Common use of Financing Clause in Contracts

Financing. Buyer has delivered to Seller true and complete fully executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement.

Financing. Buyer Parent has delivered to Seller true the Company true, complete and complete fully executed correct copies of (a) the Commitment Letterexecuted debt commitment letter, dated as of December 2November 6, 2014, by between Parent and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, the Debt Financing Sources party thereto (including all exhibits, schedules, and annexes thereto, and amendments to such the executed fee letter associated therewith redacted in effect a manner as of the date of this Agreement (described below, collectively, the “Debt Commitment LetterFinancing Commitments”), pursuant to whichwhich the Debt Financing Sources party thereto have committed, and subject only to the satisfaction of the terms and conditions thereofset forth therein, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision “Debt Financing”) and (b) executed equity commitment letters, dated as of such funds as the date hereof, among Parent and each of the Guarantors (including all exhibits, schedules and annexes thereto, the “Equity Financing Commitment”, and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which each of the Guarantors has committed, subject to the terms and conditions set forth therein, to invest the cash amount set forth therein (the “Equity Financing”, and together with the Debt Financing, the “Financing”) for the purposes purpose of funding a portion of the Financing Uses. The Equity Financing Commitment provides that the Company is a third-party beneficiary thereof to the extent set forth in such Debt Commitment Lettertherein. The Debt Commitment Letter has not None of the Financing Commitments have been withdrawn, terminated, rescinded, repudiated, amended, restated or otherwise modified or waived supplemented prior to the date of this AgreementAgreement by Parent and, to the knowledge of Parent, each of the other parties party thereto and no such withdrawal, termination, rescission, repudiation, amendment, modification or supplementation is contemplated by Parent and, to the knowledge of Parent, each of the other parties thereto and the respective commitments contained in the Debt Commitment Letter Financing Commitments have not been withdrawn, modified terminated, rescinded or rescinded repudiated in any respect as of the date hereof. Except for the fee letters referenced in the Debt Financing Commitments (complete copies of which have been provided to the Company, with only fee amounts and the economic terms related to the “market flex” provisions contained therein redacted (provided that Parent represents and warrants that the redactions in such fee letters do not relate to the imposition of any new conditions (or the modification or expansion of any existing conditions) or any reduction in the amount of the Debt Financing or otherwise relate to the termination, enforceability or availability of the Debt Financing), there are no side letters or Contracts to which Parent or any of its Affiliates is a party related to the availability or conditionality, as applicable, of the Financing or the Transactions other than as expressly set forth in the Financing Commitments delivered to the Company on or prior to the date hereof. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of this Agreement. The Debt Commitment Letter is the date hereof, the Financing Commitments are in full force and effecteffect and are the legal, valid, binding and Buyer is notenforceable obligations of Parent and, and to the knowledge of BuyerParent, none each of the other parties party thereto and neither is Parent aware of any fact or occurrence existing on the date hereof or that would or would reasonably be expected to cause the Financing Sources areCommitments to be ineffective. Assuming that the conditions to the obligation of Parent to consummate the Merger set forth in Section 7.1 and Section 7.2 have been satisfied, in default or breach as of the terms of the Debt Commitment Letter. There date hereof, there are no conditions precedent or contingencies related to the funding of the full amount of the Financing (including pursuant to any “market flex” provisions in the fee letter or otherwise), other than as described expressly set forth in the Debt Commitment Letter. Subject Financing Commitments delivered to the terms and conditions Company prior to the date hereof. As of the Debt Commitment Letterdate hereof, to the net proceeds contemplated from knowledge of Parent, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to (i) constitute a default or breach on the Financingpart of Parent or, together to the knowledge of Parent, any other party thereto under any of the Financing Commitments, (ii) constitute a failure to satisfy a condition precedent on the part of Parent or any other party thereto under the Financing Commitments or (iii) result in any portion of the amount to be provided or funded in accordance with other cash of Buyer the Financing Commitments being unavailable on the Closing Date. Assuming that the conditions to the obligation of Parent to consummate the Merger set forth in Section 7.1 and Section 7.2 have been satisfied, willand assuming the Financing is funded in accordance with the Financing Commitments, Parent will have on the Closing Date funds sufficient to (i) pay the aggregate Per Share Merger Consideration and the other payments under Article II, (including, to the extent required pursuant to Section 6.19, the aggregate IRS Matter Incremental Per Share Merger Consideration), (ii) pay any and all fees and expenses required to be paid by Parent and the Surviving Entity in connection with the aggregateMerger and the Financing, be sufficient (iii) pay for any refinancing of any outstanding indebtedness of the satisfaction of Company or its subsidiaries contemplated by this Agreement or the Financing Commitments, and (iv) satisfy all of Buyer’s the other payment obligations of Parent and the Surviving Entity contemplated hereunder (clauses (i) through (iv), the “Financing Uses”). Parent affirms that it is not a condition to the Closing or any of its other obligations under this AgreementAgreement that Parent obtain the Financing or any other financing for or related to any of the Transactions.

Financing. Buyer Parent has delivered to Seller true the Company true, correct and complete fully executed copies of the Commitment Lettercopies, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date hereof, of this Agreement (i) executed commitment letters and Rollover Commitments (collectively, the “Buyer Group Commitments”), pursuant to which certain Buyer Group Parties have agreed to provide equity financing to Parent and debt financing to a wholly owned subsidiary of Parent in connection with the Merger (collectively, the “Buyer Group Financing”), and (ii) executed debt commitment letters and related term sheets (the “Debt Commitment LetterLetters” and together with the Buyer Group Commitments, the “Financing Commitments”), pursuant to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) lenders specified therein have severally agreed committed to lend provide Parent or the Surviving Corporation with loans in the amounts set forth described therein, the proceeds of which will be used as described therein to consummate the Merger and the other transactions contemplated hereby (the provision of such funds as set forth therein“Debt Financing” and together with the Buyer Group Financing, the “Financing”) for ). As of the purposes set forth date hereof, the Financing Commitments are in such Debt Commitment Letter. The Debt Commitment Letter has full force and effect and have not been amended, restated withdrawn or terminated or otherwise amended or modified in any respect. Parent or waived Merger Sub has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof and, as of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date hereof, the Financing Commitments (or, if applicable, any New Financing Commitments entered into pursuant to Section 5.9) are the valid, binding and enforceable obligations of this Agreement. The Debt Commitment Letter is in full force Parent and effectMerger Sub and any Buyer Group Party a party thereto, and Buyer is notas applicable, and to the knowledge Knowledge of BuyerParent, none of the Financing Sources areother parties thereto. The Financing, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject subject to the terms and conditions of the Debt Commitment LetterFinancing Commitments, the net proceeds contemplated from the Financing, together with other and cash of Buyer on the Closing Date, will, hand in the aggregateCompany constitute all of the financing required for the consummation of the Merger and the other transactions contemplated hereby, be and are sufficient for the satisfaction payment of the aggregate Merger Consideration and the aggregate Option Consideration. As of the date of this Agreement, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub on the date of the Closing. The Financing Commitments contain all of Buyer’s the conditions precedent to the obligations under of the parties thereunder to make Financing available to Parent on the terms therein. Notwithstanding anything in this AgreementAgreement to the contrary, the Debt Commitment Letters may be superseded at the option of Parent or Merger Sub after the date of this Agreement but prior to the Effective Time by New Financing Commitments, subject to, and in accordance with Section 5.9. In such event, the term “Financing Commitments” as used herein shall be deemed to include the New Financing Commitments to the extent then in effect and the term “Financing” shall be deemed to be similarly modified.

Financing. Buyer (a) Parent has delivered to Seller true the Company a true, complete and complete fully correct copy of (i) an executed copies of the Commitment Lettercommitment letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.9, the “Debt Commitment Letter”), from the lenders (including any lenders who become party thereto by joinder) party thereto (collectively, the “Lenders”), pursuant to whichwhich the Lenders have agreed, and subject to the terms and conditions thereof, each of to provide the parties thereto (other than Buyer) have severally agreed to lend the debt amounts set forth therein (the provision debt financing contemplated by the Commitment Letter (including any debt securities to be incurred in lieu of such funds the bridge facilities, as set forth thereincontemplated by the Commitment Letter and the Fee Letter), together with any permitted Alternative Debt Financing, is collectively referred to in this Agreement as the “Debt Financing”) and (ii) the fee letter referred to in the Commitment Letter (with only fee amounts, pricing caps and other economic terms redacted (none of which would adversely affect the amount or availability of the Debt Financing)) (each as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.9, the “FinancingFee Letter”) for the purposes and (iii) a related redacted engagement letter. (b) Except as expressly set forth in such the Commitment Letter (or in the unredacted portions of the Fee Letter) delivered to the Company, as of the date of this Agreement, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no other agreements, side letters or arrangements relating to the Debt Financing to which Parent or any of its subsidiaries is a party as of the date of this Agreement which would impose conditions to the funding of the Financing, other than those set forth in the Commitment Letter (or in the unredacted portions of the Fee Letter). As of the date of this Agreement, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Commitment Letter or the Fee Letter at the time it is required to consummate the Closing hereunder, nor does Parent have knowledge, as of the date of this Agreement, that any of the Lenders will not perform their respective funding obligations under the Commitment Letter in accordance with its terms and conditions. (c) The Commitment Letter is a valid, binding obligation of Parent and Acquisition Sub and, to the knowledge of Parent, the other parties thereto, is in full force and effect and, assuming the satisfaction of the condition contained in Section (c)(ii) of Annex I, as of the date of this Agreement, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Parent or Acquisition Sub under the terms and conditions of the Commitment Letter and Fee Letter. The Debt Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letter has not been amended, restated and Fee Letter on or otherwise modified or waived prior to before the date of this Agreement, and will pay in full any such amounts due on or before the respective commitments contained in the Debt Closing Date. The Commitment Letter and Fee Letter have not been withdrawnmodified, modified altered or rescinded in any respect amended on or prior to the date of this Agreement. The Debt None of the commitments under the Commitment Letter is in full force and effect, and Buyer is not, and have been withdrawn or rescinded prior to the knowledge date of Buyer, none of the Financing Sources are, in default or breach of the terms this Agreement. (d) The proceeds of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment LetterFinancing, the net proceeds contemplated from the Financingif funded, together with other available cash of Buyer on the Closing DateParent and Acquisition Sub, will, in the aggregate, be shall constitute sufficient funds for the satisfaction of all of BuyerParent’s and Acquisition Sub’s obligations under this AgreementAgreement on the Closing Date, including the payment of the Offer Price in respect of each share of Common Stock validly tendered and accepted in the Offer, the Total Common Merger Consideration and all other amounts to be paid pursuant to Section 3.2 and Section 3.3 and the payment of all associated costs and expenses of the Offer and the Merger (including any repayment or refinancing of indebtedness of Parent, the Acquisition Sub or the Company required in connection therewith). (e) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent or any Affiliate thereof be a condition to any of Parent’s obligations hereunder.

Financing. Buyer The Company has delivered to Seller true and complete fully executed received copies of the Commitment Letter(a) a commitment letter dated March 20, dated as 1998 from DLJ Merchant Banking Partners II, L.P., and certain of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments its affiliates pursuant to such letter in effect as which each of the date of this Agreement (the “Debt Commitment Letter”)foregoing has committed, pursuant to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”to purchase securities of MergerSub for an aggregate amount equal to $54,999,997.50, (b) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter a letter dated March 20, 1998 from DLJ Bridge Finance, Inc. ("DLJ Bridge Fund") pursuant to which DLJ Bridge Fund has not been amendedcommitted, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject subject to the terms and conditions set forth therein, to purchase senior pay-in-kind increasing rate notes of the Company in the amount of $110,000,000 and (c) a commitment letter dated March 20, 1998 from DLJ Capital Funding, Inc. ("DLJ Senior Debt Commitment LetterFund") pursuant to which DLJ Senior Debt Fund has committed, subject to the terms and conditions set forth therein, to enter into one or more credit agreements providing for loans to the corporation surviving the Reorganization Merger of up to $350,000,000. As used in this Agreement, the net aforementioned entities shall hereinafter be referred to as the "Financing Entities". The aforementioned credit agreements and commitments to purchase equity securities of MergerSub shall be referred to as the "Financing Agreements" and the financing to be provided thereunder shall be referred to as the "Financing." The aggregate proceeds of the Financing are in an amount sufficient to pay the Merger Consideration, to repay the Company's and its Subsidiaries' indebtedness (excluding for this purpose capital lease obligations) together with any interest, premium or penalties payable in connection therewith, to provide a reasonable amount of working capital financing and to pay related fees and expenses (collectively, the "Required Amounts"). As of the date hereof, none of the commitment letters relating to the Financing Agreements referred to above has been withdrawn and MergerSub does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in the commitment letters relating to the Financing Agreements not being satisfied. MergerSub believes that the Financing will not create any liability to the directors and stockholders of the Company under any Federal or state fraudulent conveyance or transfer law. MergerSub further believes that, upon the consummation of the transactions contemplated from hereby, including, without limitation, the Financing, together the Surviving Corporation (i) will not become insolvent, (ii) will not be left with other cash unreasonably small capital, (iii) will not have incurred debts beyond its ability to pay such debts as they mature, and (iv) will not have its capital impaired. MergerSub knows of Buyer on no reason why the Closing Date, will, in the aggregate, Merger will not be sufficient recorded as a "recapitalization" for the satisfaction of all of Buyer’s obligations under this Agreementfinancial reporting purposes.

Financing. Buyer has delivered to Seller Parent a true and complete fully executed copies copy of the executed Debt Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as Letters. None of the date of this Agreement (the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth Letters has been amended or modified in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived any manner prior to the date of this Agreement. Neither Buyer nor any of Affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the Closing Date Payments or the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters. The proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto), along with cash of the Buyer, will be sufficient to consummate the transactions contemplated hereby, including the making of all Closing Date Payments on the Closing Date and the making of any payments pursuant to Section 2.06. As of the date hereof, the respective commitments contained in the Debt Commitment Letter Letters have not been withdrawn, modified withdrawn or rescinded in any respect respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Buyer and, to the knowledge of Buyer, each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the Financing Conditions and except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Authority before which any Action seeking enforcement may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity). Buyer has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this AgreementAgreement in connection with the Debt Financing. The Debt Commitment Letter is in full force and effectAs of the date hereof, and no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Buyer is notor, and to the knowledge of Buyer, none of the Financing Sources areany other party thereto, in default or breach of the terms under any of the Debt Commitment LetterLetters. As of the date hereof, Buyer has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Debt Financing, other than as described in the Debt Commitment LetterFinancing Conditions. Subject to Buyer understands and acknowledges that under the terms and conditions of the Debt Commitment Letterthis Agreement, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreementobligation to consummate the acquisition is not in any way contingent upon or otherwise subject to Buyer’s consummation of any financing arrangements, Buyer’s obtaining of any financing or the availability, grant, provision or extension of any financing to Buyer.

Financing. Buyer (a) Parent has delivered to Seller true the Company true, accurate and complete fully copies, including all exhibits and schedules thereto, of (i) an executed copies of Investment Agreement (the Commitment Letter“Temasek Investment Agreement”), dated as of December 2, 2014the date hereof, by and among Buyerbetween Parent and Xxxxxx Investments Pte. Ltd (“Temasek”) and an executed Investment Agreement (together with the Temasek Investment Agreement, X.X. Xxxxxx Securities LLCthe “Investment Agreements”), JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect dated as of the date of this Agreement hereof, by and between Parent and North Island Holdings I, LP (North Island Holdings I, LP, together with Temasek, the “Debt Commitment LetterEquity Financing Sources”), pursuant to which, and subject to the terms and conditions thereofof which, the Equity Financing Sources will purchase certain Parent Equity Securities for the purpose of funding the transactions contemplated by this Agreement (such equity financing, the “Equity Financing”) and (ii) executed debt commitment letters, each dated as of the parties thereto date hereof (other than Buyerthe “Debt Commitment Letters” and, together with the Investment Agreements, the “Commitment Letters”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and conditions set forth therein, have severally agreed committed to lend the amounts set forth therein for the purpose of funding the transactions contemplated by this Agreement, including the refinancing (the provision “Refinancing”) of (i) the Company Credit Agreement, (ii) the Third Amended and Restated Credit Agreement dated as of October 27, 2016 (the “Virtu Credit Agreement”) among VHF Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and (iii) the redemption of the Company Notes (such funds as set forth thereincommitted debt financing, the “Debt Financing” and, together with the Equity Financing, the “Financing”). (b) for As of the purposes set forth date hereof, (i) the Commitment Letters are in such Debt Commitment Letter. The Debt Commitment Letter has full force and effect and have not been withdrawn or terminated, or amended, restated restated, waived or otherwise modified in any respect and no such amendment, restatement, waiver or waived prior to the date of this Agreementmodification is contemplated or pending, and (ii) the respective commitments contained in the Debt Commitment Letter Letters have not been withdrawn, modified modified, reduced or rescinded in any respect and, to the Knowledge of Parent, no such withdrawal, modification or rescission is contemplated, and (iii) each of the Commitment Letters, 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 fee letters with respect to fees and related arrangements with respect to the Debt Financing, of which Parent has delivered true, accurate and complete (other than with respect to the redaction referenced herein) copies to the Company on or prior to the date of this Agreement. The Debt Commitment Letter is in full force hereof (which may be redacted to omit numerical amounts and effect, and Buyer is not, and to the knowledge of Buyercertain economic “flex” terms, none of which would adversely affect the amount or availability of the Debt Financing), and as of the date hereof, there are no other agreements, side letters, or arrangements relating to the Commitment Letters (other than customary engagement letters with respect to debt securities that may form part of the Debt Financing Sources are(none of which would adversely affect the amount or availability of the Debt Financing) and equity commitment letters entered into in connection with the Equity Financing (the “Equity Commitment Letters”)) that would affect the amount, in availability or conditionality of the 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 Merger Sub under any term or condition of the terms Commitment Letters or, to the Knowledge of Parent, would (i) make any of the Debt assumptions or any of the statements set forth in the Commitment LetterLetters inaccurate in any material respect, (ii) result in any of the conditions in the Commitment Letters not being satisfied or (iii) otherwise result in the Financing not being available. There As of the date hereof, no Financing Source has notified Parent of its intention to terminate any of the Commitment Letters or not to provide the Financing. Other than as set forth in the Commitment Letters and the Equity Commitment Letters, there are no conditions precedent or contingencies related (including any “flex” provisions) to the funding of the full amount of the Financing other than Financing. Assuming the satisfaction of the conditions in Section 8.1 and Section 8.3 and the commencement and completion of the Marketing Period, as described of the date hereof, Parent 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 Debt Commitment Letter. Subject Letters or that the full amounts committed pursuant to the terms and conditions Commitment Letters will not be available as of the Debt Closing. Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Commitment LetterLetters to be paid on or before the date of this Agreement. (c) As of the date hereof, assuming that the Financing is funded in accordance with the Commitment Letters, the net aggregate proceeds to be disbursed pursuant to the definitive agreements contemplated from by the FinancingCommitment Letters, together with other the cash of Buyer on the Closing Date, willotherwise available to Parent, in the aggregate, be are sufficient for Parent to pay the satisfaction Merger Consideration, the Warrant Consideration, all amounts required to be paid by Parent in connection with the transactions contemplated by this Agreement and in connection with the Refinancing to be consummated concurrently or substantially concurrently with the consummation of all of Buyer’s obligations under the transactions contemplated by this Agreement. (d) Parent has delivered the written consent of the holders of a majority of the voting shares of capital stock of Parent approving the issuance of Parent Equity Securities pursuant to the Equity Financing on the terms set forth in the Investment Agreements.

Financing. Buyer (i) Endo has delivered to Seller Auxilium a true and complete fully executed copies copy of the executed Financing Commitment Letter, dated Letter as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of on the date of this Agreement hereof and any related fee letters as in effect on the date hereof (the “Debt Commitment Letter”), pursuant redacted as to which, numerical fees and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth commercially sensitive numbers specified therein (the provision of such funds as set forth thereinwhich shall include any price caps, the securities demand “Financing”) for the purposes set forth in such Debt Commitment Letterprice caps” and economic flex terms)). The Debt Financing Commitment Letter has not been amended, restated amended or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect manner prior to the date of this Agreement. The Debt Neither Endo nor any of its affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Financing Commitment Letter and the fee letters related thereto that could adversely affect the availability of the Financing on the Closing Date. As of the date hereof, the commitments contained in the Financing Commitment Letter have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitment Letter is in full force and effecteffect and represents a valid, binding and Buyer is notenforceable obligation of Endo and, and to the knowledge of BuyerEndo, none each other party thereto, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws of general application relating to or affecting creditors’ rights generally and to general principles of equity. (ii) Endo has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably constitute a breach or default on the part of Endo or, to the knowledge of Endo, any other party thereto under the Financing Commitment Letter and Endo has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing Financing, other than as described the Financing Conditions. Assuming the accuracy in the Debt Commitment Letter. Subject to the terms and conditions all material respects of the Debt representations and warranties of Auxilium contained in this Agreement and assuming the performance in all material respects by Auxilium and each of the Auxilium Subsidiaries of their respective obligations hereunder, as of the date hereof, Endo has no reason to believe that (A) any of the Financing Conditions required to be satisfied by Endo will not be satisfied or (B) the Financing will not be made available to Endo on the Closing Date. (iii) Assuming the accuracy in all material respects of the representations and warranties of Auxilium contained in this Agreement and assuming the performance in all material respects by Auxilium and each of the Auxilium Subsidiaries of their respective obligations hereunder, the aggregate proceeds contemplated by the Financing Commitment Letter, the net proceeds contemplated from the Financing, when added together with other available cash of Buyer Endo and Auxilium, will be sufficient for Endo and the Surviving Company to fund the Merger Consideration on the Closing Date, willto refinance the Auxilium Credit Agreement, to fund the payments required in accordance with Section 2.1(l), to fund payments required under the Actient Warrants and Auxilium Warrants and in connection with the Auxilium Convertible Notes and to pay related fees and expenses payable by AcquireCo or the Surviving Company in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate, receipt or availability of any funds or financing by Endo or any of its Affiliates be sufficient for the satisfaction a condition to any of all of BuyerEndo’s or AcquireCo’s obligations under this Agreementhereunder.

