn or rescinded terminated or otherwise amended or modified in any respect. As respect and no Person extending such Commitments has advised Parent, Merger Sub or any of the date hereoftheir respective Affiliates, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge none of Parent, each Merger Sub or any of their Affiliates have any reason to believe, that the Commitments will not lead to the Acquisition Financing contemplated by this Agreement. All commitment and other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused fees required to be paid) any and all commitment fees and other amounts that are due and payable paid under the Commitments on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subhereof have been paid.

Financial Capability. Parent has (i) At the Closing, Investors will have access to available funds necessary to consummate the Closing on the terms and conditions contemplated by this Agreement. Investors are not aware as of the date hereof of any reason by which the funds sufficient to fulfill its obligations under Article I will not be available at the Closing. (ii) Investors have delivered to the Company a true true, correct and complete copy of each an executed commitment letter between Conversant Opportunity Master Fund LP and Investors, dated as of the executed Debt date hereof, a copy of which is attached hereto as Exhibit F (together with all annexes, schedules and exhibits (in each case, if any) thereto, the “Equity Commitment LettersLetter,” and the commitment thereunder, the “Equity Financing Commitment”) to provide, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (the “Equity Financing”), pursuant to which, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties subject to the Debt Commitment Letters (other than terms and conditions of which, the Parent Persons party thereto have committed to provide equity financing in the respective amounts, and Merger Sub) on the terms and conditions set forth therein. The Equity Financing is in amounts sufficient to enable Investors to perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied under this Agreement at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated herebyhereby at Closing, including the payment of the aggregate cash to be paid as Merger Consideration Purchase Price and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)Backstop Commitment. As of the date hereofof this Agreement, the commitments contained in the Debt Equity Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are Letter is in full force and effect and represent constitutes a valid, legal, binding and enforceable obligation of Parent and, to Investors and the knowledge other parties thereto. As of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement Agreement, the Equity Commitment Letter has not been withdrawn, terminated, amended, restated, replaced, supplemented or otherwise modified or waived and no such withdrawal, termination, amendment, restatement, replacement, supplement, modification or waiver is contemplated. The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary thereof and is entitled to enforce such agreement. There are no side letters or other agreements, contracts or understandings relating to the Equtiy Commitment Letter that could adversely affect the availability of the Equity Financing, and neither Investor knows of any facts or circumstances that may be expected to result in connection with any of the Debt Financingconditions set forth in the Equity Commitment Letter not being satisfied, or the Equity Financing not being available to the Investors, on the Closing Date. No event has occurred whichthat, with or without notice, lapse of time or both, would, or would constitute a breach or default that could reasonably be expected to result in to, constitute a failure to satisfy a Financing Condition default or breach on the part of Parent Investor, or a breach or default by any other party thereto thereto, under any term or condition of the Debt Equity Commitment LettersLetter, and neither Investor has reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Equity Commitment Letter. There Except as expressly set forth in the Equity Commitment Letter, there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Equity Financing. As of the date of this Agreement, other than no financing source has notified Investors of its intention to terminate or withdraw the Equity Financing ConditionsCommitment. Assuming Subject to the condition set forth satisfaction of the conditions contained in Section 6.2(a) regarding the representations 4.1 and warranties 4.2, as of the Company contained in date of this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing DateAgreement, Parent neither Investor has no reason to believe that (i) any of the conditions to the Equity Financing Conditions contemplated by the Equity Financing Commitment will not be satisfied or (ii) that the Debt Equity Financing will not be made available to Parent Investors on the Closing Date. Parent understands As of the date of this Agreement, neither Investor is aware of any fact or occurrence that makes any representation or warranty of such Investor included in this Agreement or the Equity Financing Commitment inaccurate. Upon funding of the Equity Financing Commitment, each Investor will have on the Closing Date, funds sufficient to fund all of the amounts required to be provided by each Investor for the consummation of the transactions contemplated hereby at Closing, including the payment of the Purchase Price and acknowledges the Backstop Commitment, and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby at Closing, including all related fees and expenses, and such available funds are sufficient for the satisfaction of all of Investors’ obligations under this Agreement at Closing, as applicable. (iii) It is expressly acknowledged and agreed by each Investor that the obligations of such Investor under this Agreement are not subject to any conditions regarding each Investor’s, its Affiliates’, or any other Person’s ability to obtain financing for the terms consummation of the transactions contemplated hereby. (iv) Concurrently with the execution of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject Guarantor has delivered to the consummation by Parent or Merger Sub Company the Guarantee, pursuant to which, among other things, the Guarantor has guaranteed, on the terms and conditions set forth therein, certain obligations, covenants and agreements of Investors under this Agreement. The Guarantee is in full force and effect and constitutes the valid and binding obligation of the Guarantor, enforceable in accordance with its terms, subject in each case to the effect of any financing arrangementsapplicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the obtaining by Parent effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or Merger Sub at law). (v) Following the Closing, Investors will have access to available funds necessary to fund amounts pursuant to Section 3.2. Neither Investor is aware as of the date hereof of any financing or reason by which the availability, grant, provision or extension of any financing funds sufficient to Parent or Merger Subfulfill its obligations under Section 3.2 will not be available.