Common use of Financing; Solvency Clause in Contracts

Financing; Solvency. (a) Buyer affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any of the transactions contemplated hereby. Buyer has, and will have available at the Closing, the funds necessary to (i) make the payments required hereunder; (ii) pay all fees and expenses to be paid by Buyer in connection with the transactions contemplated by this Agreement; and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. (b) Buyer is not entering into the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As of the Closing, after giving effect to all of the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financing; Solvency. (a) Buyer affirms that it is not a condition Parent, Merger Sub and Merger Partnership will have available to them on the Closing Date, sufficient cash, available committed lines of credit or other sources of immediately available funds to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any of consummate the transactions contemplated hereby. Buyer has, and will have available at the Closing, the funds necessary to (i) make the payments including payment of all amounts required hereunder; (ii) pay all fees and expenses to be paid by Buyer pursuant to Article II, and to pay all related fees and expenses. (b) Concurrently with the execution of this Agreement, Parent has delivered to the Company a true and complete copy of the executed equity commitment letter, dated as of the date of this Agreement (the “Equity Commitment Letter”), from Sempra and the TTI Members pursuant to which Sempra and the TTI Members have, among other things, and subject to the terms and conditions thereof, committed to provide equity financing to Parent in the amounts set forth therein, which shall, combined, and, together with its available committed lines of credit, be at least the amount necessary for Parent, Merger Sub and Merger Partnership to satisfy their obligations under this Agreement, in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement; . The Equity Commitment Letter expressly provides, and (iii) satisfy all other payment obligations at will continue to expressly provide until the earlier of the Closing that may arise and the valid termination of this Agreement in connection with, or may be required in order to consummate, accordance with the transactions contemplated by terms of this Agreement. (b) Buyer , that each of the Company and the Partnership is not entering into a third-party beneficiary thereof that is entitled to cause Parent to obtain the transactions contemplated hereby with actual intent equity financing provided for under the Equity Commitment Letter subject to hinder, delay or defraud either present or future creditorsthe terms and conditions set forth therein and in this Agreement. As of the Closingdate hereof, the Equity Commitment Letter is in full force and effect and, to the knowledge of Parent, is a legal, valid and binding obligation of Sempra and the TTI Members, enforceable against Sempra and the TTI Members in accordance with its terms, subject to the Bankruptcy Exceptions. There is no default under the Equity Commitment Letter by Sempra and the TTI Members, and no event has occurred that, with or without notice, lapse of time or both, would constitute a default thereunder by Sempra or the TTI Members. (c) Assuming that (i) the conditions to the obligation of Parent, Merger Sub and Merger Partnership to consummate the Mergers have been satisfied or waived, and (ii) the representations and warranties set forth in Article III are true and correct, then at and immediately following the Company Merger Effective Time and after giving effect to all of the transactions contemplated by this Agreement, Buyer Parent, the Surviving Company and each Subsidiary of the Surviving Company (including, for the avoidance of doubt, the Surviving Partnership), will be Solvent. For purposes of Parent, Merger Sub and Merger Partnership are not entering into the transactions contemplated by this Section 4.6Agreement with the intent to hinder, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “delay or defraud either present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredfuture creditors.

Financing; Solvency. (a) Buyer affirms that it is not a condition Parent has delivered to the Closing or to any Company true, accurate and complete copies of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any executed debt commitment letter, dated as of the transactions contemplated hereby. Buyer hasdate hereof (the “Debt Commitment Letter”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have committed to lend to VFH Parent LLC and Impala Borrower LLC, each a direct or indirect wholly-owned subsidiary of Parent (each, a “Borrower”), the amounts set forth therein, and will have available at the Closing, the funds necessary such amounts are sufficient for Parent to (i) make the payments required hereunder; (ii) pay all fees and expenses to be paid by Buyer in connection with the transactions contemplated by this Agreement; and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. (b) Buyer is not entering into the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As of the Closing, after giving effect to all of fund the transactions contemplated by this Agreement, Buyer will be Solventincluding the refinancing of the Company Credit Agreement and the refinancing of the Fourth Amended and Restated Credit Agreement dated as of June 30, 2017 among VFH Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (such committed debt financing, the “Debt Financing”, and the amount of financing required for the foregoing purposes, the “Required Amounts”). For purposes Parent has delivered to the Company a true, complete and correct copy of all fee letters (the “Fee Letters”) related to the Debt Commitment Letter, subject to redaction solely of fee, flex and other economic provisions that are customarily redacted in connection with transactions of this Section 4.6type and that could not in any event affect the conditionality, “Solvent” shall mean thatenforceability, with respect to any Person and as availability or amount of any the Debt Financing. (b) As of the date of determinationhereof, (i) the Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated, or amended or modified or waived in any respect, and (ii) the Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. Except for the Fee Letters, there are no other agreements, side letters, or arrangements of any kind relating to the Debt Commitment Letter that would affect the amount, availability, enforceability or conditionality of the Debt Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or its Subsidiaries under any term or condition of the Debt Commitment Letter or, to the Knowledge of Parent, would (i) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Debt Commitment Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on the date of the Closing. As of the date hereof, no Debt Financing Source has notified Parent, Merger Sub or any Borrower of its intention to terminate any of the Debt Commitment Letter or not to provide the Debt Financing. Assuming satisfaction of the conditions in Section 8.1 and Section 8.3, as of the date hereof, none of Parent, Merger Sub or any Borrower has any 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 Debt Commitment Letter or that the full amounts committed pursuant to the Debt Commitment Letter will not be available as of the Closing. There are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the “present fair saleable value” Debt Financing and there are no contingencies that would permit the Lenders to reduce the total amount of the assets Financing other than as set forth in the Debt Commitment Letter. Parent, Merger Sub and the Borrowers have fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of such Personthis Agreement. As of the date hereof, willDebt Commitment Letter has not been modified, amended or altered and none of the commitments thereunder has been withdrawn or rescinded in any respect and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated. As of the date hereof, no amendment or modification to the Debt Commitment Letter is contemplated other than as set forth in the Debt Commitment Letter. (c) Assuming the funding of such datethe Debt Financing in accordance with the terms and conditions of the Debt Commitment Letter, exceed Parent will have available at Closing sufficient cash in immediately available funds to pay the amount Required Amounts. The Parent Common Stock to be issued or become issuable pursuant to Section 3.3 has been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear of all “liabilities Encumbrances. (d) In no event shall the receipt or availability of such Personany funds or financing (including, contingent for the avoidance of doubt, the Debt Financing) by Parent, Merger Sub or otherwise,” as any of such datetheir respective affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, then immediately after giving effect to the transactions contemplated by this Agreement (including consummation of the Debt Financing), (i) the Surviving Corporation and its Subsidiaries, on a consolidated basis, will be able to pay their Indebtedness and Liabilities, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtorsIndebtedness and Liabilities become absolute and matured, (ii) the then present fair saleable value of the assets of such Person willthe Surviving Corporation and its Subsidiaries, as of such dateon a consolidated basis, be greater than will exceed or equal the amount that will be required to pay their probable Liabilities (including the liability probable amount of all contingent Liabilities) and Indebtedness as such Person on its indebtedness as its indebtedness becomes Liabilities and Indebtedness become absolute and or matured, (iii) such Person the assets of the Surviving Corporation and its Subsidiaries, on a consolidated basis, at a fair valuation, will have, as exceed their probable Liabilities (including the probable amount of such date, adequate capital with which to conduct 37 its business all contingent Liabilities) and Indebtedness and (iv) such Person the Surviving Corporation and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital to carry on their businesses as presently conducted or as proposed to be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredconducted.

Financing; Solvency. (a) Buyer affirms Section 4.16 of the Soap Disclosure Letter sets forth complete and accurate copies of the executed commitment letter, with term sheets and annexes and the related fee letters with respect thereto (provided that it is not a condition the amount of fees and certain other economic terms may be redacted from the fee letters) (collectively, the “Debt Commitment Letters”) from Citigroup Global Markets Inc. (collectively, the “Lenders”), pursuant to which the Lenders have committed to lend the amounts set forth therein to Soap (or directly to Dish or one of Dish’s Subsidiaries) for the purpose of funding the Merger and the other transactions contemplated hereby (the “Financing”). Except as set forth in the Debt Commitment Letters, there are no conditions precedent to the Closing respective obligations of the Lenders to fund the Financing. The fee letters do not contain any conditions precedent to the respective obligations of the Lenders to fund the Financing. There are no other agreements, side letters or arrangements that would permit the Lenders to reduce the amount of the Financing or that would otherwise affect the availability of the Financing. Each of the Debt Commitment Letters has been duly executed and delivered by, and is a legal, valid and binding obligation of Soap, and to the Knowledge of Soap, all other parties thereto. Each of the Debt Commitment Letters is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect, except as permitted by this Section 4.16 or Section 5.17. All commitment and other fees required to be paid under the Debt Commitment Letters on or prior to the date hereof have been paid and, as of its other obligations under this Agreement the date hereof, to the Knowledge of Soap, there is no fact or occurrence existing that Buyer or any of its Affiliates obtain financing for or related to would make any of the transactions contemplated herebystatements (including assumptions) set forth in any of the Debt Commitment Letters inaccurate. Buyer hasAssuming the satisfaction of the conditions in Section 6.1 and Section 6.2 and no breach or default by Dish hereunder, and will have available to the Knowledge of Soap, there is no fact or occurrence as of the date hereof that would cause the conditions to funding of the Financing not to be satisfied at or before the Closing, and Soap 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 contained in the funds necessary to Debt Commitment Letters. (b) Assuming the satisfaction of the conditions in Section 6.1 and Section 6.2, on or before the Business Day next succeeding the last day of the Marketing Period, Soap will have, (i) make the payments required hereunder; (ii) pay sufficient cash, available lines of credit or other sources of immediately available funds to consummate all fees and expenses to be paid by Buyer in connection with of the transactions contemplated by this Agreement; , including, without limitation, the payment of the Dish Per Share Merger Consideration and the Dish Per DSU Cash Merger Consideration in connection with the Merger, the repayment or refinancing of the Indebtedness set forth in Section 3.17(a)(ii) of the Dish Disclosure Letter, and the payment of any fees or expenses associated with any of the foregoing, and (iiiii) satisfy all other payment the resources and capabilities (financial and otherwise) to perform its obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by under this Agreement. (bc) Buyer Soap is not entering into the transactions contemplated hereby by this Agreement with actual the intent to hinder, delay or defraud either present or future creditorscreditors of Soap or any of its Subsidiaries, or Dish or any Dish Subsidiary. As of the Closing, Immediately after giving effect to all of the transactions contemplated by this Agreement, Buyer including the Financing, any alternative financing and the payment of the aggregate Dish Per Share Merger Consideration and the Dish Per DSU Cash Merger Consideration in connection with the Merger, the repayment or refinancing of the Indebtedness set forth in Section 3.17(a)(ii) of the Dish Disclosure Letter, and the payment of any fees or expenses associated with any of the foregoing, assuming (i) the satisfaction or waiver of the conditions to Soap’s obligation to consummate the Merger as set forth herein and (ii) the accuracy of the representations and warranties of Dish set forth in Article III hereof as of the Closing Date, Soap and its Subsidiaries will be Solvent. For purposes of this Section 4.64.16, the term “Solvent” shall mean that, with respect to any Person Soap and its Subsidiaries means that, as of any date of determination, (iA) the amount of the “present fair saleable value” value of the assets of such PersonSoap and its Subsidiaries, willtaken as a whole, exceeds, as of such date, exceed the amount sum of (1) the value of all “liabilities Liabilities of such PersonSoap and its Subsidiaries, taken as a whole, including contingent or otherwise,” and other Liabilities, as of such date, as such quoted terms are generally determined in accordance with the applicable Legal Requirements federal Laws governing determinations of the insolvency solvency of debtors, and (ii2) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability probable Liabilities of Soap and its Subsidiaries, taken as a whole, on their existing debts (including contingent Liabilities) as such Person on its indebtedness as its indebtedness becomes debts become absolute and matured, ; (iiiB) such Person Soap and its Subsidiaries will not have, as of such date, adequate an unreasonably small amount of capital with for the operation of the business in which they are engaged or proposed to conduct 37 its business be engaged by Soap following such date; and (ivC) such Person Soap and its Subsidiaries will be able to pay its indebtedness their Liabilities, including contingent and other Liabilities, as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredthey mature.

Financing; Solvency. (a) Buyer affirms that it is not a condition Parent has delivered to the Closing or to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any Company a true, correct and complete copy of the transactions contemplated hereby. Buyer hasexecuted Letter Agreement, and will have available at dated as of the Closingdate hereof, pursuant to which, among other matters, the funds necessary Guarantor has agreed with Parent to (i) make make, subject to the payments required hereunder; terms and conditions thereof, an equity investment in Parent (the amount of equity capital to be provided pursuant to the Letter Agreement, the “Equity Financing”), and (ii) commit to assume the payment obligations of Parent and Merger Sub hereunder. Assuming the satisfaction of the conditions set forth in this Agreement (including the Offer Conditions) and in the Letter Agreement, the Equity Financing, when funded in accordance with the Letter Agreement, together with cash and other sources of funds immediately available to Parent, provide Parent or Merger Sub with cash proceeds on the Closing Date sufficient for Parent to pay all fees and expenses amounts required to be paid by Buyer in connection with the transactions contemplated by this Agreement; and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions on behalf of Parent as contemplated by this Agreement. (b) Buyer As of the date hereof, the Letter Agreement (i) is in full force and effect, (ii) constitutes the valid, binding and Enforceable obligations of Parent and Merger Sub and, to the knowledge of Parent, of the other parties thereto, and (iii) is not entering into subject to any conditions precedent as between Parent and Merger Sub and any other party to the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditorsLetter Agreement that are not expressly set forth in the Letter Agreement. As of the date hereof, other than the Letter Agreement (and redacted fee letter), neither Parent nor Merger Sub has entered into any side letters, contracts, agreements or other arrangements, whether written or oral, pursuant to which any Person has the right to modify or amend the terms of the Equity Financing contemplated by the Letter Agreement. As of the date hereof, the Letter Agreement has not been amended or modified, the commitments contained in the Letter Agreement have not been reduced, withdrawn, rescinded or replaced in any respect, and no such amendment or modification of the Letter Agreement or such reduction, withdrawal, rescission or replacement of the commitments thereunder is contemplated. (c) As of the date hereof, neither Parent and Merger Sub is in default under any provision of the Letter Agreement, and, to Parent’s knowledge, no event has occurred or circumstance exists that, with or without notice, lapse of time or both, (i) would reasonably be expected to constitute or result in a breach or default on the part of any Person under the Letter Agreement, or (ii) would reasonably be expected to constitute or result in a failure to satisfy a condition precedent as set forth in the Letter Agreement. As of the date hereof, neither Parent or Merger Sub has received any written notice or other written communication from any party to the Letter Agreement with respect to (x) any actual or potential breach or default on the part of Parent or Merger Sub or any other party to the Letter Agreement or (y) any actual or potential failure to satisfy any condition precedent set forth in the Letter Agreement. (d) As of the date hereof, assuming the satisfaction of the conditions set forth in this Agreement (including the Offer Conditions), neither Parent nor Merger Sub: (i) has any reason to believe that it will not be able to satisfy on a timely basis each term and condition relating to the closing or funding of the Equity Financing, (ii) knows of any fact, occurrence, circumstance or condition that would reasonably be expected to (x) cause the Letter Agreement to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, or (y) cause any of the terms or conditions relating to the closing or funding of any portion of the Equity Financing not to be met, satisfied or complied with. (e) Parent has delivered to the Company a true and complete copy of the executed Debt Financing commitment letter from the Debt Financing Sources party thereto (together with the term sheet attached thereto and the related fee letter (redacted in a manner reasonably acceptable to the Debt Financing Sources), the “Debt Financing Letter Agreement”), pursuant to which such Debt Financing Sources have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the Debt Financing. As of the date of this Agreement, none of the Debt Financing commitments have been amended or modified, and the respective commitments contained in the Debt Financing Letter Agreement have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Letter Agreement is in full force and effect and constitutes the valid, binding and Enforceable obligation of each of Parent and Merger Sub and, to the knowledge of Parent and Merger Sub, the other parties thereto. There are no conditions precedent related to the funding of the full amount of the Debt Financing other than as set forth in or contemplated by the Debt Financing Letter Agreement. (f) Without limiting Section 6.7, in no event shall the receipt or availability of any funds or financing by or to Parent, Merger Sub or any of their respective affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub hereunder. (g) Immediately following the Closing, assuming (i) the satisfaction of the conditions set forth in this Agreement (including the Offer Conditions), (ii) immediately prior to the Closing and without giving effect to the Equity Financing or any Debt Financing, the Company and the Company Subsidiaries are Solvent, and (iii) any estimates, projections or forecasts of the Company and the Company Subsidiaries have been prepared by them in good faith and based upon assumptions that were, and continue to be, reasonable, Parent and Surviving Corporation will be, individually and on a consolidated basis, Solvent after giving effect to all the Transactions or by Parent or any of the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredaffiliates.