Financing. Buyer (a) Parent has delivered to Seller true the Company correct and complete fully executed copies of the Commitment Letterexecuted commitment letter, dated as of December 2the date hereof, 2014among Parent, by and among Buyer, X.X. Xxxxxx Securities LLCCitigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Xxxxxxx LynchBarclays Bank PLC and Column Financial, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement Inc. (the “Debt Commitment Letter”), pursuant to whichwhich the counterparties thereto have committed, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in financing to be provided pursuant to such Debt Commitment Letter, as may be amended, modified, supplemented, replaced or extended from time to time after the date hereof in compliance with Section 6.12, the “Debt Financing”). (b) Parent expressly acknowledges and agrees that the consummation of all or any portion of the Debt Financing is not a condition to its and/or Merger Sub’s and or Partnership Merger Sub’s obligations to effect the Closing. The Assuming the accuracy of the representations and warranties of the Company in this Agreement as of the Closing Date and the performance by the Company of its obligations hereunder, the amount of funds to be provided pursuant to the Debt Commitment Letter, if funded in accordance with the terms therein, together with other financial resources of Parent, Merger Sub and Partnership Merger Sub available on or prior to the time of Closing, including cash on hand and marketable securities of Parent, Merger Sub, Partnership Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, will be sufficient to consummate the Mergers, the Transactions and to pay its and its affiliates’ respective monetary obligations that are due on or prior to the Closing Date under this Agreement, including payment of the Merger Consideration, and the payment or funding of all fees, costs, expenses and reserves incurred, payable or required to be funded by Parent, Merger Sub, Partnership Merger Sub, any of their affiliates and, to the extent responsible hereunder, the Company on or prior to the Closing Date in connection with this Agreement and the Transactions. (c) As of the date hereof, none of Parent, Merger Sub or Partnership Merger Sub, or to the knowledge of Parent, any other counterparty thereto is in breach of any of its covenants or other obligations set forth in, or is in default under, the Debt Commitment Letter, to Parent’s knowledge, as of the date hereof, no event has occurred or circumstances exist that, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute or result in a breach or default on the part of Parent, Merger Sub or Partnership Merger Sub, or to the knowledge of Parent, any counterparty thereto, under the Debt Financing, (ii) constitute or result in a failure to satisfy a condition precedent set forth in the Debt Financing or (iii) otherwise result in any portion of the Debt Financing being unavailable. As of the date hereof, none of Parent, Merger Sub or Partnership Merger Sub has received any notice or other communication from any party to the Debt Commitment Letter has with respect to (1) any breach or default on the part of Parent, Merger Sub, Partnership Merger Sub or any other party to the Debt Commitment Letter or (2) any intention of such party to terminate the Debt Commitment Letter, to not been amended, restated provide all or otherwise modified any portion of the Debt Financing or waived to require any additional reserves not contemplated by the Debt Commitment Letter or for expenses to be paid by Parent or any of its affiliates on prior to or as a condition to the date consummation of this Agreement, and the respective commitments contained Debt Financing at Closing other than as provided in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to Letter. (d) As of the date of this Agreement. The hereof, the Debt Commitment Letter is a legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, the other parties thereto, is in full force and effect, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and Buyer (ii) general principles of equity (regardless of whether enforceability is notconsidered in a proceeding in equity or at Law). (e) Other than as set forth in the Debt Commitment Letter and any fee letter (a “Fee Letter” and, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of together with the Debt Commitment Letter. There , the “Debt Financing Letters”), a copy of which has been provided to the Company prior to the date hereof, there are no conditions precedent or contingencies related to the funding of the full net amount of the Debt Financing or any contingencies that would, or would reasonably be expected to, reduce the aggregate amount of the Debt Financing. As of the date hereof, there are no side letters or other than as described Contracts, understandings or arrangements (in each case, whether written or oral) imposing conditions or other contingencies to the funding of the full amount (i.e., before giving effect to any loan reduction provisions in the Debt Commitment Letter) of the proceeds of the Debt Financing or otherwise affect the availability of the Debt Financing, other than those set forth in the Debt Financing Letters delivered to the Company prior to the date hereof. Subject As of the date hereof, Parent, Merger Sub and Partnership Merger Sub have fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the date hereof pursuant to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this AgreementFinancing Letters.

Financing. Buyer Assuming the accuracy of the representations and warranties set forth in Article IV, and assuming no material breach by Knight of its obligations under Sections 6.1 and 6.2 or by Blocker of its obligations under Section 6.5, the amount of funds contemplated to be provided pursuant to the Commitment Letters (as defined below), if funded, together with cash and cash equivalents of GETCO, Knight and the Company available for application to the cash portion of the Merger Consideration and the Refinancing, are sufficient, to (i) consummate the Mergers and the Refinancing and any other repayment or refinancing of indebtedness contemplated by this Agreement or the Commitment Letter and (ii) satisfy all of the other payment obligations of GETCO contemplated hereunder and under the Commitment Letter and the Fee Letter. GETCO has delivered to Seller true and complete fully executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments Knight prior to such letter in effect as of the date of this the Original Merger Agreement copies of a fully executed (i) debt commitment letter dated December 19, 2012 between Jefferies Finance LLC (“Jefferies Finance”) and GETCO (the “Debt Commitment Letter”), (ii) debt fee letter dated December 19, 2012 between Jefferies Finance and GETCO (the “Fee Letter” and, together with the Debt Commitment Letter, the “Debt Financing Letters”) and (iii) the equity commitment letter dated December 19, 2012 between GETCO and General Atlantic Partners 83, L.P. (the “Equity Commitment Letter”; together with the Debt Commitment Letter, the “Commitment Letters” and, together with the Debt Financing Letters, the “Financing Letters”), pursuant to whichthe terms, and but subject to the terms and conditions thereofconditions, each of which financial institutions party thereto, including Jefferies Finance (the “Lenders”), in the case of the parties thereto (other than Buyer) Debt Commitment Letter, and General Atlantic Partners 83, L.P., in the case of the Equity Commitment Letter, have severally agreed committed to lend provide the Company with financing in the amounts set forth therein for purposes of financing the transactions contemplated by this Agreement, paying related fees and expenses and completing the Refinancing (such debt financing, pursuant to the provision of Debt Commitment Letter, as it may be modified, to the extent permitted by this Agreement, the “Debt Financing” and such funds equity financing pursuant to the Equity Commitment Letter, as set forth thereinit may be modified, to the extent permitted by this Agreement, the “Equity Financing” and, together with the Debt Financing, the “Financing”) for ); provided, however, that, in the purposes set forth in such Debt Commitment case of the Fee Letter, accurate and complete copies have been delivered to Knight with only the fee amounts, certain terms of “market flex” and the “Securities Demand” provisions redacted. The Debt Commitment Letter has not been amendedFinancing Letters, restated or otherwise modified or waived prior in the form provided to Knight by GETCO, are in full force and effect and are legal, valid, binding and enforceable obligations of GETCO and, to the knowledge of GETCO, the other parties thereto in accordance with their respective terms and subject to the Bankruptcy and Equity Exception. As of the date of this the Original Merger Agreement, and the respective commitments contained in the Debt Commitment Letter Financing Letters have not been withdrawn, modified terminated, repudiated, rescinded, amended or rescinded modified, in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effectrespect, and Buyer is notno withdrawal, and to the knowledge of Buyertermination, none repudiation, rescission, amendment or modification of the Financing Sources are, in default or breach of the terms of the Debt Commitment LetterLetters is contemplated. There are no conditions precedent or other contingencies related relating to the funding obligation of any party to any of the Financing Letters to fund the full amount (or any portion) of the Financing other than as described expressly set forth in the Debt Commitment Letter. Subject to Financing Letters as in effect on the terms and conditions date of the Debt Original Merger Agreement. GETCO has paid all fees and expenses required to be paid under the Financing Letters as of the date of the Original Merger Agreement. As of the date of the Original Merger Agreement, GETCO has no knowledge of any fact, occurrence or condition that makes any of the assumptions or statements set forth in the Commitment LetterLetters inaccurate in any material respect or that would cause the Commitment Letters to be terminated or ineffective or, assuming satisfaction of the conditions precedent set forth in Section 8.1 and 8.3, that would reasonably be expected to cause any of the conditions precedent set forth therein not to be met. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the net proceeds contemplated from the Financing, together with ) by GETCO or any of its respective Affiliates or any other cash financing be a condition to any of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of BuyerGETCO’s obligations under this Agreementhereunder.

Financing. Buyer (i) Parent has delivered to Seller true the Company true, complete and complete fully executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, commitment letter (including all related exhibits, schedules, annexes annexes, supplements and amendments to such term sheets attached thereto, and including any related fee letter in effect as described below, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time after the date of this Agreement (hereof in compliance with Section 6.13, the “Debt Commitment Letter”)) from the Debt Financing Sources party thereto, pursuant confirming their respective commitments to which, and subject to provide Parent or any of its Affiliates with debt financing in connection with the terms and conditions thereof, each of transactions contemplated hereby in the parties thereto (other than Buyer) have severally agreed to lend the amounts amount set forth therein (the provision “Debt Financing”). (ii) The Debt Commitment Letter is in full force and effect and is a valid and binding obligation of such funds as set forth thereinParent or its Affiliates party thereto and, to the knowledge of Parent, the “Financing”) for other parties thereto, enforceable against Parent or its Affiliates party thereto and, to the purposes set forth knowledge of Parent, the other parties thereto in such Debt Commitment Letteraccordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). The As of the date hereof, the Debt Commitment Letter has not been amended, restated amended or otherwise modified or waived prior to the date of this Agreementmodified, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified rescinded or rescinded in any respect otherwise modified. All fees (if any) required to be paid under the Debt Commitment Letter on or prior to the date hereof have been paid in full. As of the date of this Agreement. The , no event has occurred which, with or without notice, lapse of time or both, would constitute a material breach or default on the part of Parent or Merger Sub or, to the Knowledge of Parent, any other party thereto under any term of the Debt Commitment Letter is in full force and effect, and Buyer is not, and which would reasonably be expected to materially impair or adversely affect the knowledge of Buyer, none Debt Financing. As of the Financing Sources aredate hereof, in default Parent and Merger Sub have no reason to believe that they or breach of the terms any other party thereto will be unable to satisfy on a timely basis any term of the Debt Commitment Letter. As of the date of this Agreement, Parent has no reason to believe that (A) any of the conditions precedent or other contingencies related to the funding of the Debt Financing will not be satisfied or (B) the Debt Financing will not be made available to Parent or Merger Sub on the Closing Date. Parent and Merger Sub each expressly agree and acknowledge that Parent’s and Merger Sub’s obligations to consummate the Merger, are not subject to, or conditioned on, Parent’s or Merger Sub’s receipt of any financing. (iii) There are no conditions precedent or other contingencies (including the consent of any lender under the Existing Credit Agreement which is not party to the Debt Commitment Letter) directly or indirectly related to the funding of the full amount of the Debt Financing other than as described expressly set forth in the Debt Commitment Letter. Subject Other than the Debt Commitment Letter, there are no other contracts, arrangements or understandings entered into by Parent or any Affiliate thereof related to the funding or investing, as applicable, of the Debt Financing (except for (i) customary fee letters relating to the commitments in the Debt Commitment Letter, a true, complete and fully executed copy of each of which has been provided to the Company, with only the fee amounts, pricing terms, pricing caps and other commercially sensitive terms and conditions redacted or (ii) customary engagement letters or non-disclosure agreements which do not impact the conditionality or amount of the Debt Financing). (iv) Assuming the Debt Financing is funded on the Closing Date in accordance with the Debt Commitment Letter, the net Closing is consummated in accordance with the terms of this Agreement and the transactions in the Rollover and Support Agreements are consummated in accordance with the terms thereof, following satisfaction of the conditions precedent thereto, the aggregate proceeds contemplated from of the Financing, Debt Financing together with other no more than $5 million of cash of Buyer on the Closing DateCompany will be in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement, willincluding to (i) pay the aggregate Merger Consideration pursuant to Section 4.01(a) and (ii) pay all related fees and expenses of Parent, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under Merger Sub and their respective representatives pursuant to this Agreement.

Financing. Buyer has delivered to Seller true and complete fully executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyera) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of this Agreement, Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain and to consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letters (including the flex provisions), subject to any amendments or modifications thereto permitted by this Section 5.21, including using its reasonable best efforts to (i) maintain in effect the Debt Commitment Letters and the financing commitments thereunder (the “Financing Commitments”), subject to any amendments or modifications thereto permitted by Section 5.21(b), (ii) negotiate, execute and deliver definitive agreements with respect to the Financing Commitments on terms and conditions (including the flex provisions) contained therein, subject to any amendments or modifications thereto permitted by Section 5.21(b), (iii) satisfy on a timely basis all conditions that are applicable to Purchaser contained in the Financing Commitments, including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing and due and payable by Purchaser, (iv) enforce its rights under the Financing Commitments, (v) comply with its obligations under the Financing Commitments and (vi) consummate the Debt Financing at or prior to the Closing, including drawing on any interim or bridge financing under the Financing Commitments. Purchaser shall provide such information as shall be necessary to keep Seller informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. In the event Purchaser becomes aware that all or any portion of the Debt Financing has become unavailable, Purchaser shall promptly notify Seller and shall, in consultation with Seller, use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions no less favorable to Purchaser and to Seller than the terms and conditions set forth in the Debt Commitment Letters and that would not have any of the effects specified in Section 5.21(b) (any such alternative financing, “Alternative Financing”). If an Alternative Financing is required in accordance with this Section 5.21(a), Purchaser shall obtain, and when obtained, provide Seller with a copy of, a new financing commitment that provides for such Alternative Financing, and Purchaser shall comply with its covenants in this Section 5.21(a) and Section 5.21(b) with respect to such new financing commitment (as if such financing commitment were the Debt Commitment Letter). Purchaser shall give Seller prompt notice of (A) subject to any amendments or modifications permitted by Section 5.21(b), the net proceeds expiration or termination of all or any portion of the Financing Commitments (including pursuant to any Alternative Financing) or any definitive documentation relating to the foregoing; (B) for any reason, all or any portion of the Debt Financing (including pursuant to any Alternative Financing or definitive documents relating to any of the foregoing) becoming unavailable; or (C) a breach or repudiation by any party to the Debt Commitment Letters or Alternative Financing (including any definitive documents relating to any of the foregoing) of which Purchaser becomes aware. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not, without the prior written consent of Seller, agree to or permit any amendment, replacements, supplement or other modification of, or waive any of its rights or remedies under the Debt Commitment Letters or Fee Letters; provided that Purchaser may (i) amend, replace, supplement, modify or waive any provision of the Debt Commitment Letters or related Fee Letters if such amendment, replacement, supplement, modification or waiver does not (w) add new (or adversely modify any existing) conditions to the consummation of the Debt Financing as compared to those in the Debt Commitment Letters and Fee Letters as of the date hereof, (x) adversely affect the ability of Purchaser to timely consummate the Sale and the other transactions contemplated from hereby (including, by making the Financingconditions therein less likely to be satisfied or materially delaying, materially impeding, or preventing the Closing), (y) adversely affect the ability of Purchaser to enforce its rights against the other parties to the Debt Commitment Letters or Fee Letters as in effect on the date hereof or in any definitive agreements executed in connection herewith or (z) reduce the aggregate amount of the Debt Financing contemplated thereunder and (ii) amend the Debt Commitment Letters to add lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Debt Commitment Letters as of the date of this Agreement, so long as any such addition would not reasonably be expected to prevent, materially hinder or materially delay the consummation of the Debt Financing or the transactions contemplated by this Agreement or the availability of the Debt Financing under the Debt Commitment Letters. Purchaser shall promptly deliver to Seller copies (redacted only as to fee amounts, dates and certain other economic terms, including in respect of “market flex” and “securities demand” provisions, in the case of the Fee Letters) of any such amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter or Fee Letters. (c) Prior to the Closing, Seller shall use reasonable best efforts to, and cause the members of the Alkali Group and their respective officers, employees and advisors, including financial and accounting advisors, of Seller and the members of the Alkali Group to, provide such cooperation as is reasonably requested by Purchaser in connection with the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller and its Subsidiaries), including (i) participating in a reasonable number of lender meetings and calls, drafting sessions, rating agency presentations, due diligence sessions (including accounting due diligence sessions) and sessions with prospective lenders, investors and ratings agencies, in each case at mutually agreed times; (ii) assisting Purchaser in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for any of the Debt Financing and (B) materials for rating agency presentations; (iii) providing the Required Financial Information; (iv) requesting that its independent auditors cooperate with the Debt Financing and using commercially reasonable efforts to cause such independent auditors to provide customary “comfort” letters (including “negative assurance” comfort), together with drafts of such comfort letters such independent accountants are prepared to deliver upon the “pricing” of any high-yield bonds being issued in lieu of any portion of the Debt Financing; and (v) participation by the senior management team of the Business in the marketing activities undertaken in connection with the marketing of the Debt Financing, including (A) assisting in the preparation of a customary bank book, confidential information memorandum, lender presentations, syndication documents, business projections and similar documents and (B) attending a reasonable number of meetings at mutually agreeable times with prospective lenders or debt investors, sessions with rating agencies for the Debt Financing and due diligence sessions; ((vi) providing customary authorization and/or representation letters in connection with the distribution of the bank information memoranda contemplated by the Debt Commitment Letters to prospective lenders and identifying any portion of the information therein that constitutes material non-public information regarding the Business, Seller or its Subsidiaries; provided that such letters and confirmations expressly state that (x) Seller shall not have any liability of any kind or nature resulting from the use of information in connection with their cooperation with arranging the Debt Financing and (y) the recipient of such letters of authorization shall be entitled to rely only on the representations and warranties contained in the Debt Financing documents; (vii) facilitating the execution and delivery by the appropriate officers of Alkali Holdco. of loan agreements, pledge and security documents and other cash definitive documents and/or certificates contemplated by the Debt Commitment Letters; (viii) cooperating in the replacement or backstop of Buyer on any outstanding letters of credit issued for the account of the Business or any joint venture thereof; (ix) furnishing Purchaser and the Debt Financing Sources at least five Business Days prior to the Closing Date with all documentation and other information with respect to the Business required by the Debt Commitment Letters required under applicable “know your customer” and anti-money laundering laws, rules and regulations, including the U.S. PATRIOT Act to the extent requested not less than 10 Business Days prior to the Closing Date; and (x) consenting to the use of the logos of the Business so long as such use is not reasonably likely to harm or disparage the Business or its reputation, willgoodwill, products, services, offerings or intellectual property rights; provided that (v) neither Seller nor any of its Affiliates shall be required to pay any commitment or other similar fee, provide any security, make any representations, provide any indemnification or incur any other Liability in connection with the Debt Financing (w) the effectiveness of any documentation executed by Seller with respect to the Debt Financing shall be subject to the consummation of the Closing, (x) neither any Persons who are directors of the Seller or any of its subsidiaries at any time prior to the Closing (“Pre-Closing Directors”) nor Seller or any of its Subsidiaries shall be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing Seller nor any of its Affiliates shall be required to deliver (1) any financial information in a form not customarily prepared by the Seller or its Affiliates or (2) any financial information with respect to a fiscal period that has not yet ended, and (z) Purchaser shall promptly, upon request by Seller, reimburse and indemnify Seller for all costs or Liabilities incurred by Seller or any of its Affiliates in connection with the Debt Financing (including any Alternative Financing), any such cooperation pursuant to this Section 5.21 or any information utilized in connection therewith (other than historical information relating to the Business provided by Seller and or its Subsidiaries in writing for the purpose of arranging the Debt Financing), except to the extent such costs or Liabilities are the direct result of the gross negligence or willful misconduct of the Seller or any of its Subsidiaries or other representatives (acting in their capacity as such) . The obligations of Purchaser in the aggregate, be sufficient for the satisfaction foregoing clause (z) shall survive any termination of all of Buyer’s obligations under this Agreement. Any information provided to Purchaser pursuant to this Section 5.21(c) shall be subject to the Confidentiality Agreement and Section 5.2.

Financing. Buyer Parent has delivered provided to Seller the Company true and complete copies of (i) the fully executed copies of the Commitment Lettercommitment letter, dated as of December 2July 7, 20142009, by between Parent and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank each of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. Foothill LLC and U.S. Capital Source Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment LetterFinancing Commitments”), pursuant to which, and subject to the terms and conditions thereof, which each of the parties thereto (other than Buyer) have severally Xxxxx Fargo Foothill LLC and Capital Source Bank has agreed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein (the provision “Debt Financing”) for the purpose of such funds funding the transactions contemplated by this Agreement, and (ii) (A) the fully executed equity commitment letter, dated as of the date hereof, between Parent and STG III, L.P. and STG III-A, L.P. (the “STG Equity Commitment”) and (B) the fully executed equity and debt commitment letter between Parent and Xxxxxxx Associates, L.P. and Xxxxxxx International, L.P. (the “Xxxxxxx Equity Commitment” and, together with the STG Equity Commitment, the “Equity Financing Commitments” and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which each of XXX XXX, X.X., XXX XXX-X, L.P., Xxxxxxx Associates, L.P. and Xxxxxxx International, L.P. has committed to invest the amount set forth thereintherein on the terms and subject to the conditions set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”) for the purposes set forth in such Debt Commitment Letter). The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to As of the date hereof, none of this Agreementthe Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Commitment Letter Financing Commitments have not been withdrawn, modified withdrawn or rescinded in any respect prior to the date of this Agreementrespect. The Debt Commitment Letter is Financing Commitments are in full force and effecteffect and constitute the legal, valid and Buyer binding obligations of each of Parent, Merger Subsidiary and the other parties thereto (except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application (regardless of whether such enforceability is not, and to the knowledge of Buyer, none of the Financing Sources are, considered in default a proceeding in equity or breach of the terms of the Debt Commitment Letterat law)). There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Financing, other than as described expressly set forth in the Debt Commitment LetterFinancing Commitments, and Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition to the Financing, or that the Financing will not be made available to Parent on the Closing Date (assuming in each case compliance by the Company with its covenants hereunder and the continuing accuracy of the Company’s representations and warranties hereunder). Subject to the terms and conditions of the Debt Commitment LetterFinancing Commitments, the net aggregate proceeds contemplated from of the Financing, Financings together with other cash the Company Cash Deposit is an amount sufficient to consummate the Merger upon the terms contemplated by this Agreement and pay all related fees and expenses of Buyer on the Closing DateParent, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under Merger Subsidiary and their respective Representatives pursuant to this Agreement.

Financing. Buyer (a) Purchaser has delivered to Seller true received and complete fully accepted executed copies of the Commitment Letterand binding commitment letters dated February 3, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement 2015 (the “Debt Commitment LetterLetters”) from UBS Securities LLC, UBS AG, Stamford Branch, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Royal Bank of Canada and RBC Capital Markets (collectively, the “Lenders”), pursuant relating to whichthe commitment of the Lenders to provide, and subject to the terms and conditions thereof, each the full amount of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth debt financing stated therein (the provision “Debt Financing”). (b) Purchaser has delivered to Seller true, complete and correct copies of such funds the executed Debt Commitment Letters, attached hereto as Exhibit F (including, the exhibits and annexes thereto), and any fee letters (the “Fee Letters”) related thereto (with only fee amounts, dates and certain other economic terms, including in respect of the “market flex” and “securities demand” provisions, redacted) (none of which would adversely affect the amount or availability of the Debt Financing). (c) Except as set forth therein, in the “Financing”) for the purposes set forth in such Debt Commitment LetterLetters, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. Other than the Debt Commitment Letters and the Fee Letters, there are no side letters or other agreements, contracts or arrangements (except for customary engagement letters) relating to the funding or investing, as applicable, of the full amount of the Debt Financing. (d) The Debt Financing, when funded in accordance with the Debt Commitment Letters, together with available cash on hand (taking into account any restrictions on use and costs of repatriation), will provide Purchaser with cash proceeds on the Closing Date in an amount sufficient to consummate the transactions contemplated by this Agreement on the terms contemplated hereby, including the payment of the Purchase Price, and to pay related fees and expenses. (e) Assuming the satisfaction of the conditions in Sections 8.1 and 8.2, to the Knowledge of Purchaser, there is no fact or occurrence as of the date hereof that would cause the conditions to funding of the Debt Financing not to be satisfied at or before the Closing, and Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of the Closing to be satisfied by it contained in the Debt Commitment Letters. (f) The Debt Commitment Letters are valid, binding and enforceable in accordance with their respective terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), and are in full force and effect, and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchaser under the terms and conditions of the Debt Commitment Letters. As of the date of this Agreement, no Debt Commitment Letter or Fee Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreementwaived, and the respective commitments contained in the Debt Commitment Letter Letters have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreementrescinded. The Debt Commitment Letter is Purchaser has paid in full force any and effect, and Buyer is not, and all commitment fees or other fees or expenses required to the knowledge of Buyer, none of the Financing Sources are, in default or breach of be paid pursuant to the terms of the Debt Commitment Letter. There are no conditions precedent Letters on or contingencies related to before the funding date of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement. (g) In no event shall the receipt or availability of any funds or financing by Purchaser or any of its Affiliates or any other financing or other transactions be a condition to any of Purchaser’s obligations hereunder.