Financing; Solvency. (a) Buyer affirms Parent has delivered to the Company a true, complete and correct copy of a fully executed equity commitment letter dated the date of this Agreement (together with all exhibits, annexes, schedules and term sheets attached thereto and as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.15, the “Equity Funding Letter”) from the Sponsor pursuant to which the Sponsor has agreed to make an equity investment in Parent, subject to the terms and conditions therein, in cash in the aggregate amount set forth therein (the “Equity Financing”). The Equity Funding Letter provides that it the Company is an express third-party beneficiary of, and is entitled to require Parent to specifically enforce performance of the Sponsor’s obligation to fund the Equity Financing in accordance with and subject to the terms of, the Equity Funding Letter. (b) Parent has delivered to the Company a true, complete and correct copy of a fully executed debt commitment letter and Redacted Fee Letter dated the date of this Agreement from the financial institutions identified therein (together with all exhibits, annexes, schedules and term sheets attached thereto and as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.15, collectively, the “Debt Commitment Letter” and, together with the Equity Funding Letter, the “Financing Letters”), pursuant to which such financial institutions have agreed to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”). (c) As of the date of this Agreement, the Financing Letters are in full force and effect and constitute the valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with their terms (subject to the Enforceability Exceptions). There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing contemplated by the Financing Letters, other than the conditions precedent set forth in the Financing Letters (such conditions precedent, the “Financing Conditions”). (d) As of the date of this Agreement, the Financing Letters have not a condition been amended or modified in any manner, and the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any respect by Parent or, to the Knowledge of Parent, any other party thereto, and no such termination, reduction, withdrawal or rescission is contemplated by Parent or, to the Knowledge of Parent, any other party thereto. (e) As of the date of this Agreement, assuming the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligation to consummate the Merger, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied on or prior to the Closing Date or (ii) the Financing contemplated by the Financing Letters will not be available to any Parent on the Closing Date assuming the Financing Conditions are satisfied. (f) As of its the date of this Agreement, Parent is not in default or breach under the terms and conditions of the Financing Letters and, assuming the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligation to consummate the Merger, no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach thereunder on the part of Parent or a failure to satisfy a Financing Condition therein by Parent. (g) As of the date of this Agreement, other obligations under this Agreement that Buyer than the Redacted Fee Letter, there are no side letters, understandings or other agreements or arrangements relating to the Financing Letters or the Financing to which Parent or any of its Affiliates obtain financing for is a party that could affect the conditionality, availability or related to any amount of the transactions Financing contemplated hereby. Buyer has, by the Financing Letters in any respect. (h) Parent or an Affiliate thereof on its behalf has fully paid any and will have available at the Closing, the funds necessary to (i) make the payments required hereunder; (ii) pay all commitment or other fees and expenses amounts required by the Financing Letters to be paid by Buyer in connection with on or prior to the transactions contemplated by this Agreement; and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by date of this Agreement. (bi) Buyer The Financing, if and when funded in accordance with the Financing Letters, will provide Parent and Merger Sub at and as of the Closing Date with sufficient available funds to consummate the Transactions and to make all payments required to be made in connection therewith by Parent or Merger Sub, including (x) the payment of the Merger Consideration required to be paid on the Closing Date, (y) the repayment of all outstanding debt (and all premiums and fees payable in connection therewith) required by its terms to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged at the Closing and (z) the payment of all other amounts to be paid by Parent, Merger Sub, the Surviving Corporation or their Subsidiaries pursuant to or in connection with this Agreement and the Transactions, and associated costs and expenses of the Transactions required to be paid by Parent, Merger Sub, the Surviving Corporation or their Subsidiaries pursuant to this Agreement or the Financing Letter (such amounts, collectively, the “Required Amounts”). Notwithstanding anything in this Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the Financing contemplated by the Financing Letters) by or to Parent or any of its Affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub hereunder. (j) Neither Parent nor Merger Sub is not entering into this Agreement with the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As creditors of the Closing, Company or any of its Subsidiaries. Immediately after giving effect to all the Transaction (including any financing in connection with the Transactions), assuming (x) the accuracy of the transactions contemplated by Company’s representations and warranties set forth in Article IV of this Agreement, Buyer will be Solvent. For purposes (y) the satisfaction or waiver of this Section 4.6the conditions to Parent’s and Merger Sub’s obligation to consummate the Merger, “Solvent” shall mean that, and (z) the most recent financial forecasts of the Company made available to Parent by the Company or its Affiliates on or prior to the date hereof were prepared in good faith upon assumptions that were reasonable at such time (it being understood that the Company is not making any representation and warranty with respect to any Person and thereto as a result of any date of determinationsuch assumption in this sub-clause (z)), (i) the amount of the “present fair saleable value” of the assets of Parent and its Subsidiaries, taken as a whole, will not have incurred indebtedness beyond their ability to pay such Person, will, indebtedness as of such date, exceed the amount of all “liabilities of such Person, contingent it matures or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtorsbecomes due, (ii) the then present fair saleable value of the assets of such Person willParent and its Subsidiaries, taken as of such datea whole, be greater than will exceed the amount that will be required to pay their probable Liabilities (including the liability probable amount of such Person on its all contingent Liabilities) and indebtedness as its indebtedness it becomes absolute and or matured, (iii) such Person the assets of Parent and its Subsidiaries, taken as a whole, at a fair valuation, will have, as exceed their probable Liabilities (including the probable amount of such date, adequate capital with which to conduct 37 its business all contingent Liabilities) and indebtedness and (iv) such Person Parent and its Subsidiaries, taken as a whole, will not have unreasonably small capital to carry on their businesses as presently conducted or as proposed to be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredconducted.

Financing; Solvency. (a) Buyer affirms that it is not a condition As of the Closing Date, the Purchaser Parties will have sufficient funds available to deliver the Purchase Price to the Closing or to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any of Sellers and consummate the transactions contemplated herebyby this Agreement, including the timely satisfaction of the Assumed Liabilities. (b) The Purchaser Parties have delivered to the Sellers complete and correct copies of fully executed commitment letters (the “Commitment Letters”) attached hereto as Exhibit D from JPMorgan Chase Bank, N.A. and Deerfield Management Company, L.P. (the “Lenders”) delivered to, as the case may be, the Purchaser, the Purchaser Owner and the Purchaser Owner’s wholly-owned subsidiary, Solstice Neurosciences, LLC, in connection with the transactions contemplated by this Agreement (the “Debt Financing”). Buyer hasThe Commitment Letters are in full force and effect and are legal, valid and binding obligations of the Purchaser Owner and its Subsidiaries and, to the knowledge of the Purchaser Parties, the Lenders, subject to the Bankruptcy and Equity Exceptions. All commitment fees required to be paid thereunder have been paid in full or, if not yet due, will be duly paid in full when due, and no event has occurred which, with or without notice or lapse of time or both, would result in any breach or violation of or constitute a default or give rise to any right of termination thereunder. The aggregate proceeds of the Debt Financing will have available at be sufficient to enable the Closing, the funds necessary Purchaser Parties to (i) make the payments pay in cash all amounts required hereunder; (ii) pay all fees and expenses to be paid by Buyer them at the Closing in connection with the transactions contemplated by this Agreement; , including the Purchase Price and (iii) satisfy all other payment obligations at payments, fees and expenses of the Closing that may arise in connection with, Purchaser Parties related to or may be required in order to consummate, arising out of the transactions contemplated by this Agreement. Assuming the accuracy of the Sellers’ representations and warranties contained in this Agreement, compliance by the Sellers with their covenants and agreements hereunder, the satisfaction of any conditions to the Closing for the benefit of the Purchaser Parties set forth in Sections 6.1, 6.2 and 6.3 and the satisfaction of the conditions set forth in the Commitment Letters related to any of the foregoing, the Purchaser Parties are not aware of any fact, occurrence or condition that makes any of the assumptions or statements set forth in the Commitment Letters inaccurate or that would reasonably be expected to cause the Debt Financing to be terminated or rendered ineffective or any of the conditions contained therein not to be met. (bc) Buyer is not entering into Immediately after giving effect to the transactions contemplated hereby by this Agreement and the Ancillary Documents (including the payment of the Purchase Price, and the payment of all related fees and expenses), (i) the Purchaser Parties and their Subsidiaries will not have incurred debts beyond their ability to pay such debts as they mature or become due, (ii) the then present fair saleable value of the assets of the Purchaser Parties and their Subsidiaries will exceed the amount that will be required to pay their existing debts (including the probable amount of all contingent liabilities) as such debts become absolute and matured, (iii) the assets of the Purchaser Parties and their Subsidiaries at a fair valuation will exceed their debts (including the probable amount of all contingent liabilities) and (iv) the Purchaser Parties and their Subsidiaries will not have unreasonably small capital to carry on their business as proposed to be conducted following the Closing Date. No transfer of property is being made and no obligation is being incurred in connection with actual the transactions contemplated hereby, in either case, with the intent to hinder, delay or defraud either present or future creditors. As creditors of the Closing, after giving effect to all of the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person Purchaser Parties and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredtheir Subsidiaries.

Financing; Solvency. (a) Buyer affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any As of the transactions contemplated hereby. Agreement Date, Buyer has, and will have available at the ClosingClosing will have, the funds necessary to (i) make the payments required hereunder; , (ii) pay all fees and expenses to be paid by Buyer Xxxxx in connection with the transactions contemplated by this Agreement; Agreement and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. Buyer has not incurred any obligation, commitment, restriction or Liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or Liability of any kind, which would reasonably be expected to impair or adversely affect such resources. Buyer understands and acknowledges that under the terms of this Agreement, Xxxxx’s obligation to consummate the transactions contemplated by this Agreement is not in any way contingent upon or otherwise subject to Buyer’s consummation of any financing arrangements, Xxxxx’s obtaining of any financing or the availability, grant, provision or extension of any financing to Buyer. (b) Buyer is not entering into the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As of immediately following the Closing, after giving effect to all of the transactions contemplated by this Agreement, and assuming the representations of the Company, the Blocker and the Sellers contained in this Agreement are true in all material respects, neither Buyer nor the Company will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair market value of its assets or because the fair saleable value of its assets is less than the amount of the “present fair saleable value” of the assets of such Person, will, required to pay its probable liability on its existing debts as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtorsthey mature), (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate have unreasonably small capital with which to conduct 37 engage in its business and business, or (iviii) such Person will be able have incurred debts or obligations beyond its ability to pay its indebtedness them in the ordinary course of business as its indebtedness maturesthey become due. For purposes Assuming the representations of the foregoing definition onlyCompany, “indebtedness” the Blocker and the Sellers contained in this Agreement are true in all material respects, immediately after giving effect to the transactions contemplated by this Agreement, the Company and the Company Subsidiaries shall mean a liability have adequate capital to carry on their respective businesses. No transfer of property is being made and no obligation is being incurred in connection with another Person’s (A) right the transactions contemplated by this Agreement with the intent of Buyer to paymenthinder, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecureddelay, or (B) right to defraud either present or future creditors of the Company or any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredCompany Subsidiary.