Financing. Buyer (a) Parent is a party to and has accepted a fully executed commitment letter dated November 5, 2019 (as the same may be amended or replaced, in each case in accordance with Section 5.16(a), the “Commitment Letter”) from the lenders party thereto (collectively, the “Lenders”) pursuant to which the Lenders have agreed, subject to the terms and conditions thereof, to provide debt financing in the amounts set forth therein. The debt financing committed pursuant to the Commitment Letter is collectively referred to in this Agreement as the “Financing.” (b) Parent has delivered to Seller true the Company a true, complete and complete fully correct copy of the executed copies Commitment Letter and any fee letters related thereto, subject, in the case of such fee letters, to redaction solely of fee, pricing, “price flex” and other economic provisions that could not reasonably be expect to affect the conditionality, enforceability, availability or principal amount of the Financing. (c) Except as expressly set forth in the Commitment Letter, there are no conditions precedent to the obligations of the Lenders to provide the Financing in the amount contemplated by the Commitment Letter. Assuming the satisfaction of the conditions set forth in Sections 6.2(a) and 6.2(b), Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Commitment Letter on or prior to the Closing Date, nor does Parent have Knowledge that any of the Lenders will not perform its obligations thereunder. 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 Financing that could affect the conditionality, enforceability, principal amount or availability of the Financing contemplated by the Commitment Letter. (d) Assuming the satisfaction of the conditions set forth in Sections 6.2(a) and 6.2(b), the Financing, when funded in accordance with the terms of the Commitment Letter, dated as together with available cash of December 2the Company and the Company Subsidiaries, 2014Parent, by the Parent Subsidiaries and among BuyerMerger Sub, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank will provide Parent with net cash proceeds on the Closing Date sufficient for the satisfaction of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. all of Parent’s and U.S. Bank National AssociationMerger Sub’s obligations under this Agreement and under the Commitment Letter, including the payment of the cash portion of the Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation, any payments in respect of equity compensation obligations to be made in connection with the Merger, and any repayment or refinancing of any outstanding indebtedness of Parent, the Company and their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letter (such amounts, collectively, the “Merger Amounts”). (e) The Commitment Letter constitutes the legal, valid and binding obligation of all exhibitsthe parties thereto and is in full force and effect (except as such enforceability may be limited by the Enforceability Exceptions). As of the date hereof, schedulesno event has occurred which (with or without notice, annexes lapse of time or both) would constitute a breach or failure to satisfy a condition by Parent under the terms and amendments conditions of the Commitment Letter, and Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied by Parent on a timely basis or that the Financing will not be available to Parent on the date of the Closing. Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letter on or before the date of this Agreement, and will pay in full any such letter amounts due on or before the Closing Date. As of the date hereof, (i) the Commitment Letter has not been modified, amended or altered, (ii) none of the respective commitments thereunder has been withdrawn or rescinded in effect any respect and (iii) to the Knowledge of Parent, no modification or amendment to the Commitment Letter is currently contemplated (except any modification or amendment solely to the extent necessary to add lenders, lead arrangers, book-runners, syndication agents or similar entities that have not executed the Commitment Letter as of the date of this Agreement (including in replacement of a Lender)). (f) In no event shall the “Debt Commitment Letter”)receipt or availability of any funds or financing (including, pursuant to which, and subject to for the terms and conditions thereof, each avoidance of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth thereindoubt, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amendedby Parent, restated Merger Sub or otherwise modified any of their respective affiliates or waived prior any other financing or other transactions be a condition to the date any of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified Parent’s or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of BuyerMerger Sub’s obligations under this Agreement.

Financing. Buyer has delivered (a) The financing required to Seller true consummate the Merger, to refinance all existing indebtedness of Parent, Merger Sub and complete fully executed copies of the Commitment LetterCompany, dated as of December 2in each to the extent required in order to consummate the Merger and the other Transactions, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. to pay related fees and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments expenses is collectively referred to such letter in effect as of the date of this Agreement as the “Financing”. Parent and Merger Sub received a commitment letter dated June 22, 2006 (the “Debt Commitment Letter”), pursuant to whichfrom UBS Securities LLC, UBS Loan Finance LLC, Credit Suisse Securities (USA) LLC and subject Citigroup Global Markets, Inc. (the “Lenders”) relating to the terms and conditions thereof, each commitment of the parties thereto (other than Buyer) have severally agreed Lenders to lend provide the amounts set forth therein (Financing. Parent has provided the provision Company with a complete and correct copy of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letterletter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to As of the date of this Agreement, Parent and Merger Sub have no reason to believe that any of the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior conditions to the date of Financing will not be satisfied or that the funds for the Financing will not be available on a timely basis for the transactions contemplated by this Agreement. The Debt Commitment Letter is in full force At the Effective Time, Parent and effect, and Buyer is not, Merger Sub will have available all of the funds necessary for the acquisition of all shares of Common Stock pursuant to the Merger and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s perform their respective obligations under this Agreement. (b) Immediately after the Effective Time and after giving effect to any change in the Surviving Corporation’s assets and liabilities as a result of the Merger, the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the fair saleable value of its assets is less than the amount required to pay its probable liability on existing debts as they mature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred liabilities beyond its ability to pay as they become due. For purposes hereof, the Company will be deemed to be “Insolvent” if any of the conditions described in clause (i), (ii) or (iii) above are applicable to the Company prior to the Effective Time.

Financing. Buyer (a) Parent has delivered to Seller the Company true and complete copies of fully executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such commitment letter in effect as of the date of this Agreement (the “Debt Commitment Letter”), pursuant to whichdated as of April 27, 2011, by and subject to the terms between Parent and conditions thereof, each of X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, N.A., confirming the parties commitments of the lender party thereto (other than Buyer) have severally agreed to lend provide Parent with debt financing in connection with the amounts set forth therein transactions contemplated hereby (the provision of such funds as set forth therein, the “Debt Financing”). (b) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effecteffect and is a valid and binding obligation of Parent and, and Buyer is not, and to the knowledge of BuyerParent, none the other parties thereto. As of the Financing Sources aredate hereof, the Debt Commitment Letter has not been amended or modified in any respect, and the commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, other than pursuant to the “Fee Letter” referred to therein (a true, correct and complete copy of which has been made available to the Company prior to the date of this Agreement, subject to the redaction of certain fee and market flex provisions of such Fee Letter). 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 the terms of Parent or Merger Subsidiary under the Debt Commitment Letter. There Except for the payment of customary fees, there are no conditions precedent or contingencies related to the funding of the full amount of the Debt Financing other than as described the conditions precedent set forth in or contemplated by the Debt Commitment Letter, and as of the date hereof Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or that the Debt Financing will not be made available to Parent prior to the consummation of the Merger. Subject to the terms and conditions of the Debt Commitment Letter, the net aggregate proceeds contemplated from of the Debt Financing, if funded, together with other available cash of Buyer on the Closing DateParent, willis in an amount sufficient to pay the aggregate Company Share Cash Consideration and Preferred Share Cash Consideration upon the terms contemplated by this Agreement and pay all related fees and expenses of Parent, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under Merger Subsidiary and their respective Representatives pursuant to this Agreement.

Financing. Buyer has delivered to Seller Attached hereto as Exhibit C is a true and complete fully copy of an executed copies of the Commitment Letterdebt commitment letter, dated a redacted (as of December 2to fees and certain other economic terms, 2014but not as to conditionality) fee letter and related term sheets (as amended or otherwise modified, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”)) from Xxxxx Fargo Bank, National Association, WF Investment Holdings, LLC and Xxxxx Fargo Securities, LLC (the “Lenders”) pursuant to which, and subject to the terms and conditions thereofof which, each of the parties thereto (other than Buyer) Lenders have severally agreed committed to lend provide Parent and/or Merger Sub with loans in the amounts set forth described therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter). The Debt Commitment Letter has not been amendedis a legal, restated valid and binding obligation of Parent or otherwise modified or waived prior Merger Sub and, to Parent’s knowledge, the other parties thereto, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). As of the date of this Agreementhereof, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is nothas not been withdrawn, and to the knowledge of Buyer, none rescinded or terminated or otherwise amended or modified in any respect. As of the Financing Sources aredate hereof, (i) neither Parent nor Merger Sub is in default or breach of any of the terms of or conditions set forth in the Debt Commitment Letter, and (ii) to Parent’s knowledge, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach, default or failure by Parent or Merger Sub to satisfy any condition precedent set forth therein. There As of the date hereof, no Lender has notified Parent or Merger Sub of its intention to terminate the Debt Commitment Letter or not to provide the Financing. The net proceeds from the Financing, together with cash on hand at the Parent, will be sufficient to consummate the Merger and the other transactions contemplated by this Agreement, including the payment by Parent and Merger Sub of the aggregate Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation, and any related repayment or refinancing of any Indebtedness of Company or any of its Subsidiaries, and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. Parent or Merger Sub has paid in full any and all commitment or other fees required by the Debt Commitment Letter that are due as of the date hereof. Other than the Debt Commitment Letter, there are no side letters, understandings or other agreements or arrangements setting forth conditions precedent or other contingencies related to the funding of the full amount of the Financing to which Parent, Merger Sub or any of their respective Affiliates are a party. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing or the conditions precedent thereto, other than as described explicitly set forth in the Debt Commitment LetterLetter (the “Disclosed Conditions”). Subject As of the date hereof, neither Parent nor Merger Sub has any legally binding obligation to accept any condition precedent to such funding other than the Disclosed Conditions, nor any reduction to the terms and conditions of aggregate amount available under the Debt Commitment Letter, Letter on the net proceeds contemplated from Closing Date (nor any term (including any flex or original issue discount term) or condition which would have the Financing, together with other cash effect of Buyer reducing the aggregate amount available under the Debt Commitment Letter on the Closing Date). As of the date hereof, willneither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing at the Closing, in or that the aggregateFinancing will not be available to Parent or Merger Sub on the Closing Date. For the avoidance of doubt, be sufficient for the satisfaction of all of Buyer’s obligations it is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing or any alternative financing.

Financing. Buyer (a) TopCo Parent has delivered to Seller true the Company a true, complete and complete correct copy of a fully executed copies senior debt facility amendment agreement, together with any related fee letters (in the case of the Commitment Letterfee letters, redacted only for provisions related to fee amounts and other economic terms, none of which would reasonably be expected to adversely affect the availability of the Debt Financing, relate to the termination or conditionality of, or contain any non-economic conditions precedent to, the funding of the Debt Financing or reduce the aggregate amount of the Debt Financing below the amount, together with the Equity Financing, and any cash of the Company and its Subsidiaries, necessary to pay the Merger Amounts, in each case, on the Closing Date), dated as of December 2, 2014the date hereof, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. between the Financing Sources party thereto and U.S. Bank National AssociationTopCo Parent providing for debt financing as described therein (together, including all exhibits, schedulesschedules and annexes, annexes and amendments to such letter as may be amended, restated, supplemented or replaced, in effect as of the date of this Agreement (each case, in accordance with Section 7.05, the “Debt Commitment LetterLetters”), pursuant to which, and subject to upon the terms and subject only to the conditions thereofset forth therein, each of the parties Debt Financing Sources party thereto (other than Buyer) have severally agreed to lend the amounts set forth therein on the Closing Date (the provision “Debt Financing”). (b) TopCo Parent has delivered to the Company a true, complete and correct copy of such funds a fully executed equity placing agreement, dated as of the date hereof, by and among Canaccord Genuity Limited (the “Bookrunner”) and TopCo Parent, and a Bookrunner book building confirmation letter confirming that TopCo Parent has demand from its equity investors for equity financing for no less than $100 million (each as may be amended, restated, supplemented or replaced, in each case, in accordance with Section 7.05, together the “Equity Letters” and, together with the Debt Letters, the “Financing Letters”) pursuant to which, upon the terms and subject to the conditions set forth therein, TopCo Parent is positioned to receive the amount set forth therein on the Closing Date (the “Equity Financing” and together with the Debt Financing, the “Financing”). Members of TopCo Parent’s Board of Directors holding together not less than thirty percent (30%) for of TopCo Parent’s outstanding ordinary shares as of the purposes set forth date hereof, have agreed, pursuant to legally binding undertakings to TopCo Parent, to vote all of their respective holdings of TopCo Parent’s ordinary shares in such Debt Commitment Letter. The Debt Commitment Letter has not been amendedfavor of the Pre-Emptive Rights Waiver. (c) As of the date hereof, restated or otherwise modified or waived prior the Financing Letters (and, as to the date of this AgreementDebt Letters, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is underlying senior debt facility amended thereby) are in full force and effecteffect and constitute the valid, binding and Buyer is notenforceable obligations of TopCo Parent, and the Bookrunner and, to the knowledge of BuyerTopCo Parent, none the other parties thereto, enforceable in accordance with their terms (subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity)). As of the Financing Sources aredate hereof, in default or breach of the terms of the Debt Commitment Letter. There there are no conditions precedent or contingencies subsequent related to the funding of the full amount of the Financing contemplated by the Financing Letters, other than as described the conditions precedent set forth in the Financing Letters (such conditions precedent, the “Financing Conditions”). (d) As of the date hereof, the Financing Letters have not 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 TopCo Parent, or, to the knowledge of TopCo Parent, any other party thereto, and no such termination, reduction, withdrawal or rescission is contemplated by TopCo Parent or, to the knowledge of TopCo Parent, any other party thereto (except for amendments to add additional Financing Sources thereto). (e) As of the date hereof, assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Offer and the Merger have been satisfied or waived, then TopCo 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 TopCo Parent on the Closing Date or at any time thereafter. (f) As of the date hereof, TopCo Parent is not in default or breach under the terms and conditions of either of the Financing Letters (and, as to the Debt Commitment Letter. Subject Letters, the underlying senior debt facility amended thereby) 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 Financing Letters (and, as to the Debt Commitment LetterLetters, the net proceeds contemplated from underlying senior debt facility amended thereby), in each case, by TopCo Parent. (g) As of the date hereof, there are no side letters, understandings or other agreements or arrangements relating to the Financing Letters or the Financing to which TopCo Parent, or its Affiliates is a party that would reasonably be expected to adversely affect the availability of the Financing, together with add any term or condition that would have the effect of materially reducing the aggregate amount available under the Financing, add any term or condition that would prevent the closing of the Financing or that would substantially delay the Closing or would reasonably be expected to adversely affect the Financing contemplated by the Financing Letters in any respect, other cash of Buyer than those set forth in the Financing Letters. (h) TopCo Parent or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees and amounts required by the Financing Letters to be paid on or prior to the date hereof. TopCo Parent or an Affiliate thereof on its behalf will fully pay when due any and all commitment or other fees and amounts required by the Financing Letters to be paid on or prior to the Closing Date. (i) None of (1) the execution, willdelivery or performance of the Financing Letters, (2) the borrowing of money nor granting of Liens under the Financing, or (3) any action (including any internal reorganization, designation of Subsidiaries as “unrestricted subsidiaries,” any investment in any Subsidiary or unrestricted Subsidiary and any restricted payment necessary to have cash available to pay the Merger Amounts and consummate the Contemplated Transactions), in each case, that is required to satisfy the aggregateconditions precedent under the Financing Letters conflicts with, constitutes a default under or requires consent of any Person under any credit agreement, note purchase agreement, indenture or other Contract with respect to indebtedness for borrowed money to which TopCo Parent or any Subsidiary of TopCo Parent is a party or by which any of their respective properties or assets is bound, except to the extent required by the underlying senior debt facility amended by the Debt Letters. (j) Assuming the funding of the Financing in accordance with the Financing Letters, TopCo Parent will have at and as of the Closing Date sufficient available funds, including all available funds of TopCo Parent, the Company and their respective Subsidiaries, to cause Parent and Merger Sub, as the case may be, to consummate the Offer and the Merger and to make all payments required to be sufficient made in connection therewith, including the payment of the aggregate amount required to be paid for all shares of the satisfaction Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer, the payment of the aggregate Merger Consideration, any payments made in respect of equity compensation obligations to be paid in connection with the Contemplated Transactions, the payment of any debt under the Existing Company Credit Agreement required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger (including all indebtedness of Buyer’s obligations the Company and its Subsidiaries under the Existing Company Credit Agreement 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 AgreementAgreement and all associated costs and expenses of the Offer and the Merger (such amounts, collectively, the “Merger Amounts”).

Financing. Buyer (i) Parent has delivered to Seller true the Company correct and complete fully executed copies of the Commitment Letter(x) an executed commitment letter among Parent and Xxxxxxx Xxxxx Bank USA and (y) an executed commitment letter among TerraForm Power Operating, dated as of December 2, 2014, by LLC and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Sachs Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. USA,(each document in (x) and U.S. Bank National Association(y), including all any related exhibits, schedules, annexes annexes, supplements and amendments to such letter in effect as of other related documents), each dated on or about the date of this Agreement (as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with this Agreement, the “Debt Commitment LetterFinancing Commitments”), from each of the financing sources identified therein (collectively, the “Debt Financing Sources”), pursuant to whichwhich the Debt Financing Sources have committed, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend provide debt financing in the amounts set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Affiliate Sale (the provision of such funds as set forth thereincollectively, the “Debt Financing”), together with a customarily redacted fee letter from the Debt Financing Sources related to the Debt Financing (the “Fee Letter”). (ii) Except for the purposes Fee Letter or as expressly set forth in such the Debt Commitment Letter. The Debt Commitment Letter has not been amendedFinancing Commitments, restated or otherwise modified or waived prior to as of the date of this Agreement, and there are no side letters or other agreements, Contracts or written arrangements to which Parent or any of its affiliates is a party related to the respective commitments contained in funding or investing, as applicable, of the Debt Commitment Letter Financing which could reasonably be expected to adversely affect the availability of the Debt Financing contemplated by the Debt Financing Commitments. Assuming satisfaction of the conditions set forth in Section 6.01 (to the extent any such condition is a condition under the control of the Company) and Section 6.03, Parent does not have not been withdrawnany reason to believe, modified or rescinded in any respect prior to as of the date of this Agreement. The Debt Commitment Letter is in full force , that it or any of its subsidiaries or affiliates will be unable to satisfy all conditions to be satisfied by it, its subsidiaries and effect, and Buyer is not, and its controlled affiliates with respect to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms any of the Debt Commitment Letter. There Financing Commitments at the time it, its subsidiaries and its affiliates is required to consummate the Closing hereunder or that the Debt Financing will not be available to Parent or its affiliates party thereto at the Closing, including any reason to believe that any of the Debt Financing Sources will not perform their respective funding obligations under the Debt Financing Commitments in accordance with their respective terms and conditions. (iii) As of the date hereof, there are no conditions precedent or other contingencies (including pursuant to any “flex” provisions) related to the funding of the full amount of the Debt Financing pursuant to the Debt Financing Commitments, other than as described expressly set forth in the Debt Commitment LetterFinancing Commitments. Subject Assuming the Debt Financing is funded in accordance with the Debt Financing Commitments, the net proceeds contemplated by the Debt Financing Commitments, together with other financial resources of Parent, whether directly held or available for use by Parent, and its controlled affiliates including cash on hand and the proceeds of loans under existing credit facilities of Parent or its controlled affiliates on the Closing Date and funds that will be provided by controlled affiliates of Parent pursuant to the Affiliate Sale Agreement, in the aggregate, shall 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 and under the Debt Financing Commitments, including the payment of any amounts required to be paid pursuant to Article II, any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation in connection with the Merger and the Debt Financing and any indebtedness required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied in connection with the Merger (including all indebtedness of the Company and its subsidiaries required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied in connection with the Merger). (iv) As of the date of this Agreement, the Debt Financing Commitments are in full force and effect and constitute valid and binding obligations of Parent and any of its affiliates party thereto and, to the knowledge of Parent, each other party thereto, enforceable in accordance with their terms against Parent and any of its affiliates party thereto and, to the knowledge of Parent, each other party thereto (except as such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally, and general equitable principles) and, as of the date of this Agreement, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Parent or any affiliate of Parent or, to the knowledge of Parent, any other party thereto under the terms and conditions of the Debt Financing Commitments. Parent (or its applicable affiliate) has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Debt Financing Commitments and the Fee Letters on or before the date of this Agreement. As of the date hereof, (i) none of the Debt Financing Commitments or Fee Letters has been modified, amended or otherwise altered (and no such modification, amendment or alteration is contemplated by Parent or, to the knowledge of Parent, any other party thereto) and (ii) none of the respective commitments under any of the Debt Financing Commitments have been withdrawn, terminated or rescinded (and no such withdrawal, termination or recission is contemplated by Parent or, to the knowledge of Parent, any other party thereto). (v) Neither Parent nor Merger Sub is entering into this Agreement or the Debt Financing Commitment Letterwith the intent to hinder, delay or defraud either present or future creditors. Assuming (i) satisfaction of the conditions to Parent’s obligation to consummate the Merger and (ii) the payment of the aggregate Merger Consideration payable to the holders of Company Common Stock and equity awards pursuant to Article II, payment of all amounts required to be paid in connection with the consummation of the Merger and the other transactions contemplated hereby, indebtedness incurred pursuant to the issuance of the Convertible Notes pursuant to the Merger, and payment of all related fees and expenses, each of Parent and the Surviving Corporation will be Solvent as of the Effective Time and immediately after the consummation of the transactions contemplated hereby. For the purposes of this Agreement, the net proceeds contemplated from term “Solvent” when used with respect to any person, means that, as of any date of determination (a) the Financing, together with other cash amount of Buyer on the Closing Date, “fair saleable value” of the assets of such person will, as of such date, exceed (i) the value of all “liabilities of such person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with applicable laws governing determinations of the aggregateinsolvency of debtors, and (ii) the amount that will be sufficient required to pay the probable liabilities of such person on its existing debts (including contingent and other liabilities) as such debts become absolute and mature, (b) such person will not have, as of such date, an unreasonably small amount of capital for the satisfaction operation of all the businesses in which it is engaged or proposed to be engaged following such date, and (c) such person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of Buyer’s this definition, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged” and “able to pay its liabilities, including contingent and other liabilities, as they mature” means that such person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations under this Agreementas they become due.

Financing. Buyer has Parent and Merger Sub have delivered to Seller the Company a true and complete fully executed copies copy of the Commitment Letterdebt commitment letter, dated as of December 2January 21, 20142011, from Macquarie Capital (USA) Inc. and MIHI LLC (the “Debt Financing Commitment”), regarding the amounts set forth therein for the purposes of financing the Merger and the other transactions contemplated by this Agreement and among Buyerrelated fees and expenses (the “Debt Financing”). Parent and Merger Sub have delivered a true and complete copy of the equity commitment letter, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect dated as of the date of this Agreement Agreement, from the MidOcean Partners III, L.P. and its affiliated investment funds (the “Equity Financing Commitment” and together with the Debt Commitment LetterFinancing Commitment, the “Financing Commitments”), pursuant to which, and subject to regarding the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts proposed equity investments set forth therein (the provision of such funds as set forth therein“Equity Financing” and together with the Debt Financing, the “Financing”) for the purposes set forth in such Debt Commitment Letter). The Debt Commitment Letter has Financing Commitments, in the forms so delivered, are in full force and effect and are legal, valid and binding obligations of Parent and Merger Sub and, to the Knowledge of Parent, the other parties thereto. The Financing Commitments have not been amended, restated amended or otherwise modified or waived prior to the date of this Agreement, no such amendment or modification is contemplated, and the respective commitments commitment contained in the Debt Commitment Letter Financing Commitments have not been withdrawn, modified withdrawn or rescinded in any respect prior to respect. As of the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is notno event has occurred which, and with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge Knowledge of BuyerParent, none any other party thereto under any term or condition of the Financing Sources are, in default Commitments; provided that Parent is not making any representation or breach warranty regarding the effect of any inaccuracy of the terms of the Debt Commitment Letterrepresentations and warranties in Article IV. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing other than as described expressly set forth in the Debt Commitment LetterFinancing Commitments. Subject Parent has fully paid, or will fully pay when due, any and all commitment and other fees required to be paid in connection with the terms Financing Commitments. Assuming (i) the accuracy of Section 4.03 (except to a de minimis extent), (ii) the accuracy of all other representations and conditions warranties set forth in Article IV in all material respects and (iii) the performance by the Company in all material respects of its obligations under Section 6.01, and that the Financing Commitments are fully funded, including the funding in full of the term loan in the amount of $410,000,000 under the Debt Commitment LetterFinancing, the net proceeds contemplated from of the Financing, together with other the unrestricted cash of Buyer on or cash equivalents available to the Closing DateCompany, will, in the aggregate, will be sufficient for the satisfaction of Parent and Merger Sub to pay the aggregate Merger Consideration and to pay all of Buyer’s obligations under the fees and expenses relating to the consummation of the Merger and the other transactions contemplated hereby. As of the date of this Agreement, Parent 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 Financing Commitments; provided that Parent is not making any representation regarding the accuracy of the representations and warranties set forth in Article IV, or compliance by the Company of its obligations hereunder.

Financing. Buyer (a) RMT Parent has delivered to Seller true GPC a true, complete and complete fully executed copies copy of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Associationa commitment letter, including (i) all exhibits, schedules, annexes attachments and amendments to such commitment letter in effect as of the date of this Agreement and (ii) any associated fee letters (solely in the case of the administrative agent fee letter, redacted in a customary manner solely with respect to fees payable and economic terms (other than covenants) that are confidential, none of which redacted provisions would reduce the aggregate principal amount of the RMT Financing, impose additional conditions with respect thereto, or otherwise affect the enforceability or availability of the RMT Financing) (together, the “Debt RMT Commitment Letter” and, together with the SpinCo Commitment Letter, the “Commitment Letters”) from the lead arrangers, lenders and other financing sources party thereto (together with all additional lead arrangers, lenders and other financing sources added to the RMT Commitment Letter or any Alternative RMT Commitment Letter, the “RMT Lenders“ and, together with the SpinCo Lenders, the “Lenders”), pursuant to which, and among other things, the RMT Lenders have, subject to the terms and conditions thereofset forth therein, each of committed to RMT Parent to provide or cause to be provided to Essendant Co. (the parties thereto (other than Buyer“RMT Borrower”) have severally agreed to lend debt financing in the amounts aggregate amount set forth therein (the provision of such funds bank financings contemplated by the RMT Commitment Letter, being referred to as set forth therein, the “RMT Financing“; the RMT Financing together with the SpinCo Financing, each a “Financing” and together the “Financings”). As of the date of this Agreement, (x) for the purposes set forth in such Debt Commitment Letter. The Debt RMT Commitment Letter has not been amended, restated restated, waived or otherwise modified or waived prior to the date of this Agreement, and (y) the respective commitments contained in the Debt RMT Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to respect. Except for the date of this Agreement. The Debt RMT Commitment Letter is in full force and effect(together with all ancillary documents referenced therein), and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There there are no conditions precedent side letters or contingencies other Contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to the funding of the full amount of the Financing other than as described RMT Financing. (b) As of the date of this Agreement, the RMT Commitment Letter, in the Debt Commitment Letter. Subject form so delivered, is in full force and effect and is a legal, valid and binding obligation of RMT Parent and, to the terms knowledge of RMT Parent, the other parties thereto (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium and conditions similar laws affecting creditors’ rights and remedies generally and to general principles of equity). As of the Debt date of this Agreement (assuming the accuracy of the representations and warranties and undertakings of each of GPC and SpinCo under this Agreement for such purpose), (x) no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of RMT Parent under any term or condition of the RMT Commitment Letter and (y) RMT Parent is not aware of any fact, event or any other occurrence that makes any of the representations or warranties of RMT Parent in the RMT Commitment Letter inaccurate in any material respect. RMT Parent has fully paid, or caused to be fully paid, any and all commitment fees, any other fees or any other amounts required by the RMT Commitment Letter to be paid on or before the date of this Agreement. At the Closing, assuming the RMT Financing is funded in accordance with the RMT Commitment Letter, the net proceeds of the RMT Financing will be sufficient to repay all outstanding obligations under the Existing RMT Credit Agreement and pay all related fees and expenses associated with the foregoing (the “RMT Financing Transactions”). Other than as set forth in the RMT Commitment Letter, there are no conditions precedent to the funding of the full amount of the RMT Financing. As of the date of this Agreement, and subject to the satisfaction of all the conditions set forth in Section 8.01 and Section 8.03, RMT Parent has no reason to believe that any of the conditions to the RMT Financing that are required to be satisfied by it or any other party to the RMT Commitment Letter as a condition to the obligations under the RMT Commitment Letter will not be satisfied on a timely basis or that the RMT Financing contemplated from by the Financing, together with other cash of Buyer RMT Commitment Letter will not be available to RMT Borrower on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement.

Financing. Buyer (a) Parent has delivered to Seller true the Company true, complete and complete fully executed correct copies of the Commitment Letterexecuted debt commitment letter, dated as of December 2the Execution Date, 2014between Parent, by Merger Sub and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Bank PLC and Royal Bank of AmericaCanada and the executed fee letter associated therewith (provided that provisions in the fee letter related to fees, N.A.pricing and “flex” provisions as well as other thresholds, Xxxxx Fargo Securities LLCcaps or other items but only to the extent not affecting conditionality, Xxxxx Fargo Bankmay be redacted (such commitment letter, N.A. and U.S. Bank National Association, including together with all exhibits, schedules, annexes annexes, supplements and amendments thereto (including as modified to such letter in effect as of add additional lenders or other parties thereto) and the date of this Agreement (fee letter, collectively, the “Debt Commitment LetterFinancing Commitment”), pursuant to which, upon the terms and subject to the terms conditions set forth therein, Barclays Bank PLC and conditions thereof, each Royal Bank of the parties thereto (other than Buyer) Canada have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Debt Financing”) for the purposes set forth in such purpose of funding the transactions contemplated by this Agreement. As of the Execution Date, the Debt Financing Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to and, as of the date of this AgreementExecution Date, and the respective commitments contained in the Debt Financing Commitment Letter have not been withdrawn, modified terminated or rescinded in any respect prior respect. As of the Execution Date, there are, and are contemplated to be, no other agreements, side letters or arrangements relating to the date Debt Financing Commitment to which Parent or Merger Sub are a party (other than (a) as expressly set forth in the Debt Financing Commitment furnished to the Company pursuant to this Section 5.7(a) or (b) which does not impact the conditionality or aggregate amount of this Agreementthe Debt Financing). The As of the Execution Date, the Debt Financing Commitment Letter is in full force and effecteffect and constitutes the legal, valid and Buyer is notbinding obligations of each of Parent and Merger Sub and, and to Parent’s knowledge, the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letterother parties thereto. There are no conditions precedent or other contingencies related to the funding of Lender’s obligation to fund the full amount of the Financing Debt Financing, other than as described expressly set forth in the Debt Commitment LetterFinancing Commitment. Subject As of the Execution Date, assuming performance by the Company, the Principal Stockholders and the Stockholders’ Representatives of their obligations that are required to be performed prior to the terms Closing and conditions the accuracy of the representations and warranties set forth in Article 4, and Article 5, (a) the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Commitment Letter, the net proceeds contemplated from the FinancingFinancing Commitment, together with Parent and Merger Sub’s available cash on hand, cash equivalents and marketable securities, will be sufficient on the Closing Date for Parent and Merger Sub to pay the Closing Cash Consideration and fund the Escrow Fund, and all related fees and expenses and any other cash payment contemplated in this Agreement and (b) each of Buyer Parent and Merger Sub does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Parent and Merger Sub on the Closing Date. As of the Execution Date, willno event has occurred that would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent or Merger Sub under the Debt Financing Commitment; provided that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties set forth in Article 4, in and Article 5 or compliance by the aggregate, Company or the Stockholders (and their respective Affiliates) with their respective obligations hereunder. Parent has paid all commitment fees or other fees required to be sufficient paid on or prior to the Execution Date pursuant to the Debt Financing Commitment. The obligations of Parent and Merger Sub hereunder are not subject to any conditions regarding the ability of Parent and Merger Sub to obtain financing for the satisfaction consummation of all of Buyer’s obligations under this Agreementthe transactions contemplated hereby. Parent acknowledges that obtaining financing is not a condition to Closing.

Financing. Buyer has delivered Each of Parent and Merger Sub shall use its reasonable best efforts to Seller true take, or cause to be taken, all actions, and complete fully executed copies to do, or cause to be done, all things necessary, proper or advisable to arrange, and close concurrently with the Closing, debt financing on terms and conditions described in the Debt Commitment Letters and/or any Alternative Financing (as defined below) (including obtaining rating agency approvals, maintaining in effect the Debt Commitment Letters, satisfying on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the financing contemplated by the Debt Commitment Letters, negotiating and entering into definitive agreements with respect to the Debt Commitment Letters on terms and conditions contained therein or with respect to any Alternative Financing, satisfying all conditions applicable to Parent and Merger Sub in such definitive agreements that are within their respective control and, if necessary, borrowing pursuant to the Debt Commitment Letters in the event any “flex” provisions are exercised). Parent shall keep the Company Board informed on a reasonably current basis in reasonable detail of the status of its efforts to comply with the terms of, and satisfy the conditions contemplated by, the Debt Commitment LetterLetters in accordance with this Section 6.12 and shall not, dated as and shall not permit Merger Sub to, agree or permit any amendment, supplement or other modification to be made to, or any waiver of December 2any provision or remedy under, 2014the Debt Commitment Letters without obtaining the prior written consent of the Company Board if such amendment, supplement or other modification could reasonably be expected to impair, delay or prevent consummation of the Debt Financing. Parent shall give the Company Board prompt notice of any material breach by any party to the Debt Commitment Letters, any termination of any of the Debt Commitment Letters or any other circumstance, event or condition that would reasonably be likely to prevent, delay or impede the consummation of the financing contemplated by the Debt Commitment Letters, to the extent it becomes aware of such breach, termination, circumstance, event or condition. Parent shall not, and among Buyershall not permit any of its Affiliates to, X.X. Xxxxxx Securities LLCwithout the prior written consent of the Company, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Associationtake or fail to take any action or enter into any transaction, including all exhibitsany merger, schedulesacquisition, annexes and amendments joint venture, disposition, contract or debt or equity financing, that could reasonably be expected to such letter materially breach or make materially untrue any representation or warranty contained in effect as the Debt Commitment Letters or otherwise impair, delay or prevent consummation of the date Debt Financing (or, if applicable, of any Alternative Financing). In the event that all or any portion of the financing contemplated by the Debt Commitment Letters becomes unavailable on the terms and conditions set forth in the Debt Commitment Letters, Parent shall use its reasonable best efforts to arrange, or if Parent is able to arrange debt financing in amounts sufficient to fund the transactions contemplated hereby on terms and conditions more favorable to Parent than those contained in the Debt Commitment Letters, Parent may arrange, in each case as promptly as practicable following the occurrence of such event and after giving the Company prior written notice, alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement on terms that are no less beneficial to Parent or Merger Sub (including with respect to conditionality) and on terms that would not reasonably be expected to prevent, delay or impede the consummation of any remaining financing contemplated by the Debt Commitment Letters or the transactions contemplated by this Agreement (the “Alternative Financing”). For the avoidance of doubt, if the financing provided for by the Debt Commitment Letter”)Letters has not been or cannot be obtained, pursuant Parent and Merger Sub shall continue to which, be obligated to consummate the Merger on the terms contemplated by this Agreement and subject only to the terms and conditions thereof, each satisfaction or waiver of the parties thereto conditions set forth in Sections 7.1 and 7.2 of this Agreement (other than Buyerthose conditions that by their nature will not be satisfied until the Closing) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge Parent’s rights under Section 8.1, regardless of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms whether Parent and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together Merger Sub have complied with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s their other obligations under this AgreementAgreement (including their obligations under this Section 6.12).

Financing. Buyer Parent has delivered to Seller true the Company true, correct and complete fully executed copies of the Commitment Lettercommitment letter, dated as of December 2the date hereof, 2014among Parent, by Bank of America, N.A. and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter agreement in effect as of the date of this Agreement Agreement, and excerpts of those portions of each fee letter and engagement letter associated therewith that contain any conditions to funding or “flex” provisions (excluding provisions related solely to fees) regarding the terms and conditions of the financing to be provided thereby (collectively, the “Debt Commitment Letter”), pursuant to which, which and subject to the terms and conditions thereof, thereof each of the parties thereto (other than Buyer) Parent), have severally agreed and committed to lend provide the amounts debt financing set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter). The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, Agreement and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt As of the date of this Agreement, the Commitment Letter is in full force and effecteffect and constitutes the legal, valid and Buyer is notbinding obligation of each of Parent and, and to the knowledge Knowledge of BuyerParent, none of the Financing Sources areother parties thereto, in default or breach of subject to the terms of the Debt Commitment LetterBankruptcy and Equity Exception. There are no conditions precedent precedent, “flex” provisions or contingencies related to other substantive provisions regarding the funding of the full amount terms and conditions of the Financing other than as described expressly set forth in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from of the Financing, together with other financial resources of Parent including cash on hand and the proceeds of Buyer loans under existing revolving credit facilities of Parent on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of BuyerParent’s obligations under this Agreement, including the payment of any amounts required to be paid pursuant to Article II, and the payment of any debt required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied in connection with the Merger (including all indebtedness of the Company and its Subsidiaries required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied in connection with the Merger) (all such debt, the “Required Refinancing Indebtedness”) and of all fees and expenses reasonably expected to be incurred in connection herewith. As of the date of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or, to the Knowledge of Parent, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Parent’s obligations under this Agreement and the payment of the Required Refinancing Indebtedness and of all fees and expenses reasonably expected to be incurred in connection herewith will not be available to Parent on the Closing Date. Parent has fully paid all fees required to be paid prior to the date of this Agreement pursuant to the Commitment Letter.

Financing. Buyer As of the date hereof: (a) Acquiror has delivered to Seller the Company a true and complete copy of the fully executed copies of commitment letter and the related fee letter (with only the fee amounts and other customary information not related to conditionality redacted therefrom) (together, the “Commitment Letter, ”) dated as of December 2May 3, 20142012 among Acquiror, by General Electric Capital Corporation, GE Capital Markets, Inc. and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Silicon Valley Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”), pursuant to which, which and subject to the terms and conditions thereof, each of thereof the parties thereto (other than BuyerAcquiror) have severally agreed committed to lend provide the amounts set forth therein debt financing in connection with the transactions contemplated hereby (the provision “Debt Financing”). Acquiror intends to undertake, in accordance with Section 5.12(b) hereof, an underwritten public offering of its convertible notes and/or other equity or debt securities pursuant to an effective registration statement on Form S-3 covering the offer and sale of such funds as set forth thereinsecurities for aggregate gross proceeds of at least $115,000,000 at a price and otherwise on terms acceptable to Acquiror to provide additional financing in connection with the transactions contemplated hereby (the “Additional Financing” and, together with the Debt Financing, the “Financing”). Acquiror is eligible to file a registration statement on Form S-3 in connection with the Additional Financing. (b) for The Commitment Letter is a valid and binding obligation of Acquiror and, to the purposes set forth in such Debt Commitment Letterknowledge of Acquiror, the other parties thereto. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effecteffect and has not been amended or modified in any respect, and Buyer is notthe respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect. No event has occurred which, with or without notice, lapse of time or both, would constitute a material default or material breach on the part of Acquiror or Sub under the Commitment Letter, and Acquiror 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 knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Debt Financing other than as described the conditions precedent set forth in the Debt Commitment Letter, and Acquiror has no reason to believe that it will not be able to satisfy any term or condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or that the Debt Financing will not be made available to Acquiror on the Closing Date. There are no other agreements, side letters, or arrangements relating to the Debt Financing that could affect the availability of the Debt Financing. Subject to the terms and conditions of the Commitment Letter and to the consummation of the Additional Financing on the terms set forth in Section 3.4(a), the aggregate proceeds of the Debt Financing reflected in the Commitment Letter, together with the expected net proceeds contemplated from of the Additional Financing, together with if consummated, and the other financial resources of Acquiror and Sub including cash, cash equivalents and marketable securities of Buyer Acquiror, the Company and their respective Subsidiaries on the Closing Date, willin each case which have been specifically identified to the Company in writing on the date of this Agreement and set aside by such parties for such purposes, in the aggregate, are reasonably expected to be sufficient for to consummate the satisfaction Merger upon the terms contemplated by this Agreement, effect any other repayment or refinancing of debt contemplated in connection with the consummation of the Merger and pay all related fees and expenses of Buyer’s obligations under Acquiror, Sub and the Company and their respective Representatives pursuant to this Agreement. Acquiror has fully paid any and all commitment fees or other fees required by the Commitment Letter to be paid by it on or prior to the date of this Agreement. (c) Acquiror has available to it cash, cash equivalents and marketable securities in an amount equal to or exceeding $140,000,000.

Financing. Buyer has delivered to Seller true and complete fully executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyera) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of this Agreement, Constellation shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain or cause to be obtained, and to consummate, the Committed Debt Financing on or prior to the Closing Date on the terms and conditions set forth in the Debt Commitment Letter, including using reasonable best efforts to: (i) maintain in effect the net proceeds contemplated from Debt Commitment Letter and comply with its obligations thereunder; (ii) negotiate and execute the Debt Financing Documents on terms contained in the Debt Commitment Letter (including any “flex” provisions related thereto); (iii) satisfy on a timely basis, or obtain a waiver of, any financing conditions in the Debt Commitment Letter that are within Constellation’s control (but excluding any condition where the failure to be so satisfied is a direct result of any of the Other Parties’ failure to furnish information as required under Section 6.15(c)); (iv) upon satisfaction of the financing conditions set forth in the Debt Commitment Letter, to consummate the Committed Debt Financing at or prior to the Closing, including to cause the Debt Financing Sources and the other persons committing to fund the Committed Debt Financing to fund the Committed Debt Financing at the Closing in such amount which, taken together with the Constellation-Polaris Surviving Entity’s anticipated unrestricted cash on hand, would be no less than the amount that would be required to be pay the Debt Payoff Amount and all transaction expenses. Constellation shall keep the Other Parties informed on a reasonably current basis of the status of its efforts and those of its Subsidiaries to arrange and consummate the Committed Debt Financing. Constellation shall not permit or agree, and shall cause its Subsidiaries not to permit or agree, to any termination, amendment or modification to be made to, or any waiver of any provision under, or any replacement of, any of the Debt Commitment Letter if such termination, amendment, modification, waiver or replacement (A) reduces (or would have the effect of reducing) the aggregate amount of the Committed Debt Financing; or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of Committed Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter in a manner that would reasonably be expected to (x) delay or prevent the funding of the Committed Debt Financing (or satisfaction of the financing conditions in the Debt Commitment Letter that are in Constellation’s control) on the Closing Date or (y) adversely impact the ability of Constellation to enforce its rights against other parties to the Debt Commitment Letter or the definitive agreements with respect thereto; provided that (i) Constellation shall not be deemed to have violated this Section 6.15(a) if Constellation shall have (A) provided prior written notice to the Other Parties of any termination, amendment, modification, waiver or replacement it or its Subsidiaries proposes to take or any other event, fact or circumstance that would be restricted by the foregoing provisions of this Section 6.15(a) and (B) the parties reasonably agree that, taking into account such termination, amendment, modification, waiver or replacement, New Polaris will have at the Closing funds available to it that are sufficient to enable it to consummate the Transactions, including paying the Debt Payoff Amount and the transaction expenses of all parties; provided further that Constellation shall not be deemed to have violated this Section 6.15(a) if with the approval of Polaris and Sirius, not to be unreasonably withheld, Constellation shall, or shall cause its applicable Subsidiary to, negotiate and execute any Replacement Committed Debt Financing, and (ii) for the avoidance of doubt, neither the existence nor the exercise of any “flex” provision in the Debt Commitment Letter shall constitute a breach of this provision and the Debt Commitment Letter may be amended to add additional Debt Financing Sources. Constellation shall promptly deliver to the Other Parties copies of any such termination, amendment, modification, waiver or replacement, including any Replacement Committed Debt Financing. Without limiting the foregoing, Constellation shall, and shall cause its applicable Subsidiary to, take all actions required to enforce its rights under the Debt Commitment Letter, including as may be directed by one or more of the Other Parties in writing, to the extent consistent with the Debt Commitment Letter. (b) To the extent that New Polaris is not expected to have funds available, including cash on hand and the Committed Debt Financing, that are sufficient to enable it to consummate the Transactions, including paying the Debt Payoff Amount and the transaction expenses of all the parties, the parties shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable that are within their control to arrange and procure and have available, as of the Closing, Indebtedness (the “Supplemental Debt Financing”) constituting, together with other unrestricted cash on hand and the Committed Debt Financing available at the Closing, funds sufficient to pay all of Buyer on the cash amounts required to be provided by New Polaris and its Subsidiaries in connection with the consummation of the Transactions, including the amounts payable in connection with the consummation of the Mergers, all transaction expenses and the amounts to fund the Debt Payoff Amount. It is understood that the parties will use their reasonable best efforts to arrange and procure any Supplemental Debt Financing required under the preceding sentence notwithstanding the cost of obtaining such Supplemental Debt Financing or the actions required to arrange and procure such Supplemental Debt Financing (including any assets sales); provided that such cost or actions would not reasonably be expected to result in a material adverse effect with respect to New Polaris after the Closing or a material adverse effect with respect to any party prior to the Closing. Subject to the prior sentence, each party shall keep the Other Parties informed in reasonable detail of the status of its efforts to arrange any financing required in connection with the consummation of the Transactions. Each party further acknowledges and agrees that if the Committed Debt Financing and/or Supplemental Debt Financing are not available or not sufficient to pay the amounts described above, the parties shall use reasonable best efforts to find alternative funding sources (including through debt or equity offerings or asset sales) to permit the Transactions to be consummated as soon as possible in accordance with this Agreement and, in any event, before the Outside Date. (c) Prior to the Closing Date, willeach party shall provide, and shall use reasonable best efforts to cause its Subsidiaries and Representatives to provide, on a timely basis, to the Other Parties, all cooperation reasonably requested by the Other Parties that is necessary, advisable or customary in connection with the Debt Financing. Without limiting the generality of the foregoing, such cooperation and reasonable best efforts for purposes of this Section 6.15(c) in any event shall include: (i) providing the Other Parties, the Debt Financing Sources and potential Supplemental Debt Financing sources and their respective agents with (A) the financial statements and other financial information regarding the party and its Subsidiaries and (B) such financial information related to the party and its Subsidiaries as is reasonably required by Polaris for New Polaris to produce the pro forma financial statements required in connection with any Debt Financing and specified in writing by Polaris to the Other Parties; (ii) participating (including by making members of senior management with appropriate seniority and expertise, reasonably available to participate) in customary syndication and marketing activities, including sessions with the ratings agencies and underwriters, in connection with the aggregateDebt Financing; (iii) reasonably cooperating with the Debt Financing Sources’ and potential Supplemental Debt Financing sources’ and their respective agents’ due diligence; (iv) reasonably cooperating with the marketing efforts for any portion of the Debt Financing; (v) assisting Polaris in New Polaris’ preparation of customary bank information memoranda, lender presentations, offering memoranda, private placement memoranda (including under Rule 144A and/or Regulation S under the Securities Act), registration statements, prospectuses and prospectus supplements under the Securities Act and other materials in connection with a syndicated bank financing, securities offering or other debt offering in connection with the Debt Financing to the extent relating to the party and the party’s Subsidiaries; (vi) assisting Polaris with New Polaris’ preparation of pro forma financial statements and pro forma financial information; (vii) instructing such party’s certified independent auditors to provide (x) consent to use of their reports in any materials relating to the Debt Financing, including SEC filings and offering memoranda that include or incorporate the party’s consolidated financial information and their reports thereon in accordance with normal customary practice and (y) customary auditors reports and comfort letters (including “negative assurances” comfort) with respect to financial information relating to the party and its Subsidiaries in customary form; (viii) using reasonable best efforts to provide (including using reasonable best efforts to obtain such documents from its advisors) customary certificates and other customary closing documents as may be sufficient reasonably requested by the Debt Financing Sources and potential Supplemental Debt Financing sources; (ix) causing the taking of corporate actions within the control of the party reasonably necessary to permit the completion of the Debt Financing; (x) to the extent necessary or advisable, using reasonable best efforts to facilitate the pledging of collateral and executing and delivering pledge and security documents (and any other documents or instruments required for the satisfaction creation and perfection of security interests in the collateral securing the Debt Financing) or other definitive financing documents reasonably requested by the Debt Financing Sources or potential Supplemental Debt Financing sources (including guarantees and other deliverables), provided, however, that no obligation of any party or any of such party’s Subsidiaries under any such agreement or instrument under this clause (x) shall be effective until the Closing Date; (xi) so long as such information is reasonably requested at least 10 business days prior to the Closing Date, using reasonable best efforts to provide, at least five (5) business days prior to the Closing Date, to the Debt Financing Sources and potential Supplemental Debt Financing sources all documentation and other information with respect to the party and its Subsidiaries and reasonably requested by such Debt Financing sources that such Debt Financing sources reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (xii) providing to Polaris such pertinent information reasonably requested by Polaris, and updating such information, describing the party or its Subsidiaries to be used in marketing or offering materials prepared in accordance with normal customary practice in connection with the Debt Financing such that, after giving effect to such updates, (A) such information, when taken as a whole along with the Constellation SEC Documents, Polaris SEC Documents or Sirius SEC Documents, as applicable, filed by such party since July 1, 2014 through such date, does not contain as of the time provided, any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made and (B) the financial statements and other financial information included in such updated information are sufficiently current pursuant to Rule 3-12 under Regulation S-X to the extent applicable and permit the party’s independent auditors to issue a customary comfort letter, including customary “negative assurance” comfort (in accordance with normal practices and procedures). (d) Notwithstanding anything in this Agreement to the contrary, no party nor any of such party’s Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 6.15 that would (i) cause any representation or warranty in this Agreement to be breached by the party or any of the party’s Subsidiaries, (ii) cause any director, officer or employee or stockholder of the party or any of the party’s Subsidiaries to incur any personal liability not subject to indemnification, (iii) conflict with the Organizational Documents of the party or any Laws applicable thereto, (iv) provide access to or disclose information that the party or any of the party’s Subsidiaries reasonably determines would jeopardize any attorney–client privilege of the party or any of the party’s Subsidiaries, or (v) subject to Section 6.15(b) (A) unreasonably interfere with the business or ongoing operations of the party and its Subsidiaries or (B) reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which the party or any of the party’s Subsidiaries is a party. (e) All non-public or otherwise confidential information regarding the parties or any of the parties’ Subsidiaries obtained by the Other Parties or their Representatives pursuant to this Section 6.15 shall be kept confidential in accordance with the Confidentiality Agreements. (f) At the Closing, New Polaris shall, and the parties shall use their reasonable best efforts to cause the trustee under the Sirius Indentures to, execute and deliver a supplemental indenture, in form satisfactory to such trustee, pursuant to which New Polaris shall (i) expressly assume all of Buyer’s the obligations of Sirius under this Agreementthe securities issued under the Sirius Indentures and all of the obligations of Sirius under the Sirius Indentures applicable thereto and (ii) if applicable, provide for such convertible or exchangeable notes to be convertible or exchangeable into New Polaris Common Shares in accordance with the terms of the Sirius Indentures. (g) At the Closing, New Polaris shall, and the parties shall use their reasonable best efforts to cause the trustee under the Constellation Indentures to, execute and deliver a supplemental indenture, in form satisfactory to such trustee, pursuant to which New Polaris shall (i) expressly assume all of the obligations of Constellation under the convertible notes issued under the Constellation Indentures and all of the obligations of Constellation under the Constellation Indentures applicable thereto and (ii) provide for such convertible notes to be convertible into New Polaris Common Shares in accordance with the terms of the Constellation Indentures.