Financing; Solvency. (a) Buyer affirms Parent has delivered to the Company a true, complete and correct copy of the fully executed debt commitment letter, together with any related fee letters (in the case of the fee letters, redacted only for confidential provisions related to fees, flex terms and other economic terms, none of which adversely affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing contemplated thereby in any respect), dated as of the date hereof, by and among Royal Bank of Canada, Deutsche Bank AG New York Branch, Deutsche Bank Securities, Inc., Chain Bridge Opportunistic Funding, LLC and Parent providing for debt financing as described therein (together, including all exhibits, schedules and annexes, the “Debt Commitment Letter”), pursuant to which, upon the terms and subject only to the conditions set forth therein, the Debt Financing Sources party thereto have agreed to lend the amounts set forth therein (the “Debt Financing”). (b) Parent has delivered to the Company a true, complete and correct copy of the fully executed equity commitment letters, dated as of the date hereof, by and among The Veritas Capital Fund VI, L.P. (the “Equity Investor”) and Parent (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”) pursuant to which, upon the terms and subject to the conditions set forth therein, the Equity Investor has agreed to invest in Parent the amount set forth therein (the “Equity Financing”, and together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides that it the Company is an express, intended third-party beneficiary of, and is entitled to enforce, the Equity Commitment Letter. (c) As of the date hereof, the Commitment Letters are in full force and effect and constitute the valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto, enforceable against Parent and the other parties thereto in accordance with their terms (subject to the Enforceability Exceptions). As of the date hereof, there are no conditions precedent or subsequent related to the funding of the full amount of the Financing contemplated by the Commitment Letters, other than the conditions precedent set forth in the Commitment Letters (such conditions precedent, the “Financing Conditions”). (d) As of the date hereof, the Commitment Letters have not a condition been amended, waived, supplemented or modified in any manner, and the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any respect by Parent or, to the knowledge of Parent, any other party thereto, and no such termination, reduction, withdrawal or rescission is contemplated by Parent or, to the knowledge of Parent, any other party thereto. (e) As of the date hereof, Parent has no reason to believe that, assuming that each of the conditions set forth in Sections 6.1 and 6.3 is satisfied at Closing, (i) any of the Financing Conditions will not be satisfied on or prior to the Closing Date or (ii) the Financing contemplated by the Commitment Letters will not be available to Parent on the Closing Date. (f) Parent is not in default or breach under the terms and conditions of either of the Commitment Letters and no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach or a failure to satisfy a condition under the terms and conditions of the Commitment Letters by Parent or, to the knowledge of Parent, any of its other obligations under this Agreement that Buyer party thereto. (g) There are no side letters, understandings or other agreements or arrangements relating to the Financing to which Parent or any of its Affiliates obtain is a party, in addition to the Commitment Letters, that could adversely affect the Financing contemplated by the Commitment Letters in any respect, other than those set forth in the Commitment Letters. (h) Parent or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees and amounts required by the Commitment Letters to be paid on or prior to the date hereof. (i) Assuming the Financing is funded in accordance with the conditions set forth in the Financing Commitment Letters and assuming that each of the conditions set forth in Sections 6.1 and 6.3 is satisfied at Closing, as of the date hereof, Parent will have at and as of the Closing sufficient available funds to consummate the Merger and to make all payments required to be made by Parent, Merger Sub or their respective Affiliates in connection therewith, including payment of the aggregate Merger Consideration, any payments made in respect of equity compensation obligations to be paid in connection with the transactions contemplated hereby, the payment of any debt required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger (including all Indebtedness of the Company and its Subsidiaries required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger and the other transactions contemplated hereby) and all premiums and fees required to be paid in connection therewith and all other amounts to be paid pursuant to this Agreement and associated costs and expenses of the Merger (such amounts, collectively, the “Merger Amounts”). As of the date hereof, Parent has no reason to believe that the representations contained in the immediately preceding sentence will not be true at and as of the Closing Date. Notwithstanding anything in this Agreement to the contrary, in no event shall the receipt or availability of any funds or financing for (including the Financing contemplated by the Commitment Letters) by or related to Parent or any of its Affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub hereunder. (j) Immediately after giving effect to the transactions contemplated hereby. Buyer has, and will have available at the Closing, the funds necessary to by this Agreement (i) make the payments required hereunder; (ii) pay all fees and expenses to be paid by Buyer including any financing in connection with the transactions contemplated by this Agreement; ), assuming the representations and warranties in ARTICLE III (iiias qualified by the Company Disclosure Schedule and the Company SEC Disclosures) satisfy are true and correct in all other payment obligations at the Closing that may arise in connection withmaterial respects and Parent and its Subsidiaries, or may be required in order to consummatetaken as a whole, the transactions contemplated by this Agreement. (b) Buyer is not entering into the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As of the Closing, after giving effect to all of the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financing; Solvency. (a) Buyer affirms As of the date of this Agreement, Parent has delivered to the Company a true, complete and correct copy of a fully executed equity commitment letter, dated the date of this Agreement (together with all exhibits, annexes, schedules and term sheets attached thereto and as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.15, the “Equity Commitment Letter”), from the Guarantors pursuant to which the Guarantors have agreed to make an equity investment in Parent, subject to the terms and conditions therein, in cash in the aggregate amount set forth therein (the “Equity Financing”). The Equity Commitment Letter provides that it the Company is an express third-party beneficiary of, and is entitled to require Parent to specifically enforce performance of the Guarantors’ obligation to fund the Equity Financing in accordance with and subject to the terms of, the Equity Commitment Letter. (b) As of the date of this Agreement, Parent has delivered to the Company a true, complete and correct copy of a fully executed debt commitment letter and Redacted Fee Letter, each dated the date of this Agreement from the Financing Sources identified therein (together with all exhibits, annexes, schedules and term sheets attached thereto and as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.15, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Financing Letters”), pursuant to which such Financing Sources have agreed to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”). (c) As of the date of this Agreement, the Financing Letters are in full force and effect and constitute the valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with their terms (subject to the Enforceability Exceptions). There are no conditions precedent to the funding of the full amount of the Financing contemplated by the Financing Letters, other than the conditions precedent set forth in the Financing Letters (such conditions precedent, the “Financing Conditions”). (d) As of the date of this Agreement, the Financing Letters have not a condition been amended or modified in any manner (other than to add additional parties thereto as permitted by Section 6.15), and the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any respect by Parent or, to the Knowledge of Parent, any other party thereto, and no such termination, reduction, withdrawal or rescission is contemplated by Parent or, to the Knowledge of Parent, any other party thereto. (e) As of the date of this Agreement, assuming the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligation to consummate the Merger, Parent has no Knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the Financing Conditions not being satisfied on or prior to the Closing Date or (ii) the Financing contemplated by the Financing Letters not being made available to Parent on the Closing Date assuming the Financing Conditions are satisfied. (f) As of the date of this Agreement, neither Parent nor Merger Sub is in default or breach under the terms and conditions of the Financing Letters and, assuming the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligation to consummate the Merger, no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach thereunder on the part of Parent or Merger Sub or a failure to satisfy a Financing Condition therein by Parent or Merger Sub or to the Knowledge of Parent that would otherwise result in any portion of its the Financing necessary to fund the Required Amounts being unavailable on the date on which Closing occurs . (g) As of the date of this Agreement, other obligations under this Agreement that Buyer than the Redacted Fee Letter, there are no side letters, understandings or other agreements or arrangements relating to the Financing Letters or the Financing to which Parent or any of its Affiliates obtain financing for is a party that could (A) affect the conditionality, or related to any availability of the transactions contemplated hereby. Buyer has, and will have available Financing or reduce the aggregate principal amount of the Financing below the amount required to pay the Required Amounts at the Closing, (B) materially delay or prevent the funds necessary to Closing, (iC) make the payments required hereunder; funding of the Debt Financing or the Equity Financing less likely to occur or (iiD) pay adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Letters. (h) As of the date of this Agreement, Parent or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees and expenses amounts required by the Financing Letters to be paid by Buyer in connection with on or prior to the transactions contemplated by this Agreement; and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by date of this Agreement. (bi) Buyer Assuming (A) the Financing is not funded in accordance with the Financing Letters and (B) the accuracy in all material respects of the Company’s representations and warranties set forth in Article IV of this Agreement, the aggregate proceeds contemplated to be provided by the Financing Letters will be sufficient, together with available cash of the Company (giving due consideration to any material tax consequences related to repatriation), to consummate the Transactions and to make all payments required to be made in connection therewith by Parent or Merger Sub, including (x) the payment of the Merger Consideration required to be paid on the Closing Date, (y) the repayment of all outstanding debt (and all premiums and fees payable in connection therewith) required by its terms to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged at the Closing and (z) the payment of all other amounts to be paid by Parent, Merger Sub, the Surviving Corporation or their Subsidiaries pursuant to or in connection with this Agreement and the Transactions, and associated costs and expenses of the Transactions required to be paid by Parent, Merger Sub, the Surviving Corporation or their Subsidiaries pursuant to this Agreement or the Financing Letter (such amounts, collectively, the “Required Amounts”). In no event shall the receipt or availability of any funds or financing (including the Financing contemplated by the Financing Letters) by or to Parent or any of its Affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub hereunder in accordance with the terms of this Agreement. (j) Neither Parent nor Merger Sub is entering into this Agreement with the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As creditors of the Closing, Company or any of its Subsidiaries. Immediately after giving effect to all the Transaction (including any financing in connection with the Transactions), assuming (x) the accuracy of the transactions contemplated by Company’s representations and warranties set forth in Article IV of this Agreement, Buyer (y) the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligation to consummate the Merger, and (z) the most recent financial statements included in a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K filed by the Company with the SEC present fairly in all material respects the consolidated financial condition of the Company and its consolidated Company Subsidiaries as at the end of the periods covered thereby and the consolidated results of operations of the Company and its consolidated Company Subsidiaries for the periods covered thereby in accordance with GAAP, Parent and its Subsidiaries, taken as a whole, will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financing; Solvency. (a) Buyer affirms Parent has delivered to the Company a complete and correct copy of the executed Debt Commitment Letter. Parent has also delivered to the Company a complete and correct copy of the Debt Fee Letter (redacted to exclude fees and other provisions that do not affect the conditionality of the Debt Financing at the request of the Financing Sources party thereto). (b) The Debt Commitment Letter is, as of the Agreement Date, in full force and effect and is the legal, valid and binding obligation of Borrower, and, to the Knowledge of Parent and Purchaser, the other parties thereto, in each case except as enforcement thereof may be limited against Borrower by the Bankruptcy and Equity Exception. The Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect or otherwise amended, supplemented or modified in any respect, and, to the Knowledge of Parent and Purchaser, no such withdrawal, termination, rescission, amendment, supplement or modification is presently contemplated by Parent, Purchaser or Borrower (other than amendments or modifications that are permitted by Section 6.15(a)). Except for the Debt Commitment Letter, as of the Agreement Date, there are no side letters or other agreements, contracts or arrangements relating to the Debt Financing or the Debt Commitment Letter that impose any additional conditions thereto, modify any conditions thereto or otherwise affect the availability of the Debt Financing. 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 Borrower, on the terms in the Debt Commitment Letter. As of the Agreement Date, neither Parent nor Purchaser has any reason to believe that Borrower will be unable to satisfy any term or condition to be satisfied by it is not as a condition to the Closing or availability of the Debt Financing contained in the Debt Commitment Letter, nor any reason to believe that any of the conditions precedent to the availability of the Debt Financing will not be satisfied. As of the Agreement Date, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Borrower, Parent or Purchaser and (in the case of the Debt Commitment Letter only, to the Knowledge of Parent and Purchaser) any of the other parties thereto, under any term of the Debt Commitment Letter (provided that none of Borrower, Parent or Purchaser are making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties set forth in Section 3, or the Company’s compliance with its obligations under the terms of this Agreement). Borrower, Parent and Purchaser have fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to be paid on or before the Agreement Date. Parent and Purchaser acknowledge and agree that their respective obligations to consummate the Offer or the Merger are not subject to a condition that any financing be received by Parent or Purchaser or any of their respective Affiliates for the consummation of the Transactions. (c) Assuming (i) that the parties to the Debt Commitment Letter perform their obligations in accordance with the terms thereof, (ii) the accuracy of the representations and warranties set forth in Section 3, (iii) the satisfaction or waiver of the conditions to Parent’s and Purchaser’s obligation to consummate the Transactions and (iv) the performance by the Company of its obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any Agreement, the net proceeds of the transactions contemplated hereby. Buyer hasDebt Financing (when funded in accordance with the Debt Commitment Letter), together with Parent and will have available at Purchaser’s cash on hand, are, in the Closingaggregate, sufficient for Purchaser to pay the funds necessary to (i) make aggregate Offer Price, consummate the payments required hereunder; (ii) Transactions, pay all fees and expenses required to be paid by Buyer Parent and/or Purchaser in connection with the transactions contemplated Transactions and the Debt Financing and to pay all other amounts required to be paid by this Agreement; Parent and/or Purchaser in connection with the consummation of the Transactions. (d) Immediately after giving effect to the Transactions, Parent and Purchaser, on a consolidated basis, shall (i) be able to pay their respective debts as they become due, (ii) own property which has a fair saleable value greater than the amounts required to pay their respective debts as and when they become due (including a reasonable estimate of the amount of all contingent liabilities), and (iii) satisfy all other payment obligations at the Closing that may arise have adequate capital to carry on their respective businesses. No transfer of property is being made and no obligation is being incurred in connection with, or may be required in order to consummate, with the transactions contemplated by this Agreement. (b) Buyer is not entering into Transactions with the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As creditors of the Closing, after giving effect to all of the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent Parent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredPurchaser.

Financing; Solvency. (a) Buyer affirms Parent has delivered to the Company a true, complete and correct copy of the fully executed debt commitment letter, dated as of the date of this Agreement, by and among the Financing Parties party thereto and Parent providing for debt financing as described therein (together, including all exhibits, schedules and annexes and as amended pursuant to any amendment expressly permitted by Section 4.14(b), the “Debt Commitment Letter”), pursuant to which, upon the terms and subject to the conditions set forth therein, the Financing Parties party thereto have agreed to lend the amounts set forth therein (the “Debt Financing”). (b) Parent has delivered to the Company true, complete and correct copies of the fully executed equity commitment letters, dated as of the date of this Agreement, by and among each of Xxxxxxx Associates, L.P., Xxxxxxx International, L.P., Brookfield Asset Management Inc. and Brookfield Capital Partners VI L.P. (the “Equity Investors”) and Parent (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”) pursuant to which, upon the terms and subject to the conditions set forth therein, the Equity Investors have each agreed to invest in Parent the amount set forth in the respective Equity Commitment Letter (together with the Debt Financing, the “Financing”). The Equity Commitment Letters each provide that it the Company is a third-party beneficiary of, and is entitled to enforce, such Equity Commitment Letter. (c) Parent has delivered to the Company true, complete and correct copies of fee letters related to the Commitment Letters and of the Engagement Letter (as defined below), in each case subject to redaction solely for confidential provisions related to fees, flex terms and other economic terms, none of which adversely affect the conditionality, enforceability, availability, termination or amount of the Financing contemplated thereby in any respect. (d) As of the date of this Agreement, the Commitment Letters are in full force and effect and constitute the valid, binding and enforceable obligations of Parent, the Financing Parties (to the Knowledge of Parent) and the Equity Investors and the other parties thereto (to the Knowledge of Parent), enforceable in accordance with its terms (subject to the Enforceability Exceptions). Other than the conditions precedent set forth in the Commitment Letters (such conditions precedent, the “Financing Conditions”), there are no conditions precedent related to the funding of the full amount of the Financing contemplated by the Commitment Letters or any contingencies that would permit the Financing Parties or the Equity Investors to reduce the aggregate principal amount of the Financing, including any conditions precedent relating to the amount or availability of the Financing pursuant to any flex provisions. (e) The Commitment Letters have not been amended or modified in any manner, and will not be amended or modified in any manner at any time through the Effective Time, except as expressly permitted by Section 4.14(b) and the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any respect, and no such termination, reduction, withdrawal or rescission is contemplated by Parent or, to the knowledge of Parent, any other party thereto. (f) As of the date of this Agreement, assuming the conditions in Sections 5.1 and 5.3 are satisfied as of the Closing, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied on or prior to the Effective Time or (ii) the Financing contemplated by the Commitment Letters will not be available to Parent at the Effective Time, nor does Parent have Knowledge that any Financing Party or Equity Investor will not perform its obligations under the Commitment Letters. (g) Parent is not in default or breach under the terms and conditions of the Commitment Letters and no event has occurred that, with or without notice, lapse of time or both, constitutes or could constitute a default or breach or a failure to satisfy a condition under the terms and conditions of the Commitment Letters. (h) There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Letters or the Financing that could affect the Financing contemplated by the Commitment Letters in any respect, other than those set forth in the Commitment Letters and that certain engagement letter, dated as of the date of this Agreement, by and among the Financing Parties party thereto and Parent (the “Engagement Letter”). (i) Parent or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees and amounts required by the Commitment Letters to be paid on or prior to the date of this Agreement. (j) The Financing, when funded in accordance with the Commitment Letters and giving effect to any flex provision in the Debt Commitment Letter or related fee letters (including with respect to fees and original issue discount), as applicable, shall provide Parent with sufficient available funds at and as of the Effective Time to consummate the Acquisition and to make all payments required to be made in connection therewith, including payment of the aggregate Offer Consideration, any payments made in respect of equity compensation obligations to be paid in connection with the Acquisition and the other transactions contemplated hereby, the payment of any debt contemplated or required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Acquisition and the other transactions contemplated hereby (including all Indebtedness of the Company and its Subsidiaries contemplated or required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Acquisition and the other transactions contemplated hereby) and all premiums and fees required to be paid in connection therewith and all other amounts to be paid pursuant to this Agreement and associated costs and expenses of the Acquisition (such amounts, collectively, the “Acquisition Amounts”). As of the date of this Agreement, Parent has no reason to believe that the representations contained in the immediately preceding sentence will not be true at and as of the Closing Date. Notwithstanding anything in this Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the Financing contemplated by the Commitment Letters) by or to any of its other obligations under this Agreement that Buyer Parent or any of its Affiliates obtain or any other financing for or related transaction be a condition to any of the obligations of Parent or Purchaser hereunder. (k) Immediately after giving effect to the transactions contemplated hereby. Buyer has, and will have available at the Closing, the funds necessary to by this Agreement (i) make the payments required hereunder; (ii) pay all fees and expenses to be paid by Buyer including any financing in connection with the transactions contemplated by this Agreement; ), assuming that the representations and (iii) satisfy warranties set forth in Article 2 are true and correct in all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. (b) Buyer is not entering into the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As of the Closing, after giving effect to all of the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determinationmaterial respects, (i) Parent and its Subsidiaries, taken as a whole, will not have incurred Indebtedness beyond their ability to pay such Indebtedness in the amount ordinary course of the “present fair saleable value” of the assets of such Person, will, business as of such date, exceed the amount of all “liabilities of such Person, contingent it matures or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtorsbecomes due, (ii) the then-present fair saleable value of the assets of such Person willParent and its Subsidiaries, taken as of such datea whole, be greater than will exceed the amount that will be required to pay their probable Liabilities (including the liability probable amount of such Person on its indebtedness all contingent Liabilities) and Indebtedness as its indebtedness it becomes absolute and or matured, (iii) such Person the assets of Parent and its Subsidiaries, taken as whole, at a fair valuation, will have, as exceed their probable Liabilities (including the probable amount of such date, adequate capital with which to conduct 37 its business all contingent Liabilities) and Indebtedness and (iv) such Person Parent and its Subsidiaries, taken as a whole, will not have unreasonably small capital to carry on their businesses as presently conducted or as proposed to be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredconducted.