Financing. Buyer Parent has delivered to Seller true the Company true, correct and complete fully fully-executed copies copy of the Commitment Lettercommitment letter, dated as of December 2September 15, 2014, by 2010 among Parent and among Buyer, X.X. Xxxxxx Banc of America Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank LLC and Banc of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National AssociationAmerica Bridge LLC (the “Financing Sources”), including all exhibits, schedules, annexes and amendments to such commitment letter in effect as of the date of this Agreement (other than fee letters and engagement letters, provided, that Parent has delivered excerpts of those portions of such fee letters and engagement letters that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) regarding the terms and conditions of the financing to be provided thereby) (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, the “Debt Commitment Letter”), pursuant to which, which and subject to the terms and conditions thereof, each of thereof the parties thereto (other than Buyer) Financing Sources have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt As of the date of this Agreement, the Commitment Letter is in full force and effecteffect and constitutes the legal, valid and Buyer is notbinding obligation of each of Parent and, and to the knowledge of BuyerParent, none of the Financing Sources areSources, in default subject to applicable bankruptcy, insolvency, moratorium or breach other similar Laws relating to creditors’ rights and general principles of the terms of the Debt Commitment Letterequity. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing (including pursuant to any “flex” provisions in connection therewith), other than as described expressly set forth in the Debt Commitment Letter, and as of the date of this Agreement there are no side letters or other contracts or arrangements related to the Financing other than the Commitment Letter. Subject Assuming the accuracy of the representations and warranties set forth in Section 3.2 and Section 3.6(b) and the Company’s compliance with its obligations under Section 5.1(b) and Section 5.1(i), subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other financial resources of Parent and Merger Sub, including cash on hand and marketable securities of Buyer on Parent and Merger Sub at the Closing DateEffective Time, will, in the aggregate, be sufficient for the satisfaction of all of BuyerParent’s and Merger Sub’s obligations under this Agreement, including (a) the payment of the Merger Consideration and any other amounts required to be paid pursuant to Article II, and (b) the payment of all fees and expenses and other payment obligations required to be paid or satisfied by Parent, Merger Sub and the Surviving Corporation in connection with the Merger and the Financing, including any repayment or refinancing of Indebtedness as a result of the consummation of the Merger. Assuming the accuracy of the representations and warranties set forth in Article III, as of the date of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub under the Commitment Letter or, to the knowledge of Parent and Merger Sub, any of the Financing Sources, and (ii) subject to the satisfaction of the conditions contained in Section 7.1 and Section 7.2 hereof, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement will not be available to Parent at the Effective Time. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Commitment Letter.

Financing. Buyer has delivered to Seller true and complete fully executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date Notwithstanding any other provisions of this Agreement to the contrary, the Subordinated Lxxxxx confirms and agrees that (i) it has no right to compel or forestall action by the Senior Agent or any of the Senior Secured Parties in respect of any of the Collateral (the “Debt Commitment Letter”Senior Agent and Senior Secured Parties being free to exercise or not exercise all or any of their rights and remedies in their sole discretion), pursuant ; (ii) the Senior Agent and Senior Secured Parties have full authority to which, and deal with the Collateral; (iii) it will not act in the manner so as to adversely affect the Collateral or make it burdensome for the Senior Agent or Senior Secured Parties to realize upon the Collateral; (iv) if any Loan Party shall be subject to an Insolvency Proceeding and the terms and conditions thereofSenior Agent or the Senior Secured Parties desire to permit use of cash collateral by, each or provide financing to or consent to financing to, the Loan Parties under either Section 363 or 364 of the parties thereto (Bankruptcy Code or under any other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth thereinDebtor Relief Law, the “Financing”Subordinated Lender agrees that (x) adequate notice to it shall have been provided for such financing if it receives notice one (1) Business Day (subject to availability of a court to shorten the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived period of notice) prior to the date entry of this Agreementan order approving such financing; (y) no objection will be raised by it to such financing on any grounds; and (z) the Subordinated Lender shall consent to the Liens on Collateral securing such debtor in possession financing and all obligations relating thereto, and (v) if any Loan Party shall be subject to an Insolvency Proceeding, the respective commitments contained in Subordinated Lender may not provide financing to the Debt Commitment Letter Loan Parties under either Section 363 or 364 of the Bankruptcy Code or any other Debtor Relief Law. The Subordinated Lxxxxx agrees not to assert any right it may have not been withdrawn, modified or rescinded to “adequate protection” of the Subordinated Lxxxxx’s interest in any respect prior to Collateral in any Insolvency Proceeding under any or all of §361, §362, §363 or §364 of the date of this Agreement. The Debt Commitment Letter is in full force and effectBankruptcy Code or any other Debtor Relief Law or otherwise, and Buyer is not, and agrees that it will not seek to have the knowledge of Buyer, none automatic stay or any other stay lifted with respect to any Collateral without the prior written consent of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this AgreementSenior Agent.

Financing. Buyer (a) SpinCo has delivered to Seller true RMT Parent a true, complete and complete fully executed copies copy of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Associationa commitment letter, including (i) all exhibits, schedules, annexes attachments and amendments to such commitment letter in effect as of the date of this Agreement and (ii) any associated fee letters (together, the “Debt SpinCo Commitment Letter”) from the lead arrangers, lenders and other financing sources party thereto (together with all additional lead arrangers, lenders and other financing sources added to the SpinCo Commitment Letter or any Alternative SpinCo Commitment Letter, the “SpinCo Lenders”), pursuant to which, and subject among other things, the SpinCo Lenders have committed to SpinCo to provide, or cause to be provided, to SpinCo debt financing in the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts aggregate amount set forth therein (the provision of such funds bank financing contemplated by the SpinCo Commitment Letter, being referred to as set forth therein, the “SpinCo Financing”). As of the date of this Agreement, (x) for the purposes set forth in such Debt Commitment Letter. The Debt SpinCo Commitment Letter has not been amended, restated restated, waived or otherwise modified or waived prior to the date of this Agreement, and (y) the respective commitments contained in the Debt SpinCo Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to respect. Except for the date of this Agreement. The Debt SpinCo Commitment Letter is in full force and effect(together with all ancillary documents referenced therein), and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There there are no conditions precedent side letters or contingencies other Contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to the funding of the full amount of the Financing other than as described SpinCo Financing. (b) As of the date of this Agreement, the SpinCo Commitment Letter, in the Debt Commitment Letter. Subject form so delivered, is in full force and effect and is a legal, valid and binding obligation of SpinCo and, to the terms knowledge of SpinCo, the other parties thereto (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium and conditions similar laws affecting creditors’ rights and remedies generally and to general principles of equity). As of the Debt date of this Agreement (assuming the accuracy of the representations and warranties and undertakings of RMT Parent and Merger Sub under this Agreement for such purpose), (x) no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of SpinCo under any term or condition of the SpinCo Commitment Letter and (y) SpinCo is not aware of any fact, event or any other occurrence that makes any of the representations or warranties of SpinCo in the SpinCo Commitment Letter inaccurate in any material respect. SpinCo has fully paid, or caused to be fully paid, any and all commitment fees, any other fees or any other amounts required by the SpinCo Commitment Letter to be paid on or before the date of this Agreement. On the Distribution Date, assuming the SpinCo Financing is funded in accordance with the SpinCo Commitment Letter, the net proceeds contemplated from of the Financing, together with other cash of Buyer on SpinCo Financing will be sufficient to pay the Closing Date, will, Internal Reorganization Cash Payments (the “SpinCo Financing Transactions”). Other than as set forth in the aggregateSpinCo Commitment Letter, be sufficient for there are no conditions precedent to the funding of the full amount of the SpinCo Financing. As of the date of this Agreement, and subject to the satisfaction of all the conditions set forth in Section 8.01 and Section 8.02, SpinCo has no reason to believe that any of Buyer’s the conditions to the SpinCo Financing that are required to be satisfied by it or any other party to the SpinCo Commitment Letter as a condition to the obligations under this Agreementthe SpinCo Commitment Letter will not be satisfied on a timely basis or that the SpinCo Financing contemplated by the SpinCo Commitment Letter will not be available to SpinCo immediately prior to, or on, the Distribution Date.

Financing. Buyer (a) Parent has delivered to Seller true the Company true, correct and complete fully executed copies of the Commitment Lettercopies, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement Agreement, of (i) executed commitment letters (the “Debt Commitment LetterEquity Funding Letters”)) from Silver Lake Partners III, pursuant to whichL.P. and TPG Partners V, L.P. (each, an “Equity Provider”, and collectively the “Equity Provider Group”) to provide, subject to the terms and conditions thereoftherein, each of equity financing in the parties thereto (other than Buyer) have severally agreed to lend the amounts aggregate amount set forth therein (the provision of such funds being collectively referred to as set forth therein, the “Equity Financing”), and (ii) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amendedexecuted commitment letters and redacted forms of fee letters, restated or otherwise modified or waived prior to dated as of the date of this Agreement, from Xxxxxx Xxxxxxx Senior Funding, Inc., Citigroup Global Markets Inc., JPMorgan Securities Inc. and JPMorgan Chase Bank, N.A. (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) to provide, subject to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing”, and together with the Equity Financing collectively referred to as the “Financing”). As of the date hereof, none of the Equity Funding Letters or Debt Commitment Letters has been amended or modified, no such amendment or modification is contemplated, and the respective commitments contained in the Debt Commitment Letter such letters have not been withdrawn, modified withdrawn or rescinded in any respect respect. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Equity Funding Letters and the Debt Commitment Letters that are payable on or prior to the date hereof and, as of the date hereof, the Equity Funding Letters and the Debt Commitment Letters (or, if applicable, any alternative debt commitment letters entered into pursuant to Section 5.5(a)) are the valid, binding and enforceable obligations of Parent and Merger Sub, and to the Knowledge of Parent, the other parties thereto. Assuming the Financing is funded and assuming the accuracy of the representations and warranties set forth in Article 3 and performance by the Company of its obligations under Section 5.2, the net proceeds contemplated by the Equity Funding Letters and Debt Commitment Letters will, together with Company cash, in the aggregate be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration, Option Consideration and RSU Consideration (and any other repayment or refinancing of debt contemplated by this Agreement or the Equity Funding Letters or the Debt Commitment Letters) and any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses. As of the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is notno event has occurred which, and to the knowledge with or without notice, lapse of Buyertime or both, none of the Financing Sources are, in would constitute a default or breach on the part of Parent or Merger Sub under the terms of Equity Funding Letters or the Debt Commitment LetterLetters; provided that Parent is not making any representation regarding the effect of the inaccuracy of the representations and warranties in Article 3. There are no As of the date of this Agreement, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub on the date of the Closing; provided that Parent is not making any representation regarding the inaccuracy of the representations and warranties set forth in Article 3, or the failure of the Company to perform its obligations hereunder. The Financing Letters contain all of the conditions precedent or contingencies related to the funding obligations of the full amount parties thereunder to make Financing available to Parent on the terms therein. (b) Neither Parent, Merger Sub nor any member of the Financing Equity Provider Group has (i) retained any financial advisor on an exclusive basis other than as described Affiliates of any member of the Equity Provider Group or (ii) entered into an agreement, arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing on an exclusive basis (or otherwise on terms that could reasonably be expected to prevent (or otherwise hinder) such provider from providing or seeking to provide such financing to any third party in the Debt Commitment Letter. Subject connection with a transaction relating to the terms and conditions Company or its Subsidiaries (including in connection with the making of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, willany Takeover Proposal)), in the aggregatecase of clauses (i) and (ii), in connection with the Merger or the other Transactions, except, in the case of clause (ii), for such actions taken after the No-Shop Period Start Date to the extent permitted pursuant to the second sentence of Section 5.5(c). Neither Parent, Merger Sub nor any member of the Equity Provider Group has caused or induced any Person to take any action that, if taken by Parent, Merger Sub or any member of the Equity Provider Group, would be sufficient for a breach of, or would cause to be untrue, any of the satisfaction of all of Buyer’s obligations under representations in this AgreementSection 4.5(b).

Financing. Buyer (a) Purchaser has delivered to Seller true complete and complete fully executed correct copies of the Commitment Letterexecuted debt commitment letter, dated as of December 2the date hereof, 2014between Purchaser and the financial institutions identified therein and the executed fee letters, by fee credit letters and among Buyerengagement letters associated therewith (provided, X.X. Xxxxxx Securities LLCthat the amounts and percentages in the fee letter related to fees, JPMorgan Chase Bankcertain other economic terms and the “flex” provisions included therein, N.A.but only to the extent that none of such provisions would adversely affect conditionality, Xxxxxxx Lynchmay be redacted) (such commitment letter, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including together with all exhibits, schedules, annexes annexes, supplements and amendments to such letter in effect as of the date of this Agreement (thereto and any related redacted fee letters, collectively, the “Debt Commitment LetterFinancing Commitment”), pursuant to which, upon the terms and subject to the terms and conditions thereofset forth therein, each of the parties thereto (other than Buyer) Financing Sources have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Debt Financing”) for the purposes set forth in such purpose of funding the transactions contemplated by this Agreement. As of the date hereof, (x) the Debt Financing Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior since copies thereof were delivered to Seller, (y) except as permitted by Section 6.12, no such amendment, restatement, modification or waiver is contemplated and (z) the date of this Agreement, and the respective commitments commitment contained in the Debt Financing Commitment Letter have has not been withdrawn, modified terminated or rescinded in any respect prior respect. As of the date hereof, there are, and are contemplated to be, no other agreements, side letters or arrangements (oral or written) relating to the Debt Financing Commitment (other than customary engagement letters or as expressly set forth in the Debt Financing Commitment furnished to Seller pursuant to this Section 5.13(a), but in each case of the foregoing, which do not adversely affect the conditionality, enforceability, termination, principal amount or availability of the Debt Financing). As of the date of this Agreement. The hereof, the Debt Financing Commitment Letter is in full force and effecteffect and constitutes the legal, valid and Buyer is notbinding obligations of each of Purchaser and, and to the knowledge Knowledge of BuyerPurchaser, none the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of the Financing Sources areequity, regardless of whether considered in default a proceeding in equity or breach of the terms of the Debt Commitment Letterat Law. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing (including any “flex” provisions), other than as described expressly set forth in the Debt Commitment LetterFinancing Commitment. Subject Assuming (A) the Debt Financing is funded in accordance with the Debt Financing Commitment, (B) the accuracy of the representations and warranties set forth in Articles III and IV, and (C) performance by Seller and its Subsidiaries of their obligations that are required to be performed prior to the terms and conditions of Closing, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Commitment Letter, the net proceeds contemplated from the FinancingFinancing Commitment, together with Purchaser’s unrestricted cash on hand and other cash of Buyer access to capital, in the aggregate will be sufficient for Purchaser to pay the Estimated Purchase Price on the Closing Date, will, any payment required to be made by Purchaser pursuant to Section 2.04 (if any) and all related fees and expenses and any other payment contemplated in this Agreement or the aggregate, be sufficient for Debt Financing Commitment. Assuming the satisfaction accuracy of all the representations and warranties set forth in Articles III and IV and performance by Seller and its Subsidiaries of Buyer’s their obligations under this Agreement, as of the date hereof, (I) no event has occurred that would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Purchaser under the Debt Financing Commitment and (II) Purchaser does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Purchaser on the Closing Date. Purchaser has fully paid or has caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Debt Financing Commitment. (b) The obligations of Purchaser under this Agreement are not subject to any conditions regarding the ability of Purchaser, any of its Affiliates or any other Person to obtain financing for the consummation of the transactions contemplated hereby.

Financing. Buyer (a) The Purchaser has delivered to the Seller true and complete fully executed copies of executed commitment letters with the Commitment Letterlenders and arrangers party thereto (collectively, dated the “Lenders”) (including (i) all exhibits, schedules, annexes and amendments to such letters in effect as of December 2the date of this Agreement (other than any fee letters) and (ii) any fee or engagement letters with the Lenders associated therewith that contain any conditions to funding or “flex” provisions, 2014but excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) (collectively, the “Debt Commitment Letters”), pursuant to which the Lenders have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the transactions contemplated by this Agreement (the “Debt Financing”). The Purchaser has also delivered to the Seller a true and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank complete copy of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, the executed equity commitment letter (including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement Agreement), dated as of the date of this Agreement, between Parent and the Investor (the “Equity Commitment” and together with the Debt Commitment LetterLetters, the “Financing Commitments”), pursuant to whichwhich the Investor has agreed, and subject to the terms and conditions thereofset forth therein, each of to invest in Parent, directly or indirectly, the parties thereto (other than Buyer) have severally agreed to lend the cash amounts set forth therein for the purpose of funding a portion of the funds required to pay the Closing Payment upon the Closing pursuant to this Agreement (the provision of such funds as set forth therein“Equity Financing” and, together with the Debt Financing, the “Acquisition Financing”) ). The Financing Commitments, together with any available cash of Parent and its Subsidiaries, will be sufficient for the purposes Purchaser to consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth in such Debt Commitment Letterherein. The Debt Purchaser or Parent 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. The Seller is an express third party beneficiary of the Equity Commitment Letter and is entitled to enforce such agreement, and the Investor has agreed, subject in all respects to Section 10.14(b), not been amendedto oppose the granting of an injunction, restated specific performance or otherwise modified other equitable relief on the basis that Parent or waived prior to the Seller, as applicable, has an adequate remedy at law. (b) As of the date of this Agreement, the Financing Commitments are in full force and effect and are the legal, valid and binding obligation of the Purchaser (in the case of the Debt Commitment Letters), Parent (in the case of the Equity Commitment) and, to the Purchaser’s Knowledge, the other parties thereto, enforceable against such parties in accordance with their terms, except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally. As of the date of this Agreement, the obligations of the Lenders and the Investor, as applicable, to fund the commitments under the Financing Commitments are not subject to any conditions other than as expressly set forth in the Financing Commitments. Except as previously disclosed to the Seller, as of the date of this Agreement, there are no side letters, understandings or other agreements, arrangements or other Contracts relating to the funding or investing, as applicable, of the full amount of the Acquisition Financing other than as expressly set forth in the Financing Commitments furnished to the Seller pursuant to Section 4.4(a). As of the date of this Agreement, to the Purchaser’s Knowledge, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Financing Commitments by the Purchaser or Parent. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2 of this Agreement, to the Purchaser’s Knowledge, there are no facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Financing Commitments not being satisfied or (ii) the Acquisition Financing not being made available to the Purchaser on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date of this Agreement, (A) none of the Financing Commitments have been amended or modified and (B) the respective commitments contained in the Debt Commitment Letter Financing Commitments have not been withdrawn, modified or rescinded in any respect prior respect. Notwithstanding anything in this Agreement to the date contrary, the Purchaser acknowledges and agrees that the obtaining of all or any part of the Acquisition Financing is not a condition to Closing or the consummation of the transactions contemplated by this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is notthat, irrespective and to the knowledge of Buyer, none independently of the Financing Sources are, in default or breach availability of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment LetterAcquisition Financing, the net proceeds contemplated from Purchaser shall be obligated to pay the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of Purchase Price and meet all of Buyer’s its financial obligations under this AgreementAgreement and the Ancillary Agreements, subject only to the satisfaction or waiver of the conditions set forth in Article VII.

Financing. Buyer Parent has delivered to Seller the Company true and complete fully executed copies of an executed commitment letter and Redacted Fee Letter from the Commitment Letterfinancial institutions identified therein (collectively, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment LetterFinancing Commitment”), pursuant which for purposes of Section 5.08(b) and (c) includes any offering of debt or equity securities contemplated by the Debt Financing Commitment) to whichprovide, and subject to the terms and conditions thereoftherein, each of the parties thereto (other than Buyer) have severally agreed to lend debt financing in the amounts set forth therein (being collectively referred to as the provision “Debt Financing”). As of such funds as set forth thereinthe date hereof, the “Financing”) for the purposes set forth in such Debt Financing Commitment Letter. The Debt Commitment Letter has not been amendedamended or modified, restated no such amendment or otherwise modified modification is contemplated (other than amendments or waived prior to the date of this Agreementmodifications permitted by Section 5.08(a)), and none of the respective obligations and commitments contained in the Debt Commitment Letter such letters have not been withdrawn, modified terminated or rescinded in any respect respect. Parent or Sub has fully paid any and all commitment fees or other fees in connection with the Debt Financing Commitment that are payable on or prior to the date of this Agreement. Assuming (A) the Debt Financing is funded in accordance with the Debt Financing Commitment and (B) the satisfaction or (to the extent permitted by Law) waiver of the conditions in Section 6.02, as of the Closing the net proceeds contemplated by the Debt Financing Commitment, together with Parent and Company cash on hand, will in the aggregate be sufficient for Parent, Sub and the Surviving Corporation to pay the aggregate Cash Consideration, all requisite payments of cash in lieu of fractional shares pursuant to Section 2.02(i), all requisite payments of dividends or other distributions pursuant to Section 2.02(c) or 2.02(j), Restricted Stock Consideration, Option Amounts, RSU Amounts and Deferred Stock Unit Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Debt Financing Commitment) and any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses of Parent, Sub and the Surviving Corporation. The Debt Financing Commitment Letter is (i) the legal, valid and binding obligation of Parent and Sub, as applicable, and, to the Knowledge of Parent and Sub, each of the other parties thereto, (ii) enforceable in accordance with their respective terms against Parent and Sub, as applicable, and, to the Knowledge of Parent and Sub, each of the other parties thereto, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iii) in full force and effect. As of the date of this Agreement, assuming the accuracy of the Company’s representations and Buyer is not, warranties and undertakings under this Agreement to the knowledge extent required under Section 6.02(a), (A) no event has occurred that, with or without notice, lapse of Buyertime, none of the Financing Sources areor both, in would or would reasonably be excepted to, constitute a default or breach on the part of Parent, Sub, or to the Knowledge of Parent, any other person party to the Debt Financing Commitment, in each case, under the Debt Financing Commitment and (B) assuming satisfaction or (to the extent permitted by Law) waiver of the conditions to Parent’s and Sub’s obligation to consummate the Merger, neither Parent nor Sub have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be made available to Parent or Sub on the Closing Date in accordance with the terms of the Debt Commitment LetterFinancing Commitment. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as expressly set forth in the Debt Financing Commitment and such other conditions and contingencies with respect to the Debt Financing permitted pursuant to Section 5.08(a). As of the date of this Agreement, there are no Contracts or other agreements, arrangements or understandings (whether oral or written) to which Parent or any of its Affiliates is a party related to the funding of the full amount of the Debt Financing other than as described expressly contained in the Debt Financing Commitment Letter. Subject and delivered to the terms Company prior to the execution and conditions delivery of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement.