Financing; Solvency. (a) Buyer affirms that it is not a condition Parent has delivered to the Closing or to Company an accurate and complete copy of the fully executed debt commitment letter, together with any related fee letters (in the case of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing the fee letters, redacted in a customary manner for or confidential provisions related to any fees, flex terms related to fees and pricing and other economic terms, none of which adversely affect the conditionality, enforceability, availability, termination or aggregate principal amount of the transactions Debt Financing contemplated hereby. Buyer hasthereby in any respect), dated as of the date hereof, by and will have available at among the ClosingDebt Financing Sources, the funds necessary to Acquisition Subs and other parties thereto, providing for debt financing as described therein (i) make together, including all exhibits, schedules and annexes and the payments required hereunder; (ii) pay all fees and expenses to be paid by Buyer in connection with the transactions contemplated by this Agreement; and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummatefee letters associated therewith, the transactions contemplated by this Agreement“Debt Commitment Letter”), pursuant to which, upon the terms and subject only to the conditions set forth therein, the Debt Financing Sources party thereto have agreed to lend the amounts set forth therein (the “Debt Financing”). (b) Buyer The Debt Commitment Letter is not entering into in full force and effect and constitutes the transactions contemplated hereby valid, binding and enforceable obligation of the Acquisition Subs and, to the knowledge of Parent, the other parties thereto, enforceable in accordance with actual intent its terms (subject to hinderthe applicable bankruptcy, delay reorganization, fraudulent conveyance, insolvency, moratorium or defraud either present or future creditorsother similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing). As of the Closingdate hereof, after giving effect there are no conditions precedent or subsequent related to all the funding of the transactions Debt Financing contemplated by this Agreementthe Debt Commitment Letter, Buyer will be Solvent. For purposes other than the conditions precedent set forth in the Debt Commitment Letter (such conditions precedent, the “Financing Conditions”). (c) As of this Section 4.6the date hereof, “Solvent” shall mean thatthe Debt Commitment Letter has not been amended, with waived, supplemented or modified in any manner, and the respective commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any respect by the Acquisition Subs or, to the knowledge of Parent, any Person other party thereto, and as no such termination, reduction, withdrawal or rescission is contemplated by the Acquisition Subs or, to the knowledge of Parent, any other party thereto. (d) As of the date of determinationhereof, Parent has no reason to believe that (i) the amount any of the “present fair saleable value” of Financing Conditions will not be satisfied on or prior to the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent Closing Date or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value Financing contemplated by the Debt Commitment Letter will not be available to the Acquisition Subs on the Closing Date. (e) As of the assets date hereof, the Acquisition Subs are not in default or breach under the terms and conditions of such Person willthe Debt Commitment Letter or any related fee letters and, to the knowledge of Parent, no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach or a failure to satisfy a condition under the terms and conditions of the Debt Commitment Letter. (f) No Debt Financing Source has notified Parent or the Acquisition Subs of its intention to terminate its commitment under the Debt Commitment Letter or to not provide the Debt Financing. (g) The Acquisition Subs have paid in full all commitment or other fees required by the Debt Commitment Letter or any related fee letter that are due as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecureddate hereof.

Financing; Solvency. (a) Buyer affirms and Parent affirm that it is not a condition to the Closing or to any of its their other obligations under this Agreement (including their obligation to consummate the transactions hereunder) that Buyer and Parent or any of its their respective Affiliates obtain or receive funds or financing for or related to any of the transactions contemplated herebyhereby or otherwise. Buyer has, and will have available at the Closing, Closing the funds necessary to (i) make the payments required hereunder; hereunder in full in cash (including the repayment in full in cash of all Indebtedness under the Credit Documents), (ii) pay all fees fees, costs and expenses to be paid by Buyer at the Closing in connection with the transactions contemplated by this Agreement; Agreement (and Buyer represents that any fees that are due under the Debt Commitment Letter are required to be paid no earlier than the Closing), and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. (b) Buyer is has provided the Seller Representative with a true and complete copy of the executed Debt Commitment Letter and any related fee letters (redacted as to economic terms and other commercially sensitive numbers and terms specified in any such fee letter (including any such terms and numbers relating to “flex” terms or similar concepts), none of which redacted provisions could affect the availability, conditionality, enforceability, termination or aggregate principal amount of the Debt Financing at the Closing). The Debt Commitment Letter has not entering been amended or modified in any manner prior to the date of this Agreement. As of the date of this Agreement, (i) neither Buyer nor any of its Affiliates has entered into any Contract relating to the financing of the transactions contemplated hereby by this Agreement that could reasonably be expected to adversely affect the availability of the Debt Financing on the Closing Date, other than as described in the Debt Commitment Letter and the related fee letter and the engagement letter in respect of the contemplated 144A high yield notes offering by Buyer or a Subsidiary thereof, (ii) the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect, and (iii) the Debt Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of Buyer and to the Knowledge of Buyer, each other party thereto, subject to 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 and that equitable remedies, including specific performance, are discretionary and may not be ordered. Buyer has fully paid (or caused to be paid) any and all commitment and/or other fees and other amounts that are due and payable on or prior to the date of this Agreement in respect of the Debt Financing (including pursuant to the Debt Commitment Letter). As of the date of this Agreement, (A) assuming the accuracy of the representations and warranties set forth in Section 3 such that the condition set forth in Section 10.1(a) is satisfied, no event has occurred which, with actual intent or without notice, lapse of time or both, would constitute a breach or default on the part of Buyer or, to hinderthe Knowledge of Buyer, delay any other party thereto under the Debt Commitment Letter and (B) assuming the satisfaction of the conditions set forth in Section 8 and Section 9 of this Agreement, Buyer has no reason to believe that it or defraud either present any other party thereto will be unable to satisfy on a timely basis its obligations under the Debt Commitment Letter. There are no conditions precedent related to the funding of the full amount of the Debt Financing, other than those expressly set forth in Section 5, or future creditorsExhibit C, of the Debt Commitment Letter. Assuming the satisfaction of the conditions set forth in Section 8 and Section 9 of this Agreement, as of the date of this Agreement, Buyer has no reason to believe that if Buyer’s contemplated 144A high yield notes offering does not occur or is unsuccessful (i) any of the conditions set forth in the Debt Commitment Letter will not be satisfied or (ii) the Debt Financing will not be available (or made available) to Buyer on the Closing Date. As of the date hereof, no Debt Financing Source has notified Buyer of such Debt Financing Source’s intention to terminate or withdraw any of the Debt Financing. (c) As of the Closing, after giving effect to all of the transactions contemplated by this Agreement, and assuming the conditions set forth in Section 9.1 have been satisfied (without regard to any materiality, Material Adverse Effect, knowledge or similar qualifiers), Buyer and Parent will be Solvent. For purposes of this Section 4.66.7, “Solvent” shall mean means that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements federal laws governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean means a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financing; Solvency. Parent has sufficient funds to enable Parent to pay the maximum out-of-pocket costs and expenses specified in Section 7.3(c). Parent will have at the Effective Time sufficient funds to enable Parent to pay for all outstanding shares of Company Common Stock (aincluding the Option Consideration) Buyer affirms that it is not a condition converted into the right to receive cash pursuant to the Closing or Merger, to any of its other perform Parent’s obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related and to any of the transactions contemplated hereby. Buyer has, and will have available at the Closing, the funds necessary to (i) make the payments required hereunder; (ii) pay all fees and expenses related to be paid the transactions contemplated by Buyer this Agreement payable by it. Parent has received and furnished to Company letters from the lenders under its various working capital lines (the “Financing”) setting forth the maximum amount available under such lines, the amount outstanding under the lines as of August ___, 2007, and confirming that the Financing is available for use in connection with the transactions contemplated by this Agreement; and (iii. The Financing will be available to deposit the aggregate Merger Consideration with the Paying Agent pursuant to Section 2.2(b) satisfy all other payment obligations at hereof. Parent does not intend, to use, directly or indirectly, pledge or grant any security interest in, any of Company’s assets principally to fund, repay or secure any portion of the Closing that may arise in connection withFinancing, or may be required in order to consummateany replacement thereof, or any portion of the Merger Consideration. Based on Parent’s knowledge of Company’s liabilities, financial condition and projected capital requirements, and Parent’s knowledge of its own financial condition, the transactions contemplated by this Agreement. (b) Buyer is not entering into the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As details of the ClosingFinancing, and Parent’s intent with respect to the operation of the Surviving Corporation, after giving effect to all of the transactions contemplated by this AgreementMerger, Buyer will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person Surviving Corporation will be able to pay its indebtedness debts as they mature, and will not be left with unreasonably small capital with which to satisfy its indebtedness maturesdebts. For purposes Without limiting the generality of the foregoing definition onlyforegoing, “indebtedness” shall mean Parent and Merger Sub acknowledge and agree that any event, action or change in circumstance inconsistent in a liability material way with any of the representations or warranties set forth in connection with another Person’s (A) right to paymentthis Section 4.6, whether or not such resulting from any action by Parent or Merger Sub, shall be deemed to constitute a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if this Section 4.6 by Parent and Company may terminate this Agreement pursuant to Section 7.1(d) as a result of such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredbreach.