Financing. Buyer Concurrently with the execution hereof, Parent has delivered to Seller true the Company (i) a true, complete and complete fully correct copy of an executed copies of the Commitment Letterequity commitment letter from Ares Capital Management LLC (together with its managed funds and accounts) and Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank the date of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including this Agreement (together with all exhibits, schedulesschedules and annexes thereto, annexes the “Equity Commitment Letter”), and amendments to such an executed fee letter in effect from Ares Capital Management LLC (together with its DOC ID - 32901658.22 58 managed funds and accounts) and Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated as of the date of this Agreement (the “Debt Equity Fee Letter” and, together with the commitment under the Equity Commitment Letter, the “Equity Financing Commitment”), pursuant to which, and subject to the terms and conditions thereofof which, each of the parties thereto (other than Buyer) applicable Equity Financing Sources have severally agreed committed to lend provide cash in the amounts aggregate amount set forth therein (the provision “Equity Financing”) at or prior to the date and time at which the Closing is required to occur pursuant to Section 2.2 and (ii) a true, complete and correct copy of such funds an executed debt commitment letter from Truist Bank and Truist Securities, Inc. (the “Lenders”), dated as set forth of the date of this Agreement (together with all exhibits, term sheets, schedules, annexes and other attachments thereto, the “Debt Commitment Letter”) and an executed fee letter from the Lenders, dated as of the date of this Agreement (the “Debt Fee Letter” and, together with the commitment under the Debt Commitment Letter, the “Debt Financing Commitment”, and the Debt Financing Commitment together with the Equity Financing Commitment, the “Financing Commitments”), pursuant to which, and subject to the terms and conditions of which, the applicable Lenders party thereto have committed to provide loans in the amounts described therein, the net proceeds of which shall be used to fund the transactions contemplated hereby to be consummated by Parent at the date and time at which the Closing is required to occur pursuant to Section 2.2 (the “Debt Financing” and, together with the Equity Financing, the “Financing”) for ); provided, however, that, solely in the purposes set forth case of the Equity Fee Letter and Debt Fee Letter, provisions related to fees, flex terms and pricing caps have been redacted (none of which individually or in such Debt Commitment Letterthe aggregate would reduce the amount of the Financing or adversely affect the availability of the Financing or delay or prevent the Closing or make the funding of the Financing less likely to occur). The Debt Commitment Letter has not been amendedEach of the Financing Commitments is a legal, restated or otherwise modified or waived prior valid and binding obligation of Parent, and to Parent’s Knowledge, the other parties thereto, and is enforceable in accordance with its terms, subject to the date Enforceability Exceptions. Each of this Agreementthe Financing Commitments, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior form delivered to the date of this Agreement. The Debt Commitment Letter Company, is valid and in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources areCommitments has been withdrawn, rescinded or terminated or otherwise amended or modified in default any respect, and no such amendment or modification is contemplated by Parent, or to Parent’s Knowledge, any other party to the Financing Commitments. Neither Parent, nor, to Parent’s Knowledge, any other party to any Financing Commitment is in violation or breach of any of the terms or conditions set forth in any of the Financing Commitments and, as of the date hereof, to Parent’s Knowledge, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein which would reasonably be expected to adversely affect the availability of the Financing. No party to any Financing Commitment has notified Parent of its intention to terminate any of the Financing Commitments or not to provide the Financing and, as of the date hereof, no termination of any Financing Commitment is contemplated by Parent. Assuming the Financing is funded in accordance with the terms of the Financing Commitments, the aggregate net proceeds from the Financing, together with resources available to Parent as of the date hereof, will be sufficient to consummate the transactions contemplated hereby, including the timely payment at the Closing of any amounts required to be paid under Section 2.8(c) and any fees and expenses of or payable by Parent and/or Merger Sub, and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement. Parent has paid in full any and all commitment or other fees required by the Financing Commitments that are due as of the date hereof and will DOC ID - 32901658.22 59 pay, after the date of this Agreement, all such fees as they become due. Except for the Equity Fee Letter and the Debt Commitment LetterFee Letter (which have been provided to the Company in a redacted form as set forth above), there are no side letters, understandings or other agreements or arrangements relating to the Financing to which Parent or any of its Affiliates are a party. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described expressly set forth in the Equity Commitment Letter and the Debt Commitment LetterLetter (the “Disclosed Conditions”). Subject to the terms and conditions Assuming that each of the Debt Commitment Letterconditions set forth in Section 6.1 and Section 6.3 are satisfied at Closing, Parent has no reason to believe that it will be unable to satisfy on a timely basis any of the net proceeds contemplated from Disclosed Conditions or that the Financing, together with other cash full amount of Buyer the Financing will not be available on the Closing DateDate in order to fund the transactions contemplated hereby. For the avoidance of doubt, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations Parent acknowledges and agrees that it is not a condition to Closing under this AgreementAgreement for Parent or Merger Sub to obtain the Equity Financing, the Debt Financing or any Alternative Financing.

Financing. Buyer has delivered Finder's Fee". It is understood that in the event Consultant introduces Company, or its nominees, to Seller true a lender or equity purchaser, not already having a preexisting relationship with the Company, with whom Company, or its nominees, ultimately finances or causes the completion of such financing, Company agrees to compensate Consultant for such services with a "finder's fee" in the amount of 2.5% of total gross funding provided by such lender or equity purchaser, such fee to be payable in cash. This will be in addition to any fees payable by Company to any other intermediary, if any, which shall be per separate agreements negotiated between Company and complete fully executed copies such other intermediary. It is also understood that in the event Consultant introduces Company, or its nominees, to an acquisition candidate, either directly or indirectly through another intermediary, not already having a preexisting relationship with the Company, with whom Company, or its nominees, ultimately acquires or causes the completion of such acquisition, Company agrees to compensate Consultant for such services with a "finder's fee" in the Commitment Letteramount of 2% of total gross consideration provided by such acquisition, dated as of December 2such fee to be payable in cash. This will be in addition to any fees payable by Company to any other intermediary, 2014if any, by which shall be per separate agreements negotiated between Company and among Buyersuch other intermediary. It is specifically understood that Consultant is not nor does it hold itself out be a Broker/Dealer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. but is rather merely a "Finder" in reference to the Company procuring financing sources and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”), pursuant to whichacquisition candidates. 5.1 It is further understood that Company, and subject not Consultant, is responsible to perform any and all due diligence on such lender, equity purchaser or acquisition candidate introduced to it by Consultant under this Agreement, prior to Company receiving funds or closing on any acquisition. 5.2 Company agrees that said compensation to Consultant shall be paid in full at the time said financing or acquisition is closed. Moreover, said compensation, will be a condition precedent to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision closing of such funds as set forth thereinfinancing or acquisition and Company shall execute any and all documents necessary to effect said compensation. 5.3 As further consideration to Consultant, Company, or its nominees, agrees to pay with respect to any financing or acquisition candidate provided directly or indirectly to the “Financing”) for Company by any lender or equity purchaser covered by this Section 5. during the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to period of one year from the date of this Agreement, a fee to Consultant equal to that outlined in Section "5" herein. 5.4 Consultant will notify Company of introductions it makes for potential sources of financing or acquisitions in a timely manner (within approximately 3 days of introduction) via facsimile memo. If Company has a preexisting relationship with such nominee and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of believes such party should be excluded from this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge then Company will notify Consultant immediately of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreementsuch circumstance via facsimile memo.

Financing. Buyer has delivered If any Grantor shall be subject to Seller true any Insolvency or Liquidation Proceeding and complete fully executed copies the ABL Agent consents to the use of cash collateral (as such term is defined in Section 363(a) of the Commitment LetterBankruptcy Code; herein, dated as “Cash Collateral”), which is ABL Priority Collateral or to permit or provide any Grantor to obtain financing under Section 364 of December 2the Bankruptcy Code or any similar Bankruptcy Law or any other person with the consent of the ABL Agent (such financing, 2014a “DIP Financing”), by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments then the Notes Agent agrees that it will (i) consent to such letter Cash Collateral use, (ii) raise no objection to such DIP Financing (including objecting on the basis that the Notes Agent or Note Claimholder lack adequate protection), (iii) will not seek adequate protection in effect as connection with such DIP Financing and (iv) will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing; provided that (a) with respect to any DIP Financing extended by the ABL Lenders, the principal amount of any such DIP Financing plus the date outstanding principal amount of this Agreement other ABL Obligations does not exceed the $60.0 million (the “Debt Commitment LetterABL Cap”) (provided any such objection shall be limited to such provision), pursuant (b) any such Cash Collateral use or DIP Financing does not compel any Grantor to whichseek confirmation of a specific Plan of Reorganization for which all or substantially all of the material terms are set forth in the Cash Collateral order or DIP Financing documentation (provided that any such objection shall be limited to such provision), (c) any Cash Collateral order or DIP Financing documentation does not expressly require any liquidation of the Notes Priority Collateral prior to a default under the Cash Collateral order or DIP Financing documentation (provided any such objection shall be limited to such provision), and (d) any such DIP Financing is otherwise subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is Notes Agent agrees that neither it nor any Note Claimholder shall, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the ABL Obligations on the ABL Priority Collateral. If, in full force and effectconnection with any Cash Collateral use or DIP Financing, and Buyer is notany Liens on the ABL Priority Collateral held by ABL Claimholders are subject to a surcharge or are subordinated to an administrative priority claim, and a professional fee “carve out,” or fees owed to the knowledge Trustee, then the Liens on the ABL Priority Collateral of Buyer, none of the Financing Sources are, in default Note Claimholders shall also be subordinated to such interest or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related claim and shall remain subordinated to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer Liens on the Closing Date, will, in the aggregate, be sufficient for the satisfaction ABL Priority Collateral of all of Buyer’s obligations under ABL Claimholders consistent with this Agreement.

Financing. Buyer 4.5.1 Parent has delivered to Seller the Company a true and complete fully executed copies copy of the executed Debt Commitment Letter and Equity Commitment Letters as in effect on the date hereof (with, in the case of the Debt Commitment Letter and any related Debt Fee Letter, dated as only the fee amounts, interest rates, original issue discount, economic and other “market flex” terms or commercially sensitive information redacted, none of December 2which redacted provisions would be reasonably expected to adversely affect the amount, 2014conditionality, by and among Buyeravailability, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank timing or termination of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as the Debt Financing on the Closing Date). As of the date hereof, neither Parent nor any of this Agreement its Affiliates has entered into any agreement, side letter or other arrangement relating to funding of the Debt Financing and Equity Financing, other than as set forth in the Commitment Letters and, in the case of the Debt Financing, for the Debt Fee Letter (including any “market flex” provisions set forth therein). 4.5.2 As of the “Debt Commitment Letter”)Closing Date, pursuant to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt the Commitment LetterLetters and in this Agreement and assuming the satisfaction of the conditions set forth in Sections 6.1 and 6.3 and the conditions set forth in the Commitment Letters, the aggregate proceeds of the Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto) will be sufficient to consummate the Transactions, including the payment of the Merger Consideration on the Closing Date and all related fees and expenses and prepayment of debt under the Credit Facilities. The Debt To Parent’s knowledge as of the date hereof, the respective commitments contained in the Commitment Letter has Letters have not been amendedwithdrawn or rescinded in any respect. As of the date hereof, restated the Commitment Letters in the form so delivered are in full force and effect against Parent and represent a valid, binding and enforceable obligation of Parent and, to Parent’s knowledge, each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or otherwise modified waiver of the conditions set forth in the Commitment Letters as of the date hereof and except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or waived by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity). Parent has fully paid (or caused to be fully paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement, and Agreement in connection with the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of this Agreement. The Debt Commitment Letter is in full force and effecttime or both, and Buyer is notwould constitute a breach or default on the part of Parent or, and to the knowledge of BuyerParent, none any other party thereto under any of the Commitment Letters. As of the date hereof, assuming the representations and warranties made by the Company in Article 3 are true and correct in all material respects and the satisfaction of the conditions set forth in Section 6.1 and 6.3, Parent has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Commitment Letters or that the full amount of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letterwill not be made on a timely basis. There are no The only conditions precedent or other contingencies related to the funding of the full amount Debt Financing on the Closing Date are the conditions set forth in the Commitment Letters as of the Financing other than as described in the Debt Commitment Letterdate hereof. Subject to the terms and conditions As of the Debt Commitment Letterdate hereof, assuming the net proceeds contemplated from representations and warranties made by the FinancingCompany in Article 3 are true and correct in all material respects and the satisfaction of the 89887722_19 150326672.16 conditions set forth in Section 6.1 and 6.3, together with other cash Parent has no reason to believe that (i) any of Buyer such conditions will not be satisfied or (ii) the Financing will not be made available to Parent on the Closing Date, will, in . 4.5.3 Parent understands and acknowledges that under the aggregate, be sufficient for the satisfaction terms of all of Buyer’s obligations under this Agreement, Parent’s obligation to consummate the Merger is not in any way contingent upon or otherwise subject to Parent’s consummation of any financing arrangements, Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to Parent.

Financing. Buyer Parent has delivered to Seller the Company true and complete fully copies of: (i) the executed copies of the Commitment Lettercommitment letter, dated as of December 2August 4, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated2011 between Parent, Bank of America, N.A., Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Fargo Incorporated, Barclays Bank PLC, Barclays Capital, the investment banking division of Barclays Bank, Citigroup Global Markets Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC, Xxxxx Fargo JPMorgan Chase Bank, N.A. and U.S. Bank National AssociationX.X. Xxxxxx Securities LLC (collectively, the “Debt Financing Sources”) and excerpts of those portions of the Fee Letter and any other executed fee letter and engagement letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments to thereto and each such fee letter in effect as of the date of this Agreement and engagement letter, collectively, (the “Debt Commitment LetterFinancing Commitment”), pursuant to which, upon the terms and subject to the terms and conditions thereofset forth therein, each of the parties thereto (other than Buyer) Debt Financing Sources have severally agreed to lend the amounts set forth therein (the provision “Debt Financing”) for the purpose of such funds funding the Transactions; (ii) the executed equity commitment letter, dated as of August 4, 2011 among Sophia Holding I and Xxxxxxx & Xxxxxxxx Capital Partners VI, L.P. and the other parties thereto (collectively, the “Investors”) (the “Transaction Equity Financing Commitment” and together with the Debt Financing Commitment, the “Transaction Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Transaction Equity Financing” and together with the Debt Financing, the “Transaction Financing”); and (iii) the executed equity commitment letter, dated as of August 4, 2011 among Datatel and the Investors (the “Termination Fee Equity Financing Commitment” and together with the Transaction Financing Commitments, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Termination Fee Equity Financing” and together with the Transaction Financing, the “Financing”) for ). None of the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not Financing Commitments have been amended, restated amended or otherwise modified or waived prior to the date of this Agreement, and and, as of the date hereof, the respective commitments contained in the Debt Commitment Letter Financing Commitments have not been withdrawn, modified terminated or rescinded in any respect prior to respect. As of the date hereof, there are no other agreements, side letters or arrangements to which Parent or Merger Sub is a party relating to any of this Agreementthe Financing Commitments that could affect the availability of the Financing. The Debt Commitment Letter is As of the date hereof, the Financing Commitments are in full force and effecteffect and constitute the legal, valid and Buyer is notbinding obligations of each of Parent and, and to the knowledge of BuyerParent, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letterother parties thereto. There are no conditions precedent or contingencies related to the funding of the full amount net proceeds of the Financing (including any “market flex” provisions) other than as described expressly set forth in the Debt Commitment LetterFinancing Commitments. Subject Assuming the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b), or Section 8.3(a) and Section 8.3(b) of the Asset Purchase Agreement, as applicable, the aggregate proceeds to be disbursed pursuant to the terms and conditions of agreements contemplated by the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, willTransaction Financing Commitments, in the aggregateaggregate and together with the available cash, cash equivalents and marketable securities of Datatel and its Subsidiaries, will be sufficient for Parent and the satisfaction Surviving Corporation to pay the Merger Consideration, Purchaser Company to pay the Purchase Price, Datatel and each of its Subsidiaries to refinance their outstanding Indebtedness that is required by its terms to be refinanced in connection with the consummation of the Transactions and the Datatel Entities and their respective Subsidiaries to pay the fees and expenses of the Datatel Entities and the SunGard Entities (to the extent reimbursable under Section 7.15) related to the foregoing. As of the date hereof, no event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent under any of the Financing Commitments, and neither Sophia Holding I nor Datatel has any reason to believe that any of the conditions to any of the Financing will not be satisfied or that the Financing will not be available to Sophia Holding I or Datatel, as applicable, on the date of the Applicable Closing or, in the case of the Termination Fee Equity Financing, on the date the Parent Termination Fee is payable in accordance with Section 9.2(b). The Datatel Entities have fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Except as otherwise contemplated by Section 9.4, the obligations of Buyer’s obligations the Datatel Entities under this AgreementAgreement and the Asset Purchase Agreement are not subject to any conditions regarding their ability to obtain financing for the Transactions.

Financing. Buyer Parent has delivered to Seller the Company true and complete fully executed copies of the Commitment Lettercommitment letter, dated as of December 2August 10, 20142008, by and among Buyerbetween Parent, X.X. Xxxxxx Credit Suisse, Credit Suisse Securities (USA) LLC, JPMorgan Chase Wachovia Bank, N.A.National Association and Wachovia Capital Markets, Xxxxxxx LynchLLC (together, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment LetterLenders”), pursuant to which, and subject to which the terms and conditions thereof, each of the parties thereto (other than Buyer) Lenders have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Debt Financing”) for the purposes set forth in such Debt purpose of, inter alia, funding the transactions contemplated by this Agreement (the “Financing Commitment”). Parent has fully paid any and all commitment fees or other fees required by the Financing Commitment Letterto be paid as of the date hereof. The Debt Financing Commitment Letter has not been amended, restated amended or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Financing Commitment Letter have has not been withdrawn, modified withdrawn or rescinded in any respect prior to the date of this Agreementrespect. The Debt Financing Commitment Letter is in full force and effecteffect and constitutes the legal, valid and Buyer is not, and to the knowledge binding obligations of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment LetterParent. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing required to be satisfied by Parent and Merger Sub, other than as described expressly set forth in the Debt Commitment LetterFinancing Commitment. Subject to Assuming the terms accuracy of the representations and conditions warranties set forth in Section 3.2 and the existence of at least $215 million of available, unrestricted cash on hand with the Company, upon consummation of the Debt Commitment LetterFinancing, the net proceeds contemplated from by the Financing, together with other cash of Buyer on the Closing Date, Financing Commitment will, in the aggregate, be sufficient for Merger Sub and the satisfaction Surviving Corporation to pay the aggregate Merger Consideration, aggregate Option Consideration (the “Aggregate Option Consideration”) and aggregate RSU Consideration (the “Aggregate RSU Consideration”) (and any other repayment or refinancing of debt or preferred stock contemplated by this Agreement or the Financing Commitment) and any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses. As of Buyer’s obligations under the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under the Financing Commitment and neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Parent on the Closing Date.

Financing. Buyer has delivered to Seller true Section 3.02(m) of Parent’s Disclosure Schedule contains true, correct and complete fully executed copies copies, as of the Commitment Letterdate of this Agreement, of executed commitment letters, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment LetterLetters”), pursuant from the lenders named therein to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts provide debt financing in an aggregate amount set forth therein (the provision of such funds being collectively referred to as set forth therein, the “Debt Financing”) for ). None of the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter Letters has not been amendedamended or modified in any material respect (or, restated in respect of terms relating to conditionality or otherwise modified amounts, amended in any respect on terms that are less favorable to Parent or waived prior to the date of this AgreementMerger Sub), no such amendment or modification is contemplated, and the respective commitments contained in the Debt Commitment Letter such letters have not been withdrawn, modified withdrawn or rescinded in any respect prior respect. The Debt Commitment Letters are in full force and effect and are the valid, binding and enforceable obligations of Parent and Merger Sub, and to the Knowledge of Parent, the other parties thereto. The net proceeds contemplated by the Debt Financing, together with the proceeds of commercial paper or loans under existing revolving credit facilities of Parent and cash on hand of Parent at the Closing, will in the aggregate be sufficient for Parent and Merger Sub to pay the aggregate Cash Consideration (and any other repayment or refinancing of debt contemplated by this Agreement or the Debt Commitment Letters) and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under the Debt Commitment Letters, and, as of the date of this Agreement, Parent does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Parent or Merger Sub on the date of the Closing. The Debt Commitment Letter is in full force and effect, and Buyer is not, and Letters contain all of the conditions precedent to the knowledge of Buyer, none obligations of the parties thereunder to make the Debt Financing Sources are, in default or breach of available to Parent on the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreementtherein.

Financing. Buyer (a) Parent has delivered to Seller true the Company duly executed Debt Commitment Letters (and complete fully executed copies of together with any fee letter related thereto, as the Commitment Lettersame may be amended, dated as of December 2modified or replaced in accordance with Section 7.04 and together with all annexes, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedulesschedules and other attachments thereto, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment LetterFinancing Commitments”), ) pursuant to whichwhich the parties thereto have agreed, and subject to the terms and conditions thereof, each to provide or cause to be provided the financing contemplated thereby (the “Debt Financing”), provided that for purposes of this Agreement, the Debt Financing shall also include, after the date hereof, to the extent alternative financing from alternative financial institutions is obtained in accordance with this Agreement, any such alternative financing). There are no conditions precedent or other contingencies related to the investing of the parties thereto (full amount of the Debt Financing, as of the date of this Agreement, other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth thereinin the Financing Commitments. As of the date hereof, there are no side letters or other agreements, contracts or arrangements related to the “funding of the Debt Financing”) for the purposes , other than as expressly set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated the Financing Commitments and delivered to the Company on or otherwise modified or waived prior to the date of this Agreement, and that could adversely affect the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding availability of the full amount of the Debt Financing. (b) As of the date hereof (i) the Financing other than as described Commitments are in full force and effect and have not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect; (ii) the Financing Commitments, in the Debt Commitment Letter. Subject form so delivered, are legal, valid and binding obligations of Parent and Merger Subsidiary and, to the terms knowledge of Parent and conditions Merger Subsidiary, the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity); and (iii) no event has occurred to the knowledge of Parent or Merger Subsidiary which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Subsidiary under any term, or a failure of any condition, of the Financing Commitments or otherwise result in any portion of the Debt Commitment LetterFinancing contemplated thereby to be unavailable. As of the date hereof, subject to the accuracy of the representations and warranties of the Company contained in Article 4 hereof, and the satisfaction of the conditions set forth in Section 9.01 and Section 9.02 hereof, neither Parent nor Merger Subsidiary has reason to believe that it will be unable to satisfy on a timely basis any term or condition contained in the Financing Commitments required to be satisfied by it or that any portion of the Debt Financing contemplated thereby will be unavailable to Parent and Merger Subsidiary at the Effective Time. Parent and Merger Subsidiary have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are due and payable on or before the date of this Agreement. (c) Assuming the Debt Financing is funded in accordance with the Financing Commitments, as of the date hereof, the aggregate net proceeds contemplated from the FinancingDebt Financing provided under the Financing Commitments are, together with other the aggregate cash held by Parent and its Subsidiaries (which funds held by such Subsidiaries will be available to consummate the Merger as of Buyer on the Closing DateClosing), willsufficient to fund all of the amounts required to be provided by Parent and/or Merger Subsidiary for the consummation of the transactions contemplated hereby, in the aggregate, be and are sufficient for the satisfaction of all of BuyerParent’s and Merger Subsidiary’s obligations under this Agreement, including the payment of all amounts required to be paid pursuant to Article 2, any repayment or refinancing of indebtedness of Parent, Merger Subsidiary, the Company or any of their respective Subsidiaries required in connection with the Merger, and the payment of all associated costs and expenses of the Merger and the other transactions contemplated hereby. (d) The obligations of Parent and Merger Subsidiary under this Agreement are not contingent in any respect upon the funding of the amounts contemplated to be funded pursuant to the Financing Commitments. The obligations of Parent and Merger Subsidiary under this Agreement are not subject to any conditions regarding Parent’s, Merger Subsidiary’s, their respective Affiliates’, or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby.