Financing; Solvency. (a) Buyer affirms Parent shall use its reasonable best efforts to take, or cause to be taken, all lawful actions and to do, or cause to be done, all lawful things necessary, proper or advisable to arrange and consummate Financing on the terms and conditions described in the Financing Commitments, including using its reasonable best efforts to (i) maintain in effect the Financing Commitments, (ii) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (iii) satisfy on a timely basis and comply with all terms, covenants, obligations and conditions set forth in the Commitment Letters and in such definitive agreements applicable to Parent, or Merger Sub, (iv) consummate the Financing at or prior to Closing, and (v) enforce its rights under the Debt Commitment Letter. (b) Parent will use its reasonable best efforts to take or cause to be taken all lawful actions, and to do or cause to be done all lawful things necessary or advisable, to obtain the Equity Financing contemplated by the Equity Commitment Letter and to fully enforce the Equity Commitment Letter. (c) Parent and Merger Sub agree that they will not permit or agree to any amendment or modification to, or any waiver of any material provision or remedy under the Financing Commitments, if such amendment, modification or waiver would (i) reduce the aggregate amount of the Financing, (ii) impose additional conditions precedent to the initial availability of the Financing or amend or modify any of the existing conditions to the availability of the Financing in a manner that would reasonably be expected to materially delay, prevent or render less likely to occur the Financing, or any material portion thereof, on the Closing Date, or (iii) adversely impact the ability of Parent or Merger Sub to enforce their rights against other parties to the Financing Commitments or the definitive agreements with respect thereto. (d) Parent shall keep the Company informed in reasonable detail with respect to all material activity concerning the status of the Financing contemplated by the Financing Commitments and shall give the Company prompt notice of any material adverse change with respect to such Financing. Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any event within one (1) Business Day, if at any time (i) any Debt or Equity Commitment Letter shall expire or be terminated for any reason, (ii) any financing source that is a party to a Debt or Equity Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent on the terms set forth therein, (iii) for any reason Parent no longer believes in good faith that it will be able to obtain all or any portion of the Financing contemplated by the Financing Commitments on the terms described therein, or (iv) Parent becomes aware of any breach by any party of the Financing Commitments that could reasonably be expected to adversely affect the Financing Commitments or delay or impair the consummation of the Financing. (e) Parent shall provide to the Company copies of all documents related to the Financing Commitments and the Financing upon reasonable request and, in any event, the final documents, including without limitation all definitive agreements, (other than any ancillary documents subject to confidentiality agreements, including fee letters and engagement letters). (f) Parent and Merger Sub acknowledge and agree that obtaining the Financing is not a condition to Closing. Without limiting any of the obligations of Parent under this Agreement or any of the Company’s remedies, if any of the Financing becomes unavailable on the terms and conditions contemplated in any of the Financing Commitments or any of the Financing Commitments shall be terminated (in each case other than due to the failure of the condition to Closing set forth in Section 6.3(g) to be satisfied), Parent and Merger Sub shall use their reasonable best efforts to obtain alternative financing commitments for the portion of such Financing that becomes unavailable or is the subject of a terminated Financing Commitment; provided, that if Parent is unable to obtain Alternative Financing despite the use by Parent and Merger Sub of their reasonable best efforts then the Company shall have the remedies described in Section 7.1(a)(v). Parent and Merger Sub may also replace any of the Financing Commitments to obtain more favorable economic terms with the Company’s prior approval, which will not be unreasonably withheld, conditioned or delayed (it being understood that any replacement involving Comerica Bank on terms substantially similar to those previously discussed between the parties is hereby approved by the Company). The alternative Financing Commitments described in this subsection are referred to as the “Alternative Financing Commitments” and the debt financing to be provided pursuant to such Alternative Financing Commitments is referred to as the “Alternative Financing”. In the event that Alternative Financing Commitments are required to be obtained because any of the Financing has become unavailable or been terminated due to an event outside Parent’s control, then Parent shall use reasonable best efforts to obtain the Alternative Financing Commitments within ten (10) Business Days after Parent is first notified that such Financing has or will become unavailable or terminated, but not later than the Closing Date or, if earlier, the tenth (10th) Business Day prior to the End Date, and in the event Alternative Financing Commitments are obtained for any other reason, such Alternative Financing Commitments shall be in place immediately upon termination of the Financing being replaced. The Alternative Financing Commitments shall be on terms and conditions (including termination rights and funding conditions) no less favorable to Parent, Merger Sub or the Company than the current Financing Commitments that are being replaced. Parent shall provide the Company with a copy of the commitment letters evidencing such Alternative Financing Commitments (the “Alternative Commitment Letters”). Such Alternative Financing Commitments shall be deemed to be included in the Financing Commitments, all references to “Financing Commitments” shall be deemed to include the Alternative Financing Commitments, all references to “Financing” shall be deemed to include the Alternative Financing, all references to “Equity Commitment Letter” or “Debt Commitment Letter” shall be deemed to include the Alternative Commitment Letters, and Parent and Merger Sub shall have the same obligations with respect thereto (including under this Section 5.9) as they had with respect to the Financing Commitments being replaced. (g) The Company shall provide, and shall cause its Subsidiaries and each of its and their respective Representatives, including its legal and accounting Representatives, to provide, such cooperation as may be necessary and reasonably requested by Parent to assist Parent in causing the conditions in the Debt Commitment Letter to be satisfied and to obtain the Financing, including (i) providing all periodic filings pursuant to the Exchange Act, (ii) subject to obtaining confidentiality agreements with respect to information that is not made publicly available, such other reasonably requested financial information necessary for the satisfaction of the conditions set forth in the Debt Commitment Letter, including information for inclusion in pro forma financial information, and other financial information as may be reasonably requested in writing by Parent to assist in preparation of customary offering or information documents to be used for the completion of the Financing, (iii) making available, at times mutually agreed upon, appropriate members of senior management of the Company for the purpose of meeting with proposed lenders providing or arranging the Financing, rating agencies, diligence sessions relating to the Company and road shows, (iv) cooperating with reasonable requests relating to the marketing efforts for the Financing (including consenting to the reasonable use of the Company’s logos), (v) providing access to the most recent appraisals, environmental reports, evidence of title (including copies of deeds, lease documentation, title insurance policies and/or commitments for title insurance, title opinions, surveys, and similar information), and similar information with respect to the properties and assets of the Company as may be reasonably requested by Parent and that are in the possession of the Company or its advisors, (vi) reviewing and commenting on information relating to the Company within the Company’s Knowledge included in materials for rating agency presentations, confidential information memoranda and other customary offering and marketing materials requested in connection with the Financing, (vii) furnishing Parent with information in the Company’s possession that any lender providing or arranging Financing has reasonably requested and that is required by regulatory authorities in connection with such Financing under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, and (viii) subject to obtaining confidentiality agreements with respect to information that is not made publicly available, providing Financing Source Parties with access to the due diligence files prepared in connection with this Agreement and otherwise cooperating with diligence efforts of the Financing Source Parties to the extent customary and reasonable. In no event shall the Company and its officers be required to take any action that would create any liability to the Company to any Financing Source Parties prior to the Effective Time or after the termination of this Agreement, and Parent shall be solely responsible (and will make clear in any presentations to Financing Source Parties that it is solely responsible) for the information provided to Financing Source Parties; provided that the foregoing shall not limit the Company’s liability to Parent and Merger Sub for any breach of any representations, warranties and covenants in this Agreement, subject to the terms and limitations set forth herein or limit the Company’s responsibility for the accuracy of the historical information of the Company. Subject to the preceding sentence, the Company will make its executive officers reasonably available to assist Parent in Parent’s preparation for and presentations to Financing Source Parties and to review any historical information of the Company; provided that in no event shall any information be furnished about the Company if the disclosure thereof would require the Company to make a filing or public disclosure as to material non-public information without the written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed, and provided, further, that none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The Company will provide Parent with (A) customary pay-off letters with respect to the current credit facilities of the Company and its Subsidiaries and (B) recordable form lien releases, canceled notes and other documents reasonably requested by Parent prior to the Closing indicating that all Liens resulting from such credit facilities shall be satisfied, terminated and discharged on or prior to the Closing Date. Notwithstanding anything to the contrary, the condition set forth in Section 6.3(b), as it applies to the Company’s obligations under this Agreement Section 5.9(g), shall be deemed satisfied unless there has occurred a Willful Breach of its obligations under this Section 5.9(g). (h) Parent shall use its reasonable best efforts, and shall cause its Affiliates to use their reasonable best efforts, to refrain from such actions and from entering into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that Buyer is taken with the knowledge that such action would reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Financing Commitments. (i) If Parent or any of its Affiliates obtain financing or perform, whether for its benefit or related to for the benefit of any Financing Source Party, a letter or other evaluation of the solvency or financial capacity of Parent or Merger Sub after giving effect to the Merger and the other transactions contemplated hereby. Buyer hashereby (including the Financing), Parent shall provide the Company with a copy of any such letter or evaluation. (j) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.9 shall require, and will have available at in no event shall the Closingreasonable best efforts of Parent be deemed or construed to require, the funds necessary either Parent or Merger Sub to (i) make the payments required hereunder; (ii) pay all fees and expenses to be paid by Buyer in connection with the transactions contemplated by this Agreement; and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. (b) Buyer is not entering into the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As bring any enforcement action against any source of the ClosingFinancing to enforce its respective rights under the Financing Commitments, after giving effect to all except that Parent shall seek enforcement of the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes Equity Commitment Letter solely if the Company seeks and is granted a decree of specific performance after all conditions to the granting therefor set forth in Section 8.5 of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtorsAgreement have been satisfied, (ii) seek payment from any source other than those counterparty to, or in any amount in excess of that contemplated by, the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, Equity Commitment Letter or (iii) such Person will have, as pay any fees in excess of such date, adequate capital with which those contemplated by the Financing Commitments (whether to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes secure waiver of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether any conditions contained therein or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredotherwise).

Financing; Solvency. (a) Buyer affirms Acquirer has delivered to the Company a true, accurate and complete copy of the executed debt commitment letter, dated the Agreement Date, by and among Acquirer and Lender, including all exhibits, schedules and annexes thereto (as it may be amended, amended and restated or modified from time to time pursuant to Section 6.16, the “Commitment Letter”), pursuant to which, and subject to the terms and conditions of which, the Lender has committed to lend the amounts set forth therein to Acquirer for the purpose of funding the Merger and the other Transactions (such committed debt financing, together with, unless the context otherwise requires, any debt securities issued in lieu thereof, the “Debt Financing”). Each of Acquirer and Merger Sub acknowledges that notwithstanding the Commitment Letter and Debt Financing, it is not a condition to the Closing or to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any of the transactions contemplated hereby. Buyer has, and will have available at the Closing, the funds necessary to (i) make the payments required hereunder; (ii) pay all fees and expenses to be paid by Buyer in connection with the transactions contemplated by this Agreement; and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. (b) Buyer As of the Agreement Date, the Commitment Letter is in full force and effect and has not entering into been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and (ii) the transactions contemplated hereby Commitment Letter constitutes a legal, valid and binding obligation of Acquirer and, to the Knowledge of Acquirer, the other parties thereto, enforceable against it or them, as the case may be, in accordance with actual its terms subject only to the effect, if any, of the Enforceability Exceptions. Except for fee letters with respect to fees and related arrangements with respect to the Debt Financing (the “Debt Fee Letter”) and the proposal letter dated October 24, 2016 between Acquirer and Lender (the “Engagement Letter”), which Acquirer has delivered true, accurate and complete copies of to the Company on the Agreement Date (with only fee amounts, pricing caps and economic terms (none of which would adversely affect the amount or availability or conditionality of the Debt Financing) redacted), the Commitment Letter is the only agreement relating to the Debt Financing as of the Agreement Date. Other than as expressly set forth in the Commitment Letter, the Engagement Letter and the Debt Fee Letter, there are no other agreements, side letters, or arrangements relating to the Commitment Letter that could affect the amount, availability or conditionality of the Debt Financing. (c) Assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.3, no event has occurred that is continuing which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquirer under any term of the Commitment Letter or, to the Knowledge of Acquirer, would (i) make any of the assumptions or any of the statements set forth in the Commitment Letter inaccurate in any material respect, (ii) result in any of the conditions in the Commitment Letter not being satisfied or (iii) otherwise result in the Financing not being available on the Closing Date. As of the Agreement Date, the Lender has not notified Acquirer of its intention to terminate any of the commitments under such Commitment Letter or not to provide the Financing. (d) Acquirer has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Engagement Letter, the Fee Letter and the Commitment Letter to be paid on or before the Agreement Date. The aggregate proceeds from the Financing constitute all of the financing required for the consummation of the Merger and the other Transactions, and are sufficient (together with Acquirer’s existing cash on hand as of the Closing Date) in amount for Acquirer to pay all of the amounts due from Acquirer pursuant to Section 2.4(a) and any other cash amounts required to be paid in connection with the consummation of the Transactions and all associated fees, costs and expenses required to be paid by Acquirer in connection with the Merger and the other Transactions, including the Financing, in each case, to the extent required to be paid on the Closing Date. (e) Immediately after giving effect to the consummation of the Transactions: (i) the fair saleable value (determined on a going concern basis) of the assets of the Surviving Corporation and the Subsidiaries shall be greater than the total amount of its Liabilities, (ii) Acquirer and the Surviving Corporation and the Subsidiaries shall be able to pay their debts as they become due and (iii) the Surviving Corporation and the Subsidiaries shall have adequate capital to carry on their business. No transfer of property is being made by Acquirer and no obligation is being incurred by Acquirer in connection with the Transactions with the intent to hinder, delay or defraud either present or future creditors. As creditors of Acquirer, the Closing, after giving effect to all of Surviving Corporation or the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredSubsidiaries.

Financing; Solvency. (a) Buyer affirms that it is not a condition The Purchasers have furnished to the Closing or to any Sellers a true and complete copy of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any of the transactions contemplated hereby. Buyer has, and will have available at the Closing, the funds necessary to (i) make a fully executed equity commitment letter, dated as of October 10, 2016, by and between the payments required hereunder; Purchasers and the Investors (together with all exhibits, schedules, annexes, supplements and amendments thereto, the “Equity Commitment Letter”) pursuant to which the Investors have committed to invest, directly or indirectly, in the Purchasers the cash amounts set forth therein (the “Equity Financing”), subject to the terms and conditions set forth in the Equity Commitment Letter, and (ii) pay a fully executed debt commitment letter, dated as of October 7, 2016, by Deutsche Bank AG, London Branch, in favor of I Squared Capital Advisors (US) LLC, as manager of ISQ Global Infrastructure Fund L.P. and its affiliated entities (together with all fees exhibits, schedules, annexes, supplements and expenses amendments thereto and including any fee letter, with only the fee amounts and market flex terms redacted from any such fee letter in a customary manner (so long as the redaction does not cover terms that would adversely affect the conditionality, availability or termination of the Debt Financing), the “Debt Commitment Letter,” and together with the Equity Commitment Letter, the “Commitment Letters”) pursuant to be paid by Buyer which such lending parties named therein have committed to provide the Purchasers with at least $450,000,000 in connection with debt financing (the “Loans”) for the purpose of funding the transactions contemplated by this Agreement; Agreement (the “Debt Financing” and, together with the Equity Financing, the “Financing”), subject to the terms and (iii) satisfy conditions set forth in the Debt Commitment Letter. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letters, together with all other payment obligations at funds of Purchasers, are sufficient to allow Purchasers to complete the Closing that may arise Transaction on the terms and subject to the conditions set forth in connection with, or may be required in order this Agreement and to consummate, the transactions contemplated by this Agreement. (b) Buyer is not entering into the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As of the Closing, after giving effect to all of consummate the transactions contemplated by this Agreement, Buyer will including for Purchasers to pay the aggregate amounts payable pursuant to Article I at the Closing and for the payment of all fees, costs and expenses to be Solventpaid by Purchasers related to the transactions contemplated by this Agreement, including such fees, costs and expenses relating to the Financing. For purposes Each Commitment Letter is valid, binding and in full force and effect as to Purchasers and, to the Knowledge of Purchasers, each of the other parties to the Commitment Letters. As of the date of this Section 4.6Agreement, “Solvent” shall mean neither Purchasers nor any of their Affiliates are in breach of any of their covenants or other obligations set forth in, or are in default under, any of 24 the Commitment Letters, nor do Purchasers or any of their Affiliates have knowledge of any breach of the Commitment Letters by any of the other parties thereto, and to the Knowledge of Purchasers no event has occurred or circumstance exists that, with respect or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute or result in a breach or default on the part of any Person under any of the Commitment Letters, (ii) constitute or result in a failure to satisfy any of the terms or conditions set forth in any of the Commitment Letters, (iii) make any of the assumptions or any of the statements set forth in the Commitment Letters inaccurate in any respect or (iv) otherwise result in any portion of the Financing not being available. The Commitment Letters have not been amended or modified in any respect prior to the date of this Agreement and as of any the date of determinationthis Agreement and the commitments contained in the Commitment Letters have not been withdrawn, rescinded, terminated, amended, supplemented or modified, in any respect, and no such withdrawal, repudiation, rescission, termination, amendment, supplement or modification is contemplated by Purchasers. There are no conditions precedent or other contingencies relating to the funding of the full amount of the Equity Financing or the Debt Financing by the financing sources, or any contracts, agreements, arrangements or understandings related to the Financing, other than as specifically set forth in the respective Commitment Letters. Assuming the accuracy of the representations and warranties for the Companies set forth in Article III, as of the date of this Agreement, Purchasers have no reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) that they will be unable to satisfy, on a timely basis, any term or condition to be satisfied by them contained in the Commitment Letters or that the full amounts committed pursuant to the Commitment Letters will not be available as of the Closing if the terms or conditions to be satisfied by them contained in the Commitment Letters are satisfied. As of the date of this Agreement, Purchasers have fully paid any and all commitment fees or other fees or deposits required by the Commitment Letters to be paid on or before the date of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, Purchasers expressly acknowledge that their obligations hereunder are not conditioned in any manner upon Purchasers or any of their Affiliates obtaining any financing. (b) Assuming that the representations and warranties of the Sellers contained in Article II and Article III of this Agreement are true and correct in all material respects, immediately after giving effect to the Transaction and the consummation of the other transactions contemplated by this Agreement (including the Financing being entered into in connection therewith): (i) the amount of the “present fair saleable value” value (determined on a going concern basis) of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of Purchasers and the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, Acquired Companies shall be greater than the total amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, their liabilities (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to paymentincluding all liabilities, whether or not such reflected in a right is reduced to judgmentbalance sheet prepared in accordance with GAAP, liquidatedand whether direct or indirect, unliquidated, fixed, fixed or contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, disputed or undisputed); (Bii) right Purchasers and the Acquired Companies shall be able to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.pay their debts and obligations as they become due; and

Financing; Solvency. (a) Buyer SEMG affirms that it is not a condition to the Closing or to any of its or any Buyer’s other obligations under this Agreement that it or any Buyer obtain financing for, or related to, any of the Transactions. SEMG has furnished Sellers with an accurate and complete copy of the executed debt commitment letter, dated as of the date hereof, by and among Credit Suisse Securities (USA) LLC, Credit Suisse AG, Cayman Islands Branch and SEMG, and any fee letter associated with any of the foregoing (which fee letter may be redacted solely with respect to the fees and economic terms therein so long as no redaction covers terms that would adversely affect the amount, availability or termination of, or impose any conditions on the availability of, the HFOTCO Backstop Financing (as defined below) to be funded at the Closing) (such commitment letter and related term sheets, including all exhibits, schedules and annexes thereto and such fee letter, collectively, the “HFOTCO Debt Commitment Letter” and the financing thereunder, the “HFOTCO Backstop Financing”). The HFOTCO Debt Commitment Letter provides, subject to the terms and conditions therein, debt financing in the aggregate amount set forth therein for the purpose of funding the Transactions. The HFOTCO Debt Commitment Letter has not been amended or modified prior to the date hereof and, except as contemplated by Section 6.12, no such amendment or modification is contemplated or pending to the Knowledge of SEMG. As of the date hereof, the respective commitments contained in the HFOTCO Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect, and to the Knowledge of SEMG, except as contemplated by Section 6.12, no such withdrawal, termination or rescission is contemplated. There are no side letters or other Contracts relating to the funding or investing, as applicable, of the full amount of the HFOTCO Backstop Financing other than as expressly set forth in the HFOTCO Debt Commitment Letter furnished to the Company pursuant to this Section 5.5. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part SEMG or any of its Affiliates obtain financing for or related or, to the Knowledge of SEMG, any other Person, in each case under the HFOTCO Debt Commitment Letter. Assuming the conditions set forth in Section 8.1 and Section 8.2 are satisfied at Closing and after giving effect to any of the transactions contemplated hereby. Buyer has, and will Refinancing Consents that have available at the Closingpreviously been obtained, the funds necessary aggregate amount of cash on hand of SEMG and its Subsidiaries and undrawn revolving commitments available to SEMG and its Subsidiaries under the SEMG Credit Facility, will be sufficient, once involved in, or contributed to, Buyers, for Buyers to pay and satisfy in full (iw) make the payments required hereunder; obligations pursuant to this Agreement to pay the Closing Cash Consideration, (iix) pay all other amounts payable at Closing pursuant to Article II, (y) all fees and expenses to be paid by Buyer of SEMG and its Affiliates in connection with the transactions contemplated by this Agreement; Transactions and (iiiz) satisfy all other payment obligations under this Agreement which are due and payable at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. (b) Buyer Closing. The HFOTCO Debt Commitment Letter is not entering into subject to any conditions precedent related to the transactions contemplated hereby with actual intent funding of the full amount of the HFOTCO Backstop Financing (including pursuant to hinderany flex provisions in the related fee letter or otherwise) other than as set forth expressly therein and are in full force and effect and are the legal, delay or defraud either present or future creditorsvalid, binding and enforceable obligations of SEMG and Buyers and, to the Knowledge of SEMG, each of the other parties thereto, as the case may be, subject to Creditors’ Rights. All commitments and other fees required to be paid under the HFOTCO Debt Commitment Letter prior to the date hereof have been paid in full. As of the Closingdate hereof, after giving effect SEMG has no Knowledge of any reason to all believe that any of the transactions contemplated by this Agreement, Buyer conditions to the HFOTCO Backstop Financing will not be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) satisfied or that the full amount of the “present fair saleable value” HFOTCO Backstop Financing will not be available in full to HFOTCO on the Closing Date, and SEMG is not aware of the assets existence of such Person, will, any fact or event as of the date hereof that would be expected to cause such date, exceed conditions to the HFOTCO Backstop Financing not to be satisfied or the full amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined the HFOTCO Backstop Financing not be available in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredfull.

Financing; Solvency. (a) Buyer affirms that it has delivered to Seller true and complete copies of (i) the executed commitment letter, dated as of the date hereof (the “Equity Commitment Letter”), between Buyer and the Guarantors (the “Equity Financing Sources”), pursuant to which the Equity Financing Sources have committed, subject only to the terms thereof, to invest the amounts set forth therein on the date on which the Closing should occur pursuant to Section 3.01 and to which Seller is not a condition an express third party beneficiary (the “Equity Financing”), and (ii) the executed debt commitment letters (together with the term sheet and any other annexes, exhibits, schedules and other attachments thereto), dated as of the date hereof (the “Debt Commitment Letters” and, together with the Equity Commitment Letter, the “Financing Commitments”) from the Debt Financing Sources party thereto (together with the Equity Financing Source, the “Financing Sources”) pursuant to which such Debt Financing Sources have committed, subject only to the terms thereof, to lend or invest the amounts set forth therein for purposes of funding the transactions contemplated by this Agreement on the date on which the Closing should occur pursuant to Section 3.01 (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Buyer has also delivered to Seller true and complete copies of the fee letter (with only the fee amounts, economic terms and “market flex” provisions contained therein (none of which individually or in the aggregate would reduce the amount of the Debt Financing or adversely affect the availability of the Debt Financing or delay or prevent the Closing or make the funding of the Debt Financing less likely to any occur) redacted) relating to the Debt Commitment Letters (such fee letter, the “Fee Letter”). (b) Assuming (i) the Financing is funded in accordance with the Financing Commitments, (ii) the accuracy of the representations and warranties of Seller contained in this Agreement, (iii) the performance by Seller, its Subsidiaries and their respective Affiliates of its other and their respective obligations under this Agreement that Buyer or any Agreement, including, but not limited to, the obligations set forth in Section 8.09, and (iv) the satisfaction of its Affiliates obtain financing for or related to any all of the transactions contemplated hereby. conditions to the obligations of Buyer has, and will have available at the Closing, the funds necessary to (i) make the payments required hereunder; (ii) pay all fees and expenses to be paid by Buyer in connection with consummate the transactions contemplated by this Agreement; and (iii) satisfy , the aggregate net proceeds from the Financing when funded in accordance with the Financing Commitments are sufficient to fund all other payment obligations at of the amounts required to be provided by Buyer on the Closing that may arise Date for the consummation of the transactions contemplated hereby and are sufficient for the satisfaction when due of all of the obligations of Buyer under this Agreement on such date, including the payment of all costs and expenses of the transactions contemplated hereby (including any obligations of the Business) which become due or payable by the any Acquired Company in connection with, or may be as a result of, the Closing and any repayment or refinancing of Indebtedness required in order to consummateconnection therewith or contemplated by any of the Financing Commitments (collectively, the transactions contemplated by this Agreement“Financing Uses”). (bc) As of the date hereof, all of the Financing Commitments are in full force and effect and have not been withdrawn, terminated or rescinded or otherwise amended, supplemented or modified (or contemplated to be amended, supplemented or modified) in any respect. Each of the Financing Commitments, in the form delivered to Seller, is as of the date hereof (i) a legal, valid and binding obligation of Buyer is not entering into (or, if applicable, its Affiliate party thereto) and, to the transactions contemplated hereby Knowledge of Buyer, the other parties thereto, and (ii) enforceable against Buyer (or, if applicable, its Affiliate party thereto) and, to the Knowledge of Buyer, such other parties thereto in accordance with actual intent its terms (in each case, subject to hinderapplicable bankruptcy, delay or defraud either present or future insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). As of the Closingdate hereof, there are no side letters or other Contracts or arrangements (except for the Fee Letter with respect to the Debt Financing and any other agreements, each of which has been delivered to Seller in accordance with the provisions of Section 6.06(a)) relating to the Financing Commitments. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer (or, if applicable, its Affiliate party thereto) under any term, or a failure of any condition required to be satisfied on or prior to the date hereof, of the Financing Commitments or that would be reasonably likely to result in any portion of the Financing necessary to consummate the Closing contemplated thereby being unavailable on the date on which the Closing should occur pursuant to Section 3.01. Assuming the satisfaction of the conditions in Section 11.02, as of the date hereof, Buyer has no reason to believe that it, any Equity Financing Source or any Debt Financing Source would be unable to satisfy on a timely basis any term or condition of the Financing Commitments required to be satisfied by it. Buyer (or its applicable Affiliate) has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing, other than as expressly set forth in the Financing Commitments. (d) Concurrently with the execution of this Agreement, Buyer has caused the Guarantors to deliver the Guaranty, dated as of the date hereof, to Seller. The Guaranty is in full force and effect and has not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect. The Guaranty is a legal and valid and binding obligation of the Guarantors, enforceable against the Guarantors in accordance with its terms. No event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the part of the Guarantors under such Guaranty. (e) Assuming the accuracy of the representations and warranties of Seller in this Agreement, the Transaction Agreements and any certificate delivered hereunder and thereunder, the satisfaction of the Buyer’s conditions precedent to Closing under this Agreement, the fulfillment of Seller and their respective Affiliates of their respective obligations under the Agreement, that the most recent financial forecasts for the Business made available to Buyer by Seller prior to the date hereof have been prepared in good faith upon assumptions that were and continue to be reasonable and that immediately prior to Closing (without giving effect to the Financing but after giving effect to the Reorganization) the Business and the Acquired Companies are Solvent, then, at and immediately following the Closing and after giving effect to all of the transactions contemplated by this Agreement, including the funding of the Financing and the Financing Uses, Buyer and its Subsidiaries (including each Acquired Company), taken as a whole on a consolidated basis, will be Solvent. For purposes Buyer is not entering into the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of this Section 4.6Buyer, “Solvent” shall mean thatthe Business, with respect to any Person and as of Acquired Company or any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredAffiliates thereof.

Financing; Solvency. (a) Buyer affirms that it is not a condition has delivered to the Closing or Seller true, correct and complete fully executed copies of: (i) the debt commitment letter, dated as of September 9, 2020, among Buyer and the financing sources party thereto, including all exhibits, schedules, annexes and amendments to any such letter in effect as of its other obligations under the date of this Agreement (in each case, as amended, modified, supplemented, replaced or extended from time to time after the date hereof in compliance of Section 5.20, (the “Debt Commitment Letter”) and the related fee letter (the “Debt Fee Letter”), it being understood that Buyer fee amounts and other customarily redacted items may be redacted, provided that such redacted information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of its Affiliates obtain the Debt Financing), pursuant to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally committed to lend the amounts set forth therein (the provision of such funds as set forth therein, subject to the provisions of Section 5.20, the “Debt Financing”) for the purposes of financing for or related to any of the transactions contemplated hereby. Buyer has, hereby and will have available at related expenses and for the Closing, the funds necessary to (i) make the payments required hereunderother purposes set forth in such Debt Commitment Letter; and (ii) pay the equity commitment letter, dated as of September 9, 2020, between Radiology Partners Holdings, LLC and SIH RP Holdco, L.P. (“Sponsor”), including all fees exhibits, schedules, annexes and expenses amendments to such letter in effect as of the date of this Agreement (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”), pursuant to which Sponsor has committed to indirectly invest in Buyer the cash amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Financing Commitments have not been amended, restated or otherwise modified or waived as of the date of this Agreement, and the commitments contained in the Financing Commitments have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect as of the date hereof; provided that the existence or exercise of any “market flex” provisions contained in the Debt Fee Letter, as in effect on the date hereof, shall not be deemed to constitute a modification or amendment of the Debt Commitment Letter. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of each of Buyer, Sponsor (solely in the case of the Equity Commitment Letter), and, to Buyer’s Knowledge, the other parties thereto, enforceable against such party in accordance with its terms subject to the effects of applicable bankruptcy, clarification, insolvency, fraudulent conveyance, moratorium, sponsorship or other Laws relating to or affecting creditors’ rights generally and to general principles of equity, whether considered at law or in equity. There are no conditions precedent or contingencies (including pursuant to any “market flex” provisions) related to the funding of the full amount of the Financing pursuant to the Financing Commitments, other than as set forth in the Debt Commitment Letter and the Equity Commitment Letter, respectively. Assuming the Financing is funded in accordance with the Financing Commitments on the Closing Date, the net cash proceeds contemplated from the Financing, together with other cash amounts available to Buyer, will, in the aggregate, be sufficient to fund all of the amounts required to be paid provided by Buyer in connection with to consummate the transactions contemplated by this Agreement; , including (x) the payment of any amounts required to be paid pursuant to Article 2, (y) the repayment of all outstanding debt (and (iiiall premiums and fees payable in connection therewith) satisfy all other payment obligations required by this Agreement to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged at the Closing that may arise and (z) the payment of all other amounts to be paid by Buyer or its Subsidiaries pursuant to or in connection withwith this Agreement and the transactions contemplated hereunder, and associated costs and expenses of the transactions contemplated hereunder required to be paid by Buyer or may their Subsidiaries pursuant to this Agreement or the Financing Commitments (such amounts, collectively, the “Required Amounts”). As of the date hereof, no event has occurred which would or would reasonably be expected to constitute a breach or default (or an event which with notice or lapse of time or both would or would reasonably be expected to constitute a default) on the part of Buyer or its Affiliates under the Financing Commitments or, to Buyer’s Knowledge, in the case of the Debt Commitment Letter, any other party to the Financing Commitments. Subject to the satisfaction of the conditions contained in Section 7.2(a) and Section 7.2(b), Buyer does not have any reason to believe that it will be unable to satisfy on a timely basis any term or condition of the Financing required to be satisfied by it on or prior to the Closing Date. There are no side letters or other agreements, Contracts or arrangements (other than customary engagement letters with respect to the offering of debt securities referenced in order the Debt Commitment Letter) related to consummatethe funding of all or any portion of the Financing necessary to fund the Required Amounts other than as expressly set forth in the Debt Commitment Letter and delivered to the Seller prior to the execution and delivery of this Agreement. The Financing Commitments and the availability of the Financing on the Closing Date are not subject to any conditions precedent or other conditions other than as expressly set forth in the Debt Commitment Letter and the Equity Commitment Letter, respectively. The Buyer has fully paid or caused to be paid all commitment fees or other fees required to be paid by it on or prior to the date hereof in connection with the Financing. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Buyer acknowledges and agrees that neither the obtaining of the Financing nor the obtaining of the Alternative Debt Financing, is a condition to the Closing. (b) Immediately after giving effect to the transactions contemplated by this Agreement. , Buyer shall be solvent and shall (bi) be able to pay its debts as they become due, (ii) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities) and (iii) have adequate capital to carry on its businesses. Buyer acknowledges that, in connection with the transaction contemplated by this Agreement, no transfer of property is not entering into being made and no obligation is being incurred with the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As creditors of Buyer, Seller of any of the Closing, after giving effect to all of the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredAcquired Companies.