Financing. Buyer acknowledges that its obligation to consummate the transactions contemplated by this Agreement is not and will not be subject to the receipt by Buyer of any financing or the consummation of any transaction other than the occurrence of the ABI Transaction Closing (and Buyer further acknowledges that it has no termination rights regarding such financing). As of the date of this Agreement, Buyer has delivered to Seller true ABI true, correct and complete fully executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, executed commitment letter from the Financing Sources (including all exhibits, schedules, and annexes and amendments to each such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed extent delivered to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated ABI on or otherwise modified or waived prior to the date of this Agreement, collectively, the “Original Commitment Letter”), a copy of which is attached hereto as Exhibit A, together with any related fee letters (provided that the existence or amount of fees, “market flex” provisions, pricing terms and pricing caps set forth therein, none of which would reasonably be expected to adversely affect the respective commitments contained availability of the Financing, or reduce the aggregate principal amount thereof, may be redacted in a customary manner), pursuant to which the Debt counterparties thereto have committed to provide the financing described therein in connection with the transactions contemplated hereby. The Original Commitment Letter have not been withdrawnand any other commitment letter (including any replacement of the Original Commitment Letter) executed in accordance with Section 5.04, as replaced, amended, supplemented, modified or rescinded waived in accordance with Section 5.04, including all exhibits, schedules and annexes to such letters, are hereinafter referred to together as the “Commitment Letter”. The financing contemplated pursuant to the Commitment Letter (including, for the avoidance of doubt, any respect prior debt, equity or securities offering contemplated thereby) is hereinafter referred to as the “Financing”. As of the date of this Agreement, the Original Commitment Letter has not been withdrawn, terminated, rescinded, amended or otherwise modified in any respect. There are no agreements, side letters or arrangements (a) to which Buyer or any of its Affiliates is a party relating to the Financing or (b) between Buyer or any of its Affiliates, on the one hand, and providers of debt or equity financing or any of their respective Affiliates, on the other hand, that have not been disclosed to ABI prior to the date hereof and that could affect the availability of the Financing. The Debt Commitment Letter is in full force constitutes the legally valid and effectbinding obligation of Buyer and each of its applicable Affiliates and, and Buyer is not, and to the knowledge of Buyer, none the other parties thereto, enforceable in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally or by general equitable principles (whether in equity or at law). As of the Financing Sources aredate hereof, neither Buyer nor any of its Affiliates is in default or breach of any of the terms or conditions set forth in the Original Commitment Letter. As of the Debt date hereof, no Financing Source has notified Buyer in writing of its intention to terminate the Original Commitment LetterLetter or not to provide the Financing. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing Financing, other than as described expressly set forth in the Debt Commitment Letter. Subject The aggregate proceeds available to be disbursed as provided under the terms and conditions Original Commitment Letter as of the Debt date hereof are sufficient to enable Buyer to pay in cash all amounts required to be paid by it in cash in connection with the transactions contemplated hereby. As of the date hereof, Buyer has paid in full any and all commitment and other fees required by the Original Commitment Letter, Letter that are due as of the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreementdate hereof.

Financing. Buyer has delivered to Seller true and complete fully executed copies (a) Purchaser may, at its option, obtain one or more financing commitment letters (each, a "Commitment Letter") in a customary form that provide for all or a portion of the amount of proceeds as contemplated by the Debt Financing Letter as in effect on the date hereof; provided that the aggregate amount of proceeds from the Debt Financing Letter (including any Commitment Letter, dated ) shall provide for at least the same amount of proceeds to Purchaser as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter the Debt Financing Letter as in effect as on the date hereof. Any Commitment Letter shall include a termination date not earlier than the one-year anniversary of the date of execution of this Agreement Agreement. Any Commitment Letter shall be made by some or all of the lenders that are parties to the Debt Financing Letter as in effect on the date hereof or by another national financial institution of similar repute of the lenders that are party to the Debt Financing Letter as in effect on the date hereof. (b) Purchaser agrees to notify Seller if, at any time prior to the “Closing Date, (i) the Debt Financing Letter shall, to the extent applicable, expire or be revoked or otherwise terminated for any reason or (ii) any financing source that is a party to the Debt Financing Letter notifies Purchaser that such source no longer intends to provide financing to Purchaser. Purchaser shall use its reasonable best efforts to remedy any matter referred to in clause (i) or (ii) of the immediately preceding sentence as soon as reasonably practicable; provided that Purchaser shall not be required to enter into any financing commitments or understandings in an aggregate amount materially different, or on terms less beneficial to Purchaser in any material respect, than those set forth in the term sheets attached to the Debt Financing Letter as in effect on the date hereof. (c) If Purchaser has obtained a Commitment Letter and the Closing has not occurred on or before the termination of such Commitment Letter”), pursuant Purchaser will use its reasonable best efforts to whichobtain, and subject will provide Seller with a copy of, a new Debt Financing Letter that provides for at least the same amount of financing as such Commitment Letter and for other terms and conditions reasonably satisfactory to Purchaser and, to the extent the terms and conditions thereof, each of the parties thereto (other are materially less beneficial to Seller than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments those contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior term sheets attached to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement.,

Financing. Buyer Parent has delivered to Seller true the Company true, correct and complete fully executed copies of (i) executed commitment letters (as the Commitment Lettersame may be amended pursuant to Section 6.09(b), dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment LetterFinancing Commitments”), as set forth in Section 4.06 of the Parent Disclosure Letter, pursuant to whichwhich the lender parties thereto have agreed, and subject to the terms and conditions thereof, each of to provide or cause to be provided the parties thereto (other than Buyer) have severally agreed to lend the debt amounts set forth therein (the provision of such funds “Debt Financing”), and (ii) an executed equity commitment letter (the “Equity Financing Commitment,” and together with the Debt Financing Commitment, the “Financing Commitments”), as set forth thereinin Section 4.06 of the Parent Disclosure Letter, pursuant to which ONCAP Investment Partners II, L.P. has committed, subject to the terms and conditions thereof, to invest the amount set forth therein (the “Equity Financing,” and together with the Debt Financing, the “Financing”) for the purposes set forth in such Debt Commitment Letter). The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to As of the date of this Agreement, none of the Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Commitment Letter Financing Commitments have not been withdrawnwithdrawn or rescinded. Other than as set forth in the Financing Commitments, modified there are no other written or rescinded oral agreements, understandings or Contracts between Parent, Sub or any of their Affiliates and the other parties to the Financing Commitments and their Affiliates that (A) adversely amend or expand upon the conditions precedent to the Financing as set forth in any respect prior such Financing Commitment, (B) would reasonably be expected to delay or hinder the Closing or (C) reduce the aggregate amount of available Financing. As of the date of this Agreement. The Debt Commitment Letter is , (i) the Financing Commitments are in full force and effecteffect and a legal, valid and Buyer is notbinding obligation of Parent, Sub and their Affiliates party to such Financing Commitments and, to the knowledge of BuyerParent, none the other parties thereto and (ii) neither Parent nor Sub is in breach of the Financing Sources are, in default or breach any of the terms of the Debt Commitment Letter. There are no or conditions precedent or contingencies related set forth therein and, to the funding knowledge of the full amount Parent, no fact, occurrence, condition or event exists or has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach or failure to satisfy a condition precedent set forth in the Financing other than as described Commitments or that would reasonably be expected to cause the commitments provided in the Debt Commitment LetterFinancing Commitments to be terminated. Parent and Sub have paid any and all commitment and other fees that have been incurred and are due and payable on or prior to the date hereof in connection with the Financing Commitments. Subject to the terms and conditions of this Agreement (including the Debt Commitment Letteraccuracy of the Company’s representations and warranties in Section 3.03 and 3.13), as of the date hereof, the net aggregate proceeds contemplated from by the FinancingFinancing Commitments, together with other the available cash of Buyer the Company on the Closing Date, will, in the aggregate, will be sufficient for Parent and Sub to pay the satisfaction Merger Consideration, Restricted Share Consideration, and the Option Consideration upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated with the Transactions (including any and all change in control payments), including payment of all amounts under Article II of Buyer’s obligations under this Agreement.

Financing. Buyer Parent has delivered to Seller true the Company true, correct and complete fully executed copies of the Commitment Lettercopies, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement Agreement, of (i) an executed commitment letter (the “Equity Funding Letter”) from certain parties (the “Equity Providers”) to provide, subject to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”), and (ii) an executed commitment letter and a redacted form of fee letter, dated as of the date of this Agreement, from the financial institutions identified therein (the “Debt Commitment Letter” and, together with the Equity Funding Letter, the “Financing Letters”)) to provide, pursuant to which, and subject to the terms and conditions thereoftherein, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts debt financing in an aggregate amount set forth therein (being collectively referred to as the provision of such funds “Debt Financing”, and together with the Equity Financing collectively referred to as set forth therein, the “Financing”) for ). As of the purposes set forth in such Debt Commitment Letter. The date hereof, neither the Equity Funding Letter nor Debt Commitment Letter has been amended or modified and the respective commitments contained in such letters have not been amended, restated withdrawn or otherwise modified rescinded in any respect. Parent or waived Merger Sub has fully paid any and all commitment fees or other fees in connection with the Equity Funding Letter and the Debt Commitment Letter that are payable on or prior to the date hereof. Assuming the Financing is funded in accordance with the terms and conditions of the Financing Letters and assuming the accuracy of the representations and warranties set forth in Article III and performance by the Company of its obligations under Section 5.1, the net proceeds contemplated by the Equity Funding Letter and Debt Commitment Letter will, together with the cash or cash equivalents available to the Company, in the aggregate be sufficient for Merger Sub and the Surviving Corporation to consummate the Transactions upon the terms and conditions contemplated by this Agreement. As of the date of this Agreement, and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the respective commitments contained in part of Parent or Merger Sub under the Equity Funding Letter or the Debt Commitment Letter have Letter; provided that Parent and Merger Sub are not been withdrawn, modified or rescinded making any representation regarding the effect of the inaccuracy of the representations and warranties in any respect prior to Article III. As of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article III and performance by the Company of its obligations under Section 5.1, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub on the date of the Closing. The Debt Commitment Letter is in full force and effect, and Buyer is not, and Financing Letters contain all of the conditions precedent to the knowledge of Buyer, none obligations of the parties thereunder to make Financing Sources are, in default or breach of available to Parent on the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreementtherein.

Financing. Buyer has delivered to Seller true and complete fully executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as As of the date of this Agreement Agreement, Acquiror has received an executed commitment letter dated October 30, 2006 (the “Debt Commitment Letter”) from Credit Suisse and Credit Suisse Securities (USA) LLC (“Lender”), pursuant to whichwhich Lender has committed, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, to provide to Parent the amount of financing set forth in the Commitment Letter (the “Financing”) for ), to complete the purposes set forth in such Debt Commitment Lettertransactions contemplated hereby. The Debt A true and complete copy of the Commitment Letter has not been amended, restated or otherwise modified or waived prior previously provided to the date of this Agreement, Company. Acquiror has fully paid any and the respective commitments contained in the Debt all commitment fees or other fees required by such Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to be paid as of the date hereof. As of this Agreement. The Debt the date hereof, the Commitment Letter is valid and in full force and effect, does not contain any material misrepresentation by Parent (other than those resulting from inaccurate information, if any, provided by the Company) and Buyer is notno event has occurred which (with or without notice, and to lapse of time or both) would constitute a breach thereunder on the knowledge part of Buyer, none of the Financing Sources are, in default Parent or breach of the terms of the Debt Commitment LetterAcquiror. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in or contemplated by the Commitment Letter. The aggregate proceeds contemplated by the Commitment Letter, together with available cash of Parent and Acquiror, will be sufficient for Acquiror and the Surviving Corporation to pay the aggregate Merger Consideration, the aggregate consideration to be paid to each holder of a Company Option and other awards pursuant to Section 3.5, any repayment or refinancing of debt contemplated in the Commitment Letter and the fees and expenses incurred in connection with the transactions contemplated hereby. The fee letter between Parent and Lender referred to in the Commitment Letter does not contain any conditions precedent or other contingencies related to the funding of the full amount of the Financing other than as described or any provisions that could reduce the aggregate amount of the Financing set forth in the Debt Commitment Letter or the aggregate proceeds contemplated by the Commitment Letter. Subject As of the date hereof, none of Parent or Acquiror has any reason to believe that any of the conditions to the terms Financing will not be satisfied or that the Financing will not be available to Parent and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer Acquiror on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement.

Financing. Buyer (a) Parent or certain of its controlled Affiliates is a party to and has delivered to Seller true and complete accepted a fully executed copies of the Commitment Letter, (x) commitment letter dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement hereof (as amended, restated, amended and restated, supplemented or replaced from time to time after the date hereof in accordance with Section 7.4(b) hereof, together with all exhibits and schedules thereto, the “Debt Commitment Letter”), ) from the Debt Financing Sources party thereto pursuant to whichwhich the Debt Financing Sources have agreed, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend provide debt financing in the amounts set forth therein and (y) fee letters, dated of as the date hereof (as amended, restated, amended and restated, supplemented or replaced from time to time after the date hereof in accordance with Section 7.4(b) hereof, the “Debt Fee Letters”), executed in connection with the Debt Commitment Letter. The debt financing committed pursuant to the Debt Commitment Letter and the Debt Fee Letters 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, from Xxxxx Xxxxx Fund XV, L.P., a Delaware limited partnership (the provision of such funds as “Equity Investor”) and Parent (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 Investor has 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 the Equity Commitment Letter, and, subject to the terms and conditions set forth therein, entitled to enforce the Equity Commitment Letter. (c) for As of the purposes date hereof, Parent has delivered to the Company a true, complete and correct copy of the executed Debt Commitment Letter, Debt Fee Letters and Equity Commitment Letter, and in the case of the Debt Fee Letters, subject to redaction solely of the fee amounts, pricing caps, original issue discount, “market flex” and other economic provisions that are customarily redacted in connection with transactions of this type, none of which redacted provisions would be reasonably expected to adversely affect the conditionality, enforceability, termination, aggregate principal amount or availability of the Debt Financing. (d) Except as expressly set forth in such the Commitment Letters, there are no conditions precedent to the obligations of the Debt Financing Sources and the Equity Investor, as applicable, to provide the Financing or any contingencies that would permit the Debt Financing Sources or the Equity Investor, as applicable, to reduce the aggregate principal amount of the Financing, including any condition or other contingency relating to the amount or availability of the Financing pursuant to any “flex” provision. As of the date hereof, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in any of the Commitment LetterLetters on or prior to the Closing Date, nor does Parent have knowledge as of the date hereof that any Debt Financing Sources or Equity Investor will not perform its obligations thereunder. There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Letters that could affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Financing. (e) The Financing, if funded in accordance with the Commitment Letters and 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 with cash proceeds on the Closing Date sufficient for the satisfaction on the Closing Date of all of Parent’s obligations under this Agreement and the Commitment Letters to be funded on the Closing Date, including the payment of the Merger Consideration payable on the Closing Date, and any fees 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 contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letters (such amounts, collectively, the “Financing Amounts”). From and after the Closing Date, Parent, together with the Surviving Corporation, will have sufficient cash on hand or other sources of immediately available funds to enable it to settle conversions or effect redemptions of the Convertible Notes pursuant to the terms of the Convertible Notes Indenture. (f) As of the date hereof, 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 not been amendedoccurred which (with or without notice, restated lapse of time or otherwise modified both) would constitute a breach or waived prior failure to satisfy a condition by Parent under the terms and conditions of the Commitment Letters. Parent has 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 to be paid by it on or before the Closing Date. As of the date hereof, the Commitment Letters have not been modified, amended or altered and none of the respective commitments thereunder have been terminated, reduced, withdrawn or rescinded in any respect and, to the Knowledge of Parent, no termination, reduction, withdrawal or rescission thereof is contemplated (except as contemplated or as permitted as of the date hereof in the Debt Commitment Letter). Notwithstanding the foregoing, any amendment, supplement or modification to effectuate any “market flex” terms contained in the Debt Fee Letters provided as of the date hereof or to add or replace any additional agents, lenders, lead arrangers, bookrunners, syndication agents or other financial institutions thereto as provided for in the Debt Commitment Letter have shall be permitted and shall not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none require written consent of the Financing Sources are, in default Company. (g) In no event shall the receipt or breach availability of the terms of the Debt Commitment Letter. There are no conditions precedent any funds or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from financing (including the Financing, together with ) by Parent or any of its Affiliates or any other cash financing or other transactions be a condition to any of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of BuyerParent’s obligations under this Agreement.

Financing. Buyer Parent has delivered to Seller true the Company true, complete and complete fully correct copies of: (i) the executed copies of the Commitment Lettercommitment letter, dated as of December 2April 26, 2014, by and 2011 among Buyer, X.X. Xxxxxx Securities LLCMerger Sub, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, X.X. Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. UBS Loan Finance LLC and U.S. Bank National AssociationUBS Securities LLC and excerpts of those portions of the executed fee letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms agreed to by the parties thereto) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments to thereto and each such letter in effect as of the date of this Agreement (fee letter, collectively, the “Debt Commitment LetterFinancing Commitment”), pursuant to which, upon the terms and subject to the terms conditions set forth therein, JPMorgan Chase Bank, N.A., X.X. Xxxxxx Securities LLC, UBS Loan Finance LLC and conditions thereof, each of the parties thereto (other than Buyer) UBS Securities LLC have severally agreed to lend the amounts set forth therein (the provision “Debt Financing”) for the purpose of such funds funding the transactions contemplated by this Agreement; and (ii) the executed equity commitment letter, dated as of April 26, 2011 among Parent and the Guarantors (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Guarantors has committed to invest the cash amount set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”) for ). None of the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter Financing Commitments has not been amended, restated amended or otherwise modified or waived prior to the date of this Agreement, and and, as of the date hereof, (x) the respective commitments contained in the Debt Commitment Letter Financing Commitments have not been withdrawn, modified modified, amended, terminated or rescinded in any respect prior to and (y) no such withdrawal, termination, rescission, amendment or modification is contemplated (other than amendments and modifications permitted under Section 5.10). As of the date hereof, there are no side letters or other agreements, Contracts or arrangements to which Parent or any of this Agreementits Affiliates is a party that could affect the availability of the Financing. The Debt Commitment Letter is As of the date hereof, the Financing Commitments are in full force and effecteffect and constitute the legal, valid and Buyer is notbinding obligations of each of Parent, and Merger Sub and, to the knowledge of BuyerParent, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letterother parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “flex” provisions), other than as described expressly set forth in the Debt Commitment LetterFinancing Commitments. Subject Assuming the accuracy of the representations and warranties set forth in Section 3.2 and performance by the Company of its obligations hereunder, the aggregate net proceeds to be disbursed pursuant to the terms agreements contemplated by the Financing Commitments, in the aggregate and conditions together with the cash, cash equivalents and marketable securities of the Debt Commitment LetterCompany and its Subsidiaries reflected on the consolidated balance sheet of the Company as at the Balance Sheet Date and the contribution contemplated by the letter agreements set forth on Section 4.12 of the Disclosure Schedule in accordance with the terms thereof, will be sufficient for Parent and the net proceeds Surviving Corporation at the Effective Time to pay all amounts contemplated from hereunder to be paid by them, to redeem the FinancingNotes and to pay the amount outstanding under the Loan and Security Agreement, together to satisfy the obligations of the Company under Section 2.1(d) and to pay all related fees and expenses. As of the date hereof, no event has occurred which would result in any breach or violation of or constitute a default (or an event which with other cash notice or lapse of Buyer time or both would become a default) by Parent or Merger Sub under the Financing Commitments, and Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent on the Closing Date, will, in . Parent has fully paid all commitment fees or other fees required to be paid on or prior to the aggregate, be sufficient for date hereof pursuant to the satisfaction of all of Buyer’s obligations under this AgreementFinancing Commitments.

Financing. Buyer (a) Parent has delivered to Seller true the Company a true, accurate and complete copy of the fully executed copies of the Commitment Letterdebt commitment letter, dated as of December 2August 15, 20142016 (together with all annexes, by schedules and among Buyerexhibits thereto) from the banks named therein to Parent (collectively, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Financing Commitment Letter”), pursuant to whichthe terms, and but subject to the terms and conditions thereofconditions, each of which the lender parties thereto (other than Buyer) have severally agreed committed to lend provide Parent and Merger Sub with debt financing in the amounts set forth therein for purposes of, among other things, financing the Merger and the other transactions contemplated by this Agreement, paying related fees and expenses (such debt financing, as it may be modified (to the provision of such funds as set forth thereinextent permitted by this Agreement), the “Debt Financing”) for the purposes set forth in such Debt Commitment Letter). The Debt Financing Commitment Letter has not been amended, restated or otherwise modified or waived in any manner prior to the date of this Agreement and, as of the date of this Agreement, no such amendment, modification or waiver is pending or contemplated. As of the date of this Agreement, neither Parent nor its Subsidiaries has entered into any side letter or other agreement relating to the funding of the Debt Financing, other than as set forth in the Debt Financing Commitment Letter and the respective fee letters related thereto and there are no arrangements related to the Debt Financing that would be reasonably be expected to affect the availability of the Debt Financing. The proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto), together with cash on hand and each long-term debt financing that replaces all or a portion of the Debt Financing (each such debt financing, each of which shall have conditions to the availability and funding of the proceeds thereof that are no more restrictive, taken as a whole, than the Financing Conditions (as defined below), a “Replacement Financing”, and collectively, the “Replacement Financings”), will be sufficient for the payment of the Merger Amount when due on the Closing. As of the date of this Agreement, the commitments contained in the Debt Financing Commitment Letter have not been withdrawn, modified terminated or rescinded in any respect prior to respect. As of the date of this Agreement. The , the Debt Financing Commitment Letter is in full force and effecteffect and represents a valid, binding and Buyer is notenforceable obligation of Parent and, and to the knowledge Knowledge of BuyerParent, none each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions precedent set forth in Section 1 of the Debt Financing Commitment Letter (the “Financing Conditions”) and subject to the Enforceability Exception. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent, or to the Knowledge of Parent, any other party thereto, under the Debt Financing Commitment Letter, which breach or default would reasonably be expected to result in the inability of Parent to satisfy (or materially delay the ability of Parent to satisfy) any of the Financing Sources areConditions on or prior to the Closing Date. As of the date of this Agreement, in default Parent has no reason to believe that it or breach of any other party thereto will be unable to satisfy the Financing Conditions at or prior to the time contemplated hereunder for the Closing. Parent understands and acknowledges that under the terms of this Agreement, Parent’s obligation thereunder is not in any way contingent upon or otherwise subject to Parent’s consummation of any financing arrangements, Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to Parent. (b) The Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described Financing, when funded in the Debt Commitment Letter. Subject to the terms and conditions of accordance with the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash on hand and the proceeds of Buyer the Replacement Financings, if any, will provide Parent with financing on the Closing Date that is sufficient for (i) the payment of the aggregate consideration payable by Parent on the Closing Date pursuant to Article III hereof and (ii) the payment of all costs, fees and expenses required to be borne by Parent and its Affiliates in connection with this Agreement on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement.