Financing; Solvency. (a) Buyer affirms has delivered to Seller a true, correct and complete, fully executed copy of the Equity Commitment Letter, pursuant to which Sponsor has committed to provide the Equity Financing and Seller is named an express third party beneficiary in, and is entitled to require Buyer to specifically enforce the performance of Sponsor’s obligation to fund the Equity Financing, in each case, in accordance with, and subject to the terms of, this Agreement and the Equity Commitment Letter. The Equity Commitment Letter, has not been amended, restated or otherwise modified or waived as of the date of this Agreement, no such amendment or modification is contemplated and the respective commitments contained in the Equity Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect as of the date hereof. The Equity Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Buyer and Sponsor, subject to the Enforceability Limitations. Assuming the satisfaction of the conditions contained Section 7.2(a) and Section 7.2(b), the net cash proceeds contemplated from the Equity Financing will be sufficient to consummate the transactions contemplated by this Agreement, including (x) the payment of any amounts required to be paid pursuant to Article 2, and (y) the payment of all other amounts to be paid by Buyer pursuant to or in connection with this Agreement and the transactions contemplated hereunder, and associated costs and expenses of the transactions contemplated hereunder required to be paid by Buyer pursuant to this Agreement or the Equity Commitment Letter (such amounts, collectively, the “Required Amounts”). No event has occurred which would or would reasonably be expected to constitute a breach or default (or an event which with notice or lapse of time or both would or would reasonably be expected to constitute a default) on the part of Buyer or Sponsor under the Equity Commitment Letter or would reasonably be expected to constitute a failure to satisfy a condition precedent to the Equity Financing under the Equity Commitment Letter by Buyer or Sponsor. Subject to the satisfaction of the conditions contained in Section 2 of the Equity Commitment Letter (including Section 7.2(a) and Section 7.2(b) hereof), no event has occurred which would or would reasonably be expected to cause any of the conditions to the Equity Financing not to be satisfied or the full amount of the Equity Financing not to be available to Buyer on the Closing Date. There are no side letters or other agreements, Contracts or arrangements related to the funding of the full amount (or any portion) of the Equity Financing other than as expressly set forth in the Equity Commitment Letter and delivered to the Seller prior to the execution and delivery of this Agreement. The Equity Commitment Letter and the availability of the Equity Financing on the Closing Date are not subject to any conditions precedent or other conditions other than as expressly set forth in the Equity Commitment Letter. No Person has any right to impose, and neither the Buyer nor any party to the Equity Commitment Letter has an obligation to accept, (i) any condition precedent to the funding of the full amount of the Equity Financing other than as expressly set forth in the Equity Commitment Letter nor (ii) any reduction to the aggregate amount available under the Equity Commitment Letter contemplated to be funded at Closing (nor any term or condition which would have the effect of reducing the aggregate amount available under the Equity Financing at Closing). Buyer has fully paid or caused to be paid all commitment fees or other fees required to be paid on or prior to the date hereof in connection with the Equity Financing. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Buyer acknowledges and agrees that it the obtaining of any Financing is not a condition to the Closing or Closing. (b) Immediately after giving effect to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any of the transactions contemplated hereby. by this Agreement and assuming the accuracy of the representations and warranties set forth in Article 3, Buyer has, shall be solvent and will have available at the Closing, the funds necessary to shall (i) make the payments required hereunder; be able to pay its debts as they become due, (ii) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all fees contingent liabilities) and expenses (iii) have adequate capital or access to be paid by Buyer in such capital to carry on its businesses. In connection with the transactions contemplated by this Agreement; Agreement and assuming the accuracy of the representations and warranties set forth in Article 3, (iiiA) satisfy all other payment obligations at no transfer of property is being made by Buyer and no obligation is being incurred by Buyer with the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. (b) Buyer is not entering into the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As creditors of Buyer, Seller or the ClosingCompany and (B) Buyer has not incurred, after giving effect and does not plan to all of the transactions contemplated by this Agreementincur, Buyer will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required debts beyond its ability to pay the liability of such Person on its indebtedness as its indebtedness becomes they become absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financing; Solvency. (a) Buyer affirms that it is not has delivered to Seller a condition true and complete copy of the executed equity commitment letter, dated as of the date hereof, between Buyer and certain affiliates of Buyer (the “Sponsor”) (as may be amended, restated, amended and restated, supplemented or otherwise modified in accordance with the terms hereof, the “Equity Commitment Letter”), pursuant to which Sponsor has committed, subject to the Closing terms and conditions thereof, to invest in Buyer, directly or indirectly, cash amounts (the “Financing”) to any fund all of its other obligations under this Agreement that the amounts required to be provided by Buyer or any of its Affiliates obtain financing for or related to any the consummation of the transactions contemplated hereby. Buyer has, and will have available at the Closing, the funds necessary to including (i) make the payments required hereunder; Closing Payment pursuant to Section 2.05 of the Purchase Agreement and (ii) to pay all the fees and expenses to be paid by Buyer in connection with the transactions contemplated by this the Purchase Agreement; and (iii) satisfy all other payment obligations , in each case, less any Cash at the Closing that may arise in connection with, or may be required in order to consummateAcquired Companies (collectively, the transactions contemplated by this Agreement“Required Funds”). (b) Buyer Assuming the Financing is not entering into funded in accordance with the transactions contemplated hereby with actual intent Equity Commitment Letter, the Financing is sufficient to hinder, delay or defraud either present or future creditors. pay the Required Funds. (c) As of the Closingdate hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, terminated or rescinded or otherwise amended, supplemented or modified (or contemplated to be amended, supplemented or modified) in any respect. The Equity Commitment Letter is a legal, valid and binding obligation of Buyer and the Sponsor, enforceable against such parties in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Financing, other than as expressly set forth in the Equity Commitment Letter. (d) Immediately after giving effect to all of the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes of this Section 4.6, “Solvent” and each Acquired Company shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness their respective debts as its indebtedness maturesthey become due and shall own property which has a fair saleable value greater than the amounts required to pay their respective debts as they come due. For purposes Buyer is not entering into the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Buyer, the foregoing definition onlyBusiness, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether any Acquired Company or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredAffiliates thereof.

Financing; Solvency. (a) Buyer affirms Parent has delivered to the Company a true, complete and correct copy of the fully executed debt commitment letter, together with any related fee letters (in the case of the fee letters, redacted only for fee and other economic provisions that it are customarily redacted in connection with transactions of this type, none of which would be reasonably likely to adversely affect the conditionality, enforceability, availability, termination or amount of the Debt Financing contemplated thereby in any respect), dated as of the date of this Agreement, by and among Parent and the lenders party thereto (collectively, the “Lenders”), providing for debt financing as described therein (together, including all exhibits, schedules and annexes, the “Debt Commitment Letter”). The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing.” (b) Parent has delivered to the Company a true, complete and correct copy of the fully executed equity commitment letter, dated as of the date of this Agreement, by and among each of the parties thereto (each, an “Equity Investor”) and Parent (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”) pursuant to which, upon the terms and subject to the conditions set forth therein, each Equity Investor has agreed to invest in Parent the amount set forth therein (the “Equity Financing”). The Equity Financing and the Debt Financing are collectively referred to as the “Financing.” (c) As of the date of this Agreement, the Commitment Letters are in full force and effect and constitute the legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, of all the parties thereto, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Except as expressly set forth in the Commitment Letters, there are no conditions precedent to the obligations of the Lenders and the Equity Investors to provide the Financing or any contingencies that would permit the Lenders or the Equity Investors to reduce the total amount of the Financing, including any condition or other contingency relating to the amount or availability of the Debt Financing pursuant to any “flex” provision. (d) None of the Commitment Letters have been amended, modified or altered in any manner at any time through the Closing, except as permitted by Section 5.11(b), and none of the respective commitments contained therein have been terminated, reduced, withdrawn or rescinded in any respect, and no such termination, reduction, withdrawal or rescission is contemplated by Parent or, to the knowledge of Parent, any other party thereto. (e) As of the date of this Agreement and assuming satisfaction or waiver (to the extent permitted by applicable Law) of the conditions to Parent’s or Merger Sub’s obligations to consummate the Mergers, (i) Parent has no reason to believe that any conditions to the Financing will not be satisfied by Parent on a condition timely basis on or prior to the Closing Date or (ii) any knowledge that any Lenders or Equity Investors will not, or is expected not to, perform its obligations under the Commitment Letters. (f) As of the date of this Agreement, Parent is not in default or breach under the terms and conditions of the Commitment Letters and, to the knowledge of Parent, no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach or a failure to satisfy a condition under the terms and conditions of the Commitment Letters. (g) As of the date of this Agreement, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Letters or the Financing that could affect the availability, enforceability, conditionality or amount of the Financing contemplated by the Commitment Letters. (h) Parent or an Affiliate thereof on its behalf has fully paid any and all commitment fees or other fees and amounts required to be paid pursuant to the terms of the Commitment Letters on or prior to the date of this Agreement, and will pay in full any such amounts due on or before the Closing Date. (i) The Financing, when funded in accordance with the Commitment Letters, will, together with the proceeds from the JV Sale Transaction and available cash on the Closing Date of the Company and its Subsidiaries, in the aggregate provide Parent and Merger Sub with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s and Merger Sub’s payment obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any and under the Commitment Letters, including the payment of the transactions contemplated hereby. Buyer hasMerger Consideration, Company OP Common Unit Payment Amount and will have available at the ClosingCompany OP Series A Preferred Unit Payment Amount, the funds necessary to (i) make the any payments required hereunder; (ii) pay all fees and expenses made in respect of equity or other incentive compensation obligations to be paid by Buyer in connection with the transactions contemplated hereby, the payment of any debt required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Mergers (including all Indebtedness of the Company and its Subsidiaries contemplated or required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Mergers and the other transactions contemplated hereby) and all premiums and fees required to be paid in connection therewith and all other amounts required to be paid by Parent and Merger Sub pursuant to this Agreement and related costs and expenses of the Mergers (such amounts, collectively, the “Merger Amounts”). As of the date of this Agreement; , Parent has no reason to believe that the representations contained in the immediately preceding sentence will not be true at and as of the Closing Date. Notwithstanding anything in this Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the Financing contemplated by the Commitment Letters) by or to Parent, Merger Sub or any of their respective Affiliates or any other financing or other transactions be a condition to any of the obligations of Parent or Merger Sub hereunder. (j) Assuming that (a) the conditions to the obligation of Parent and Merger Sub to consummate the Mergers have been satisfied or waived, (b) the representations and warranties set forth in Article III are true and correct in all material respects, and (iiic) satisfy all the financial projections or forecasts provided by the Company to Parent prior to the date hereof have been prepared in good faith on assumptions that were and continue to be reasonable, then at and immediately following the Effective Time and after giving effect to the Mergers and the other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. (b) Buyer is , including the funding of the Financing, the Surviving Company and Surviving Company OP will be Solvent. Parent and Merger Sub are not entering into the transactions contemplated hereby by this Agreement with actual the intent to hinder, delay or defraud either present or future creditors. As . (k) Notwithstanding anything to the contrary contained herein, each of the Closing, after giving effect to all parties hereto agrees that a breach of the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes of representation and warranty set forth in this Section 4.6, “Solvent” other than Section 4.6(j), on the Closing Date shall mean thatnot result in the failure of a condition precedent to the Company’s obligations under this Agreement, with respect to any Person if (notwithstanding such breach) Parent is willing and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of consummate the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s Mergers (Aincluding paying all Merger Amounts) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredon the Closing Date.

Financing; Solvency. (a) Buyer affirms that it is not a condition As of the Closing Date, the Purchaser will have sufficient funds available to deliver the Purchase Price to the Closing or to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any of Sellers and consummate the transactions contemplated herebyby this Agreement, including the timely satisfaction of the Assumed Liabilities. (b) The Purchaser has delivered to the Sellers a complete and correct copy of the fully executed commitment letter (the “Commitment Letter”) attached hereto as Exhibit D from GTCR Fund X/B LP, GTCR Fund X/C LP and GTCR Co-Invest X LP (the “Sponsors”) delivered to the Purchaser in connection with the transactions contemplated by this Agreement (the “Financing”). Buyer hasThe Commitment Letter is in full force and effect and is a legal, valid and binding obligation of the Purchaser and, to the knowledge of the Purchaser, the Sponsors, subject to the Bankruptcy and Equity Exceptions. All commitment fees required to be paid thereunder have been paid in full or, if not yet due, will be duly paid in full when due, and no event has occurred which, with or without notice or lapse of time or both, would result in any breach or violation of or constitute a default or give rise to any right of termination thereunder. The aggregate proceeds of the Financing will have available at be sufficient to enable the Closing, the funds necessary Purchaser to (i) make the payments pay in cash all amounts required hereunder; (ii) pay all fees and expenses to be paid by Buyer it at the Closing in connection with the transactions contemplated by this Agreement; , including the Purchase Price and (iii) satisfy all other payment obligations at payments, fees and expenses of the Closing that may arise in connection with, Purchaser related to or may be required in order to consummate, arising out of the transactions contemplated by this Agreement. Assuming the accuracy of the Sellers’ representations and warranties contained in this Agreement, compliance by the Sellers with their covenants and agreements hereunder, the satisfaction of any conditions to the Closing for the benefit of the Purchaser set forth in Sections 6.1, 6.2 and 6.3 and the satisfaction of the conditions set forth in the Commitment Letter related to any of the foregoing, the Purchaser is not aware of any fact, occurrence or condition that makes any of the assumptions or statements set forth in the Commitment Letter inaccurate or that would reasonably be expected to cause the Financing to be terminated or rendered ineffective or any of the conditions contained therein not to be met. (bc) Buyer is not entering into Immediately after giving effect to the transactions contemplated hereby by this Agreement and the Ancillary Documents (including the payment of the Purchase Price, and the payment of all related fees and expenses), (i) the Purchaser will not have incurred debts beyond its ability to pay such debts as they mature or become due, (ii) the then present fair saleable value of the assets of the Purchaser will exceed the amount that will be required to pay its existing debts (including the probable amount of all contingent liabilities) as such debts become absolute and matured, (iii) the assets of the Purchaser at a fair valuation will exceed its debts (including the probable amount of all contingent liabilities) and (iv) the Purchaser will not have unreasonably small capital to carry on its business as proposed to be conducted following the Closing Date. No transfer of property is being made and no obligation is being incurred in connection with actual the transactions contemplated hereby, in either case, with the intent to hinder, delay or defraud either present or future creditors. As creditors of the Closing, after giving effect to all of the transactions contemplated by this Agreement, Buyer will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredPurchaser.

Financing; Solvency. (a) Buyer affirms Parent is a party to and has accepted a fully executed commitment letter dated as of the date of this Agreement (together with all exhibits, schedules and annexes thereto and any associated fee letter, the “Debt Commitment Letter”) from the Debt Financing Entities pursuant to which the Debt Financing Entities have committed, subject to the terms and conditions thereof, to provide Parent and Merger Sub debt financing in the amounts set forth therein. The debt financing contemplated by the Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing.” (b) Parent is a party to and has accepted a fully executed equity commitment letter, dated as of the date of this Agreement, by and between each of Apollo Investment Fund X, L.P., Apollo Overseas Partners (Delaware 892) X, L.P., Apollo Overseas Partners (Delaware) X, L.P., Apollo Overseas Partners X, L.P. and Apollo Overseas Partners (Lux) X, SCSP (the “Equity Investors”) and Parent (collectively, the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”), pursuant to which, on the terms and subject to the conditions set forth therein, the Equity Investors have agreed to invest in Parent the amount set forth therein. The equity financing committed pursuant to the Equity Commitment Letter is referred to in this Agreement as the “Equity Financing.” The Equity Financing and the Debt Financing are collectively referred to as the “Financing.” The Equity Commitment Letter provides that the Company is an express third-party beneficiary of, and entitled to enforce, the Equity Commitment Letter. (c) Parent has delivered to the Company a true, complete and correct copy of the executed Commitment Letters and any executed fee letters related thereto, subject, in the case of such fee letters, to redaction solely of fee amounts, “market flex” provisions (other than “structural” flex provisions), pricing terms and pricing caps and other terms that are customarily 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 Amounts (after taking into account any available Equity Financing)). (d) Except as expressly set forth in the Commitment Letters, there are no conditions precedent to the obligations of the Debt Financing Entities or the Equity Investors to provide the Financing or any contingencies that would permit the Debt Financing Entities or the Equity Investors to reduce the aggregate principal amount of the Financing below the amount required to pay the Financing Amounts, including any condition or other contingency relating to the amount or availability of the Financing pursuant to any “flex” provision. As of the date of this Agreement and assuming the satisfaction or waiver of the conditions contained in Section 6.1 and Section 6.3 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), Parent does not have any reason to believe that either Parent or Merger Sub will be unable to satisfy on a timely basis all terms and conditions required to be satisfied by it is not a condition in any of the Commitment Letters, as applicable, on or prior to the Closing Date, nor does Parent or Merger Sub have knowledge that any Debt Financing Entity or any Equity Investor will not perform its obligations thereunder. As of the date of this Agreement, there are no side letters, agreements, or other Contracts of any kind to which Parent or Merger Sub is a party relating to the Commitment Letters or the Financing that could reasonably be expected to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Financing or (ii) reduce the aggregate amount of the Financing below the amount required to pay the Financing Amounts, other than as expressly contained in the Commitment Letters and delivered to the Company prior to the execution and delivery of this Agreement. (e) Assuming that the conditions set forth in Section 6.1 and Section 6.3 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) have been satisfied or waived, the aggregate proceeds contemplated by the Commitment Letters (including after giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and original issue discount)), shall provide Parent and Merger Sub with cash proceeds at Closing sufficient for the satisfaction of its other all of their obligations under this Agreement that Buyer and under the Commitment Letters, including the payment of the Merger Consideration, and any fees, costs and expenses of or payable by Parent or Merger Sub or Parent’s other Affiliates, and for any repayment or refinancing of any outstanding indebtedness of the Company and/or its Subsidiaries required in connection with the transactions described in this Agreement or the Commitment Letters at the Closing (such amounts, collectively, the “Financing Amounts”). (f) As of the date of this Agreement, the Commitment Letters constitute the legal, valid, binding and enforceable obligations of Parent and, to the knowledge of Parent, all the other parties thereto and are in full force and effect. As of the date hereof, to the knowledge of Parent, no event has occurred which (with or without notice, lapse of time or both) constitutes, or could constitute, a default, breach or failure to satisfy a condition by Parent or Merger Sub under the terms and conditions of the Commitment Letters. Parent and Merger Sub have paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters on or before the date of this Agreement, and will pay in full any such amounts due on or before the Closing Date as and when due. The Commitment Letters have not been modified, amended or altered on or prior to the date hereof, none of the Commitment Letters will be amended, modified or altered at any time through the Closing, except as permitted by Section 5.11(a) (with any such modification, amendment or alteration promptly notified in writing to the Company) and, as of the date of this Agreement, none of the respective commitments under any of the Commitment Letters have been terminated, reduced, withdrawn or rescinded in any respect, and, to the knowledge of Parent and Merger Sub, no termination, reduction, withdrawal, modification, amendment, alteration or rescission thereof is contemplated. (g) Subject to Section 8.5(b), in no event shall the receipt or availability of any funds or financing (including the Financing) by Parent, Merger Sub or any of its their Affiliates obtain or any other financing for or related be a condition to any of the transactions contemplated hereby. Buyer hasParent’s or Merger Sub’s obligations under this Agreement. (h) No transfer of property is being made by Parent or Merger Sub, and will have available at the Closing, the funds necessary to (i) make the payments required hereunder; (ii) pay all fees and expenses to be paid no obligation is being incurred by Buyer Parent or Merger Sub in connection with the transactions contemplated by this Agreement; and (iii) satisfy all Agreement or the other payment obligations at Transaction Documents, with the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement. (b) Buyer is not entering into the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditorscreditors of Parent or Merger Sub or any of their respective Subsidiaries. As Assuming (x) satisfaction or waiver of the Closingconditions contained in Section 6.1 and Section 6.3, then as of the Effective Time and after giving effect to all the consummation of the transactions contemplated by this AgreementAgreement (including the Financing), Buyer the Surviving Company will be Solvent. For purposes of this Section 4.6, “Solvent” shall mean thatmeans, as of any time of determination, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.that:

Financing; Solvency. (a) Buyer affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any As of the transactions contemplated hereby. Buyer hasdate hereof, Xxxxx has delivered to Remainco and will have available at the Closing, the funds necessary to Xxxxxx Partner (i) make a true, correct and complete copy of the payments executed debt commitment letter, dated as of the date hereof, from the Debt Financing Sources party thereto, together with true, correct and complete copies of any related executed fee letters (each, a “Fee Letter”); provided that, solely with respect to any Fee Letter, the economic and financial terms, including fee amounts, “market flex” provisions, “securities demand” provisions, pricing terms, pricing caps and other commercially sensitive terms (none of which, individually or in the aggregate, adversely affects availability, timing, conditionality, enforceability, termination or aggregate principal amount of the Debt Financing below the amount required hereunder; to pay the Required Amount) may be redacted in a customary manner from such true, correct and complete copies (collectively, including all exhibits, schedules and annexes thereto, the “Debt Commitment Letter”), pursuant to which, and subject only to the terms and conditions thereof, the Debt Financing Sources party thereto have committed to lend the aggregate amount of Debt Financing set forth therein to Buyer for the purpose of funding the Contemplated Transactions on the date on which the Closing should occur pursuant to Section 1.3 (together with any Alternative Financing pursuant to Section 6.8, the “Debt Financing”) and (ii) pay all fees a true, correct and expenses to be paid by Buyer in connection complete copy of the executed Equity Commitment Letter (together with the transactions contemplated by this Agreement; and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummateDebt Commitment Letter, the transactions contemplated by this Agreement“Financing Commitments”) from each of the Guarantors, pursuant to which the Guarantors have, on the terms and subject to the conditions set forth therein, committed to invest in Buyer the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter expressly provides that Remainco and Merger Partner are third party beneficiaries thereof as provided therein. (b) Buyer Assuming the Financing is not entering into funded in accordance with the transactions contemplated hereby Financing Commitments, the aggregate net proceeds from the Financing (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect of the maximum amount of “flex” (including any original issue discount flex) provided for under the Debt Financing) when funded in accordance with actual intent the Financing Commitments are sufficient to hinder, delay or defraud either present or future creditors. fund the Required Amount. (c) As of the Closingdate hereof, after giving the Financing Commitments are in full force and effect and have not been withdrawn, terminated or rescinded or otherwise amended, supplemented or modified in any respect and, except to all of the transactions extent permitted by Section 6.8, no such amendment, supplement or modification is contemplated by this AgreementBuyer or Buyer Sub or, Buyer will be Solventto the knowledge of Buyer, by the other parties thereto. For purposes of this Section 4.6The Financing Commitments, “Solvent” shall mean that, with respect in the form delivered to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.Remainco and

Financing; Solvency. (a) Buyer affirms that it is not Purchaser has delivered to Seller a condition correct and complete fully executed copy of the commitment letter, dated as of July 24, 2021, between Purchaser and the Financing Sources, including all exhibits, schedules, annexes and amendments to such letter as in effect as of the date hereof (the “Commitment Letter”), under which and subject to the Closing or terms and conditions thereof the lenders thereunder have committed to any lend the amounts set forth therein to Purchaser (the provision of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related such funds as set forth therein, the “Financing”). Purchaser has also delivered to any Seller correct and complete fully executed copies of the transactions contemplated hereby. Buyer has, and will have available at fee letters (the Closing, the funds necessary to (i“Fee Letters”) make the payments required hereunder; (ii) pay all fees and expenses to be paid by Buyer entered into in connection with the transactions Commitment Letter; provided that the provisions in each of the Fee Letters related solely to fees and other commercially sensitive numbers and provisions therein may be redacted, in each case so long as such redactions do not impact the conditionality or the availability of the Financing on the Closing Date. As of the date hereof, the Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery hereof, and the respective commitments under the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect. As of the date hereof, except for the Commitment Letter and the Fee Letters, there are no other Contracts, side letters or other arrangements to which Purchaser is a party or by which Purchaser is bound relating to the availability, amount or conditionality of the Financing. As of the execution and delivery hereof, the Commitment Letter is in full force and effect and is the legal, valid and binding obligation of each of Purchaser and, to the Knowledge of Purchaser, the other parties thereto, subject to the Enforceability Exceptions. Purchaser has fully paid (or caused to be fully paid) any and all commitment fees or other similar fees required by the Commitment Letter or the Fee Letters to be paid on or before the date hereof. There are no conditions precedent express or implied related to the funding of the full amount of, or the availability of, or the timing for the receipt thereof, of the Financing under the Commitment Letter, other than as expressly provided in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, assuming the satisfaction of the conditions set forth in Article IX, the net cash proceeds contemplated from the Financing (or the net cash proceeds from securities or bank financing transactions, or any combination thereof, in each case that does not include a provision that would constitute a Prohibited Amendment, in replacement of the Financing, in whole or in part), together with cash on hand and marketable securities of Purchaser, will, in the aggregate, be sufficient to enable Purchaser to deliver the Closing Purchase Price to Seller as and when contemplated by this Agreement and pay any fees and expenses of or payable by Purchaser as and when contemplated by this Agreement; and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummate, the transactions contemplated by this Agreement... (b) Buyer is not entering into Assuming the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. As accuracy of the Closingrepresentations and warranties of Seller contained in this Agreement, immediately after giving effect to all the consummation of the transactions contemplated by this AgreementSale, Buyer Purchaser and its Subsidiaries, taken as a whole, will be Solvent. For purposes of this Section 4.65.6, “Solvent” shall mean thatmean, with respect to any Person Purchaser and its Subsidiaries, taken as of any date of determinationa whole, that: (ia) the amount of the “present fair saleable value” value (determined on a going concern basis) of the assets of such PersonPurchaser and its Subsidiaries, willtaken as a whole, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, shall be greater than the total amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s Liabilities (A) right to paymentincluding all Liabilities, whether or not such reflected in a right is reduced to judgmentbalance sheet prepared in accordance with GAAP, liquidatedand whether direct or indirect, unliquidated, fixed, fixed or contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, disputed or undisputed) of Purchaser and its Subsidiaries, taken as a whole, (Bb) right Purchaser and its Subsidiaries, taken as a whole, shall be able to any equitable remedy for breach pay their debts and obligations in the Ordinary Course of performance if such breach gives rise Business as they become due, and (c) Purchaser and its Subsidiaries, taken as a whole, shall have adequate capital to a right of payment, whether carry on their businesses and all businesses in which they are engaging or not such right are about to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredengage.

Financing; Solvency. (a) Buyer affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Buyer or any of its Affiliates obtain financing for or related to any As of the transactions contemplated hereby. Buyer hasdate hereof, Bxxxx has delivered to Remainco and will have available at the Closing, the funds necessary to Mxxxxx Partner (i) make a true, correct and complete copy of the payments executed debt commitment letter, dated as of the date hereof, from the Debt Financing Sources party thereto, together with true, correct and complete copies of any related executed fee letters (each, a “Fee Letter”); provided that, solely with respect to any Fee Letter, the economic and financial terms, including fee amounts, “market flex” provisions, “securities demand” provisions, pricing terms, pricing caps and other commercially sensitive terms (none of which, individually or in the aggregate, adversely affects availability, timing, conditionality, enforceability, termination or aggregate principal amount of the Debt Financing below the amount required hereunder; to pay the Required Amount) may be redacted in a customary manner from such true, correct and complete copies (collectively, including all exhibits, schedules and annexes thereto, the “Debt Commitment Letter”), pursuant to which, and subject only to the terms and conditions thereof, the Debt Financing Sources party thereto have committed to lend the aggregate amount of Debt Financing set forth therein to Buyer for the purpose of funding the Contemplated Transactions on the date on which the Closing should occur pursuant to Section 1.3 (together with any Alternative Financing pursuant to Section 6.8, the “Debt Financing”) and (ii) pay all fees a true, correct and expenses to be paid by Buyer in connection complete copy of the executed Equity Commitment Letter (together with the transactions contemplated by this Agreement; and (iii) satisfy all other payment obligations at the Closing that may arise in connection with, or may be required in order to consummateDebt Commitment Letter, the transactions contemplated by this Agreement“Financing Commitments”) from each of the Guarantors, pursuant to which the Guarantors have, on the terms and subject to the conditions set forth therein, committed to invest in Buyer the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter expressly provides that Remainco and Merger Partner are third party beneficiaries thereof as provided therein. (b) Assuming the Financing is funded in accordance with the Financing Commitments, the aggregate net proceeds from the Financing (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect of the maximum amount of “flex” (including any original issue discount flex) provided for under the Debt Financing) when funded in accordance with the Financing Commitments are sufficient to fund the Required Amount. (c) As of the date hereof, the Financing Commitments are in full force and effect and have not been withdrawn, terminated or rescinded or otherwise amended, supplemented or modified in any respect and, except to the extent permitted by Section 6.8, no such amendment, supplement or modification is contemplated by Buyer or Buyer Sub or, to the knowledge of Buyer, by the other parties thereto. The Financing Commitments, in the form delivered to Remainco and Merger Partner, constitute legal, valid and binding obligations of Buyer and, to the knowledge of Buyer, the other parties thereto and are enforceable against such parties in accordance with their respective terms, except, in each case, subject to the Bankruptcy and Equity Exceptions. There are no side letters or other Contracts or written agreements to which Buyer is not entering into a party relating to the transactions contemplated hereby Financing Commitments that could (i) adversely affect the conditionality or enforceability of, or termination rights under, the Financing Commitments or the availability of the Financing or (ii) reduce the aggregate amount of the Financing below the Required Amount, other than as expressly contained in the Financing Commitments. As of the date hereof, to the knowledge of Buyer, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or any other Buyer Party under any term, or a failure of any condition, of the Financing Commitments or otherwise result in the amount of Financing necessary to fund the Required Amount being unavailable on the date on which the Closing should occur pursuant to Section 1.3. As of the date hereof and assuming the conditions set forth in Article IX have been satisfied, Bxxxx has no reason to believe that it or, to the knowledge of Buyer, any other party to the Financing Commitments would be unable to satisfy on a timely basis any term or condition of the Financing Commitments required to be satisfied by it. Buyer has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date hereof. There are no conditions precedent related to the funding or investing, as applicable, of the full amount of the Financing necessary, other than as expressly set forth in the Financing Commitments. (d) Assuming (i) the accuracy of the representations and warranties of Remainco and Spinco set forth in Article II (to the extent required by Article IX), (ii) the accuracy of the representations and warranties of Merger Partner set forth in Article III (to the extent required by Article IX), (iii) the satisfaction of the conditions to Buyer and Buyer Sub set forth in Article IX and (iv) that each of (x) Spinco and (y) Merger Partner are Solvent on the Closing Date immediately prior to giving effect to the Equity Sale and the Merger, immediately following the Equity Sale and the Merger and after giving effect to all of the Contemplated Transactions, Buyer will be Solvent. No transfer of property is being made by Buyer or Buyer Sub, and no obligation is being incurred by Buyer or Buyer Sub in connection with the Contemplated Transactions, with the actual intent to hinder, delay or defraud either present or future creditors. As creditors of Buyer, any member of the Closing, after giving effect to all Spinco Group or any member of the transactions contemplated by this AgreementMerger Partner Group or, Buyer will be Solvent. For purposes of this Section 4.6in each case, “Solvent” shall mean that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable Legal Requirements governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will have, as of such date, adequate capital with which to conduct 37 its business and (iv) such Person will be able to pay its indebtedness as its indebtedness matures. For purposes of the foregoing definition only, “indebtedness” shall mean a liability in connection with another Person’s (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) right to any equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecuredAffiliates thereof.