Financing. Buyer has delivered to Seller true and complete fully executed obtained: (i) a debt financing commitment letter (together with copies of any provisions relating to “market flex” or similar provisions affecting the Commitment Letterstructure, pricing, maturity, amortization or any other terms with respect to the financing contemplated by such debt financing commitment letter), dated as of December 2, 2014the date hereof, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx IncorporatedJefferies Finance LLC (“Jefferies”), Bank of AmericaMontreal (“BMO”), N.A.KeyBank National Association (“KeyBank”), Xxxxx Fargo Securities LLCCHS V and Buyer, Xxxxx Fargo Bankpursuant to which each of Jefferies, N.A. BMO and U.S. Bank National AssociationKeyBank has committed to provide or cause to be provided debt financing to Buyer (which includes up to $200,000,000 in bridge financing to be utilized in the event that the issuance and sale of senior secured second lien notes in a comparable amount is not consummated at or prior to the Closing) (the “Bridge Loans”) in connection with the transaction contemplated hereby, including all exhibitsa complete and accurate fully executed copy of which is attached hereto as Exhibit E (the “Bridge Loans Commitment Letter”); (ii) a debt financing commitment letter (together with copies of any provisions relating to “market flex” or similar provisions affecting the structure, schedulespricing, annexes and amendments maturity, amortization or any other terms with respect to the financing contemplated by such letter in effect debt financing commitment letter), dated as of the date hereof, by and among General Electric Capital Corporation (“GE Capital”), GE Canada Finance, Buyer, BMO, Key Bank (together, the “Revolver Lenders”) and Buyer, pursuant to which the Revolver Lenders have committed to provide or cause to be provided debt financing to Buyer (which includes up to $40,000,000 in a senior secured credit facility of this Agreement which up to Cdn $20,000,000 may be available to a Canadian borrower) (the “Revolver Loans”), a complete and accurate fully executed copy of which is attached hereto as Exhibit F (the “Revolver Commitment Letter” and together with the Bridge Loans Commitment Letter, the “Debt Commitment LetterLetters”); and (iii) an equity financing commitment letter, dated as of the date hereof, pursuant to whichwhich CHS V has, among other things, and subject to the terms and conditions thereof, each committed to provide equity financing to Buyer in connection with the transactions contemplated hereby, a complete and accurate fully executed copy of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein which is attached hereto as Exhibit G (the provision of such funds “Equity Commitment Letter”). The Debt Commitment Letters and Equity Commitment Letter shall together be referred to herein as the “Commitment Letters”. Subject to the conditions expressly set forth therein, the “Financing”aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letters provide all funds necessary (a) for to consummate the purposes set forth transactions contemplated hereby, including the payment of the Purchase Price, the deposit of the Escrow Amount, the payoff of the Company Senior Debt Payoff Amount and Indebtedness identified on the Indebtedness Pay-Off Schedule and the payment of the unpaid Seller Transaction Expenses in such Debt Commitment Letteraccordance with the final invoices delivered pursuant to Section 2.02(i)(iv), and (b) to pay all fees and expenses of Buyer at the time of the Closing. The Debt Commitment Letter has not been amended, restated Letters (together with the ancillary documents referenced therein or otherwise modified or waived prior delivered to the date Company’s counsel) constitute all of this Agreementthe agreements entered into between Jefferies, BMO, KeyBank, GE Capital, GE Canada Finance and/or their respective Affiliates and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any Buyer and its Affiliates with respect prior to the date of this Agreementfinancing arrangements contemplated thereby. The Debt Commitment Letter is in full force and effect, and Buyer is not, and Letters are not subject to the knowledge any contingency or condition of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies any kind whatsoever related to the funding of the full amount of the Financing financing contemplated by the Commitment Letters (including any “market flex” provisions or similar provisions affecting the structure, pricing, maturity, amortization or any other terms) other than as described set forth in the Debt executed copies thereof (and in the copy of the “market flex” provision or similar provisions affecting the structure, pricing, maturity, amortization or any other terms excerpted from any related fee letter) attached hereto. The Commitment Letter. Subject Letters are in full force and effect, constitute the legal, valid and binding obligations of Buyer and, to the terms knowledge of Buyer, the other parties thereto, and conditions have not been modified or amended in any respect, and the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded. Neither Buyer nor any of its Affiliates is in breach of any of the Debt Commitment LetterLetters nor do Buyer or any of its Affiliates have knowledge of any breach of the Commitment Letters by any of the other parties thereto. As of the date hereof, to the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s knowledge, (x) neither Buyer nor any other party to any Commitment Letter will be unable to satisfy on a timely basis any of the conditions that are required to be satisfied by it or such other party as a condition to the obligations under this Agreementthe Commitment Letters prior to the expiration thereof and (y) no portion of the financing contemplated by the Commitment Letters will not be made available to Buyer at the Closing. Buyer has paid in full any and all commitment fees and/or other fees required to be paid on or prior to the date hereof under the terms of the Commitment Letters and will pay all other commitment fees and/or other fees required to be paid under the terms of the Commitment Letters upon the Closing. Buyer will not use any portion of the Cdn $20,000,000 of the Revolver Loans to repay any of the Company Senior Debt.

Financing. Buyer has delivered The Company shall, and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to Seller true arrange new debt financing or maintain, and complete fully executed copies amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Commitment LetterCredit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, dated and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as of December 2, 2014, may be requested by any Parent Party; (iii) deliver to the Parent Parties and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. their Financing Sources any financial information pertaining to the Company and U.S. Bank National Associationthe other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all exhibits, schedules, annexes information and amendments data necessary to such letter in effect as satisfy Section 2 of the date Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of this Agreement Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Debt Commitment LetterRequired Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to whichthis clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and subject cause the Company Entities and its Representatives to provide, to the terms Parent Parties and conditions thereoftheir Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, each in the light of the parties thereto circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than Buyerimmaterial incidental expenses) have severally agreed in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to lend include invoices or other reasonably detailed evidence of the amounts set forth therein out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the provision Company or any of such funds as set forth thereinthe Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the “Financing”) for Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms arrangement of the Debt Commitment Letter. There are no conditions precedent Financing and any information used in connection therewith (other than information provided by the Company or contingencies related any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the funding extent finally determined by a court of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject competent jurisdiction to the terms and conditions of the Debt Commitment Letterhave arisen from any Company Entity’s or their respective Representatives’ fraud, the net proceeds contemplated from the Financingwillful misconduct, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreementintentional misrepresentation or bad faith.

Financing. Buyer Parent has delivered to Seller the Company (i) true and complete fully executed copies of the Commitment Letterexecuted written commitments, except for that certain fee letter, dated as the date of December 2this Agreement, 2014from the lenders to the borrower thereunder (collectively, the "Debt Financing Commitments"), pursuant to which the lenders party thereto have agreed, subject only to the terms and conditions set forth therein, to provide or cause to be provided to Parent and/or Merger Sub debt financing in the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement and among Buyerrelated fees and expenses (the "Debt Financing") and (ii) true and complete copies of executed written commitments (collectively, X.X. Xxxxxx Securities LLCthe "Equity Financing Commitments" and together with the Debt Financing Commitments, JPMorgan Chase Bankthe "Financing Commitments"), N.A.pursuant to which the parties thereto have agreed, Xxxxxxx Lynchsubject only to the terms and conditions set forth therein, Pierceto provide or cause to be provided to Parent and/or Merger Sub equity financing in the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses (the "Equity Financing" and together with the Debt Financing, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as the "Financing"). As of the date of this Agreement (the “Debt Commitment Letter”)Agreement, pursuant to which, and subject to the terms and conditions thereof, each none of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter Financing Commitments has not been amended, restated amended or otherwise modified or waived prior to the date of this Agreementmodified, and the respective commitments contained in the Debt Commitment Letter Financing Commitments have not been withdrawnwithdrawn or rescinded, modified or rescinded in any respect prior to respect. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or before the date of this Agreement. The Debt Commitment Letter is Agreement in connection therewith or pursuant thereto, and the Financing Commitments are in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Financing, other than as described set forth in the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent or Merger Sub under any of the Debt Commitment LetterFinancing Commitments. Neither Parent nor Merger Sub is aware of any reason why the conditions set forth in the Financing Commitments would not be satisfied on or before the Closing Date or such other earlier date as may be set forth in the Financing Commitments. Subject to the terms and conditions of the Debt Commitment LetterFinancing Commitments, and subject to the terms and conditions of this Agreement, the net aggregate proceeds contemplated from by the FinancingFinancing Commitments, together with other the cash on hand of Buyer Parent and Merger Sub on the Closing Date, will, in the aggregate, will be sufficient for to pay the satisfaction aggregate Per Share Merger Consideration and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and to pay all of Buyer’s obligations under this Agreementrelated fees and expenses.

Financing. On the Closing Date, Buyer will have sufficient cash, available lines of credit or other sources of immediately available funds to make the Closing Payments. Buyer has delivered to Seller true true, complete, and complete fully executed correct copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “executed Debt Commitment Letter”), pursuant to which, Letters and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effecteffect as of the date hereof and represents a valid, binding and enforceable obligation of Buyer is notand, and to the knowledge of Buyer, none each other party thereto, to consummate the Debt Financing subject only to the satisfaction or waiver of the Financing Sources are, in default Conditions and to the Enforceability Limitations. Subject only to the satisfaction or breach waiver of the terms Financing Conditions, the proceeds of the Debt Financing, together with available cash, will be sufficient to consummate the Transactions, including the making of all Closing Payments on the Closing Date. Buyer has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Debt Commitment LetterLetters. There are no conditions precedent or contingencies related As of the date hereof, assuming the accuracy of the representations and warranties set forth in Article 3 (to the funding of extent required by the full amount definitive agreements governing the Debt Financing) and the conditions set forth in Section 6.1 are satisfied at the Closing, Buyer has no reason to believe that (i) any of the Financing other than as described in Conditions will not be satisfied or (ii) the Debt Commitment Letter. Subject Financing will not be made available to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date. Buyer acknowledges and agrees that under the terms of this Agreement, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreementobligation to consummate the Closing is not in any way contingent upon or otherwise subject to Buyer’s consummation of any financing arrangements, Buyer’s obtaining of any financing or the availability, grant, provision or extension of any financing to Buyer.

Financing. Buyer (a) Parent has delivered to Seller true the Company a true, correct and complete fully copy of an executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such equity commitment letter in effect as of the date of this Agreement (the “Debt Commitment Letter”), ) pursuant to whichwhich Mr. Shuipan Lin has committed, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, to invest in Parent, the cash amount set forth therein in order to allow Parent to make such payment of a portion of the aggregate Per Share Merger Consideration as are contemplated by this Agreement (“Equity Financing”). (b) for As of the purposes set forth in such Debt Commitment Letter. The Debt date hereof, the Commitment Letter has not been amendedamended or modified, restated no such amendment or otherwise modified modification is contemplated (other than amendments or waived prior to the date of this Agreementmodifications that are permitted by Section 6.9), and the respective obligations and commitments contained in the Debt Commitment Letter have not been withdrawn, modified withdrawn or rescinded in any respect prior respect. Assuming (i) the Equity Financing is funded in accordance with the Commitment Letter, (ii) the accuracy of the representations and warranties set forth in Section 4.2 are correct, and (iii) Parent and Merger Sub are obligated to close pursuant to Section 2.2, Parent and Merger Sub will have at and after the date Closing funds sufficient to pay the aggregate Per Share Merger Consideration and any other amounts required to be paid in connection with the consummation of the Transactions contemplated by this AgreementAgreement upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The Debt Commitment Letter is in full force and effecteffect as of the date hereof and constitutes a legal, valid and Buyer is notbinding obligation of Parent, Merger Sub and the other parties thereto (subject to the Bankruptcy and Equity Exception). 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 of Parent or Merger Sub or, to the knowledge of BuyerParent, none of any other parties thereto, under the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There As of the date hereof, Parent and Merger Sub do not have any reason to believe that any of the conditions to the Equity Financing will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Closing. The Commitment Letter contains all of the conditions precedent (or, where applicable, refers to customary conditions precedent for a transaction of the nature contemplated by the Commitment Letter) to the obligations of Mr. Shuipan Lin thereunder to make the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no conditions precedent side letters or contingencies other agreements, contracts or arrangements to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than as described expressly set forth in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement.

Financing. Buyer has delivered (a) Upon the request of Parent, the Company and its Subsidiaries shall use its commercially reasonable efforts to Seller true take any actions reasonably requested by Parent that are necessary to facilitate the payoff by Parent (or in the case of letters of credit, facilitate the cash collateralization thereof) on the Closing Date and complete fully executed copies termination on the Closing Date (to the extent provided therein and pursuant to the terms thereof) (the “Debt Payoff”) of the Commitment LetterCredit Agreement, dated as of November 2, 2015 (as amended by Amendment No. 1 thereto, dated as of December 22, 2015, Amendment No. 2 thereto, dated as of May 2, 20142016 and Amendment No. 3 thereto, dated as of November 3, 2016) by and among Buyer, X.X. Xxxxxx Securities LLCbetween the Company, JPMorgan Chase Bank, N.A., Xxxxxxx Lynchas administrative agent, Pierceand the other parties thereto, Xxxxxx & Xxxxx Incorporatedincluding using commercially reasonable efforts to obtain a payoff letter in connection therewith; provided, Bank that any such action described above shall not be required unless it can be and is conditioned on the occurrence of Americathe Closing, N.A.and it being understood that at the Closing, Xxxxx Fargo Securities LLCParent shall provide all funds required to actually effect such payoff and termination. In no event shall the receipt of such payoff letter or the consummation of the Debt Payoff be a condition to any of the obligations of Parent or Merger Sub hereunder. In addition, Xxxxx Fargo Bankupon the request of Parent, N.A. the Company shall use commercially reasonable efforts to cooperate with and provide such assistance to Parent reasonably requested by Parent in order to facilitate Parent and its counsel (or the Company, in the case of an officer’s certificate required under Section 5.01(c) of the Indenture between the Company and U.S. Bank National Association, including all exhibitsas Trustee, schedulesdated September 8, annexes 2016 (the “Indenture”, and amendments such certificate, the “Notes Assumption Officer’s Certificate”)), in delivering, at the Closing, one or more legal opinions, officer’s certificates or other documents or instruments (the “Indenture Documents”) to such letter in effect as the extent required by the terms of the Indenture in connection with the Merger (the “Notes Assumption”), and the Company shall use commercially reasonable efforts to provide all customary assistance reasonably required by Parent in connection with obtaining the execution of such documents by the other parties required to execute such instruments. Parent shall prepare all necessary and appropriate Indenture Documents and the Company shall have a reasonable opportunity to review and comment upon such documents. (b) Prior to the Closing, the Company shall use commercially reasonable efforts to, and the Company shall cause each of its Subsidiaries to use commercially reasonable efforts to, and shall use commercially reasonable efforts to cause its and their representatives (including their auditors) to use commercially reasonable efforts to, cooperate with the Parent as necessary, to the extent reasonably requested in writing by Parent, in connection with the offering, arrangement, issuance or sale of any senior unsecured notes issued in the capital markets, term loans, bridge loans, or any combination thereof, of Parent in connection with the transactions contemplated hereby (the “Debt Financing”), including using commercially reasonable efforts to: (i) comment on (and to the extent reasonably requested by Parent and reasonably available to the Company, provide information and materials to be used in the preparation of) customary confidential information memoranda or similar offering documents (including prospectuses and prospectus supplements), customary rating agency presentations, and customary lender presentations, in each case for the Debt Financing; (ii) to the extent reasonably available to the Company at such time, furnish Parent for filing with the SEC, if required, and for inclusion in any prospectus or prospectus supplement or offering memorandum with financial and other pertinent historical information regarding the Company as may be reasonably requested by Parent, including, to the extent so available: (A) audited financial statements of the Company for each of the three fiscal years ending more than 60 days prior to the Closing Date (it being acknowledged that Parent has received such financial statements for the fiscal years of the Company ended September 25, 2016, September 27, 2015 and September 28, 2014); (B) unaudited financial statements for any quarterly interim period or periods of the Company (other than the fourth quarter of any fiscal year) ending after the date of the most recently ended fiscal year for which financial statements have been delivered pursuant to the foregoing clause (A) and more than 40 days prior to the Closing Date, together with unaudited financial statements for the corresponding period of the prior year (it being acknowledged that Parent has received such financial statements for the fiscal quarters of the Company ended April 9, 2017 and January 15, 2017); and (C) all other historical financial data regarding the Company reasonably required and requested in writing by Parent (and reasonably available to the Company) to permit Parent to prepare customary pro forma financial statements, and in the case of clauses (A) and (B) meeting the requirements of Rule 3-05 of Regulation S-X under the Securities Act; (iii) (A) cause the Company’s independent accountants to consent to the inclusion of their audit reports with respect to the financial statements furnished pursuant to Section 6.16(c)(ii) and the applicable audited annual financial statements of the Company in any registration statement of the Parent filed with the SEC, if any, relating to the Debt Financing and (B) cause such independent accountants to provide customary comfort letters (including “negative assurance” comfort, if appropriate) in connection with any debt capital markets transaction comprising a part of the Debt Financing to the applicable underwriters, initial purchasers or placement agents thereof in each case, on customary terms and consistent with the customary practice of such independent accountants; and (iv) cooperate reasonably with customary due diligence of the sources of the Debt Financing. (c) The foregoing notwithstanding, neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 6.16 that: (i) would unreasonably interfere with the ongoing business or operations of the Company and/or its Subsidiaries; (ii) would require the Company, its Subsidiaries or any Persons who are directors of the Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing, the Notes Assumption, or the Debt Payoff or execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, except for execution and delivery by an officer of the Company of the Notes Assumption Officer’s Certificate, provided that no officer of the Company who is not expected to continue in such capacity following the Closing will be required to execute and deliver the Notes Assumption Officer’s Certificate; (iii) would cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries; (iv) would require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Debt Financing, the Notes Assumption, or the Debt Payoff prior to the Closing or have any obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument be effective until the Closing; (v) could reasonably be expected to cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability; (vi) could reasonably be expected to conflict with the organizational documents of the Company or its Subsidiaries or any Laws; (vii) could reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any contract to which the Company or any of its Subsidiaries is a party; (viii) provide access to or disclose information that the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries; (ix) prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice; (x) require the Company or any of its Subsidiaries to enter into any instrument or agreement with respect to the Debt Financing, the Debt Payoff or the Notes Assumption that is effective prior to the occurrence of the Closing or that would be effective if the Closing does not occur; (xi) prepare any projections or pro forma financial statements; or (xii) deliver or cause to be delivered any opinion of counsel in connection with the Debt Financing, the Debt Payoff or the Notes Assumption. Nothing contained in this Section 6.16 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. (d) Parent shall indemnify and hold harmless the Company and each of its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorney’s fees), interest, awards, judgments and penalties suffered or incurred in connection with the Debt Financing, the Notes Assumption, or the Debt Payoff, or otherwise in connection with any and all of the matters contemplated by this Section 6.16 (other than arising from fraud on the part of the Company or its Subsidiaries), whether or not the Merger is consummated or this Agreement is terminated. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or its Subsidiaries in connection with the Debt Financing, the Notes Assumption, or the Debt Payoff, or this Section 6.16, whether or not the Merger is consummated or this Agreement is terminated. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 6.16 represent the sole obligation of the Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including the Debt Financing) to be obtained by Parent or Merger Sub with respect to the transactions contemplated by this Agreement and no other provision of this Agreement (including the “Debt Commitment Letter”)Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including, pursuant to which, and subject to for the terms and conditions thereof, each avoidance of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth thereindoubt, the “Debt Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amendedby Parent, restated Merger Sub or otherwise modified any of their respective Affiliates or waived prior any other financing or other transactions be a condition to the date any of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified Parent’s or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of BuyerMerger Sub’s obligations under this Agreement.

Financing. Buyer At the Closing, assuming the funding of the Debt Financing in accordance with the Debt Commitment Letter and after giving effect to any “flex” provision in the Debt Commitment Letter or the related fee letters (including with respect to fees and original issue discount), Parent will have immediately available funds in an amount as is necessary to consummate the Transactions, including the payment by Parent, Merger Sub and the Surviving Corporation of the aggregate amount of the Merger Consideration, other amounts payable pursuant to Article II (including all amounts payable in respect of Company Stock Options, Company Restricted Shares and Company RSUs under this Agreement), any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation and any other amounts, including Indebtedness of the Company and its Subsidiaries, required to be paid in connection with, or as a result of, the consummation of the Transactions (the “Required Amount”). As of the date hereof, Xxxxxx has delivered to Seller true the Company (a) a correct and complete fully executed copies copy of the Commitment Letterdebt commitment letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Associationeven date herewith, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (as may be amended or modified in accordance with the terms hereof, the “Debt Commitment Letter”) and (b) a copy of any fee letters related to the Debt Commitment Letter (the “Fee Letters” and, together with the Debt Commitment Letter, the “Financing Letters”) (which may be redacted to remove the fee amounts, economic terms and the terms of any “flex” provisions that are customarily redacted in transactions of this type, none of which redactions covers terms that reduce the amount of the Debt Financing below the Required Amount or adversely affect the conditionality, enforceability, termination or availability of the Debt Financing), pursuant to which. Pursuant to, and subject to the terms and conditions thereofof, each of the parties thereto (other than Buyer) have severally agreed Debt Commitment Letter, the lender thereunder has committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment LetterLetter (the “Debt Financing”). The As of the date hereof, neither the Debt Commitment Letter nor any Fee Letter has not been amended, restated or otherwise modified or waived prior to the date execution and delivery of this Agreement, no amendment, restatement or other modification is contemplated and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified or rescinded in any respect prior to the execution and delivery of this Agreement (in each case, other than to add lenders, financial institutions, lead arrangers, bookrunners, syndication agents or other similar entities in a manner contemplated by the Debt Commitment Letter). As of the date of this Agreement. The , the Debt Commitment Letter is in full force and effecteffect and constitutes the legal, valid and Buyer is notbinding obligation of Parent and, and to the knowledge Knowledge of BuyerParent, none each of the Financing Sources areother parties thereto, enforceable in default or breach accordance with its terms against Parent and, to the Knowledge of Parent, each of the terms of other parties thereto, subject to the Debt Commitment LetterBankruptcy and Equity Exception. There are no conditions precedent or contingencies related to the funding of obligation to make the full amount of Debt Financing available to Parent pursuant to the Financing Debt Commitment Letter, other than as described expressly set forth in the Debt Commitment Letter. Subject Assuming the satisfaction of the conditions set forth in Section 6.01 and 6.02, the net proceeds of the Debt Financing will, in the aggregate and together with any cash or other funds available to Parent and Merger Sub, be sufficient (after netting out any fees, original issue discount, expenses and similar premiums and charges payable pursuant to the terms and conditions Financing Letters, including after giving effect to the maximum amount of any “flex” provisions) for the payment of the Required Amount. As of the date of this Agreement, (i) no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach or result in a failure to satisfy a condition precedent, in each case, on the part of Parent or, to the Knowledge of Parent, any other parties thereto under any term or condition of the Debt Commitment Letter, and (ii) assuming the net proceeds contemplated from satisfaction or waiver of the Financingconditions set forth in Section 6.01 and Section 6.02 and taking into account the Marketing Period, together with Parent does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing or any other cash of Buyer funds necessary to pay the Required Amount will not be available to Parent on the Closing Date. Parent has fully paid (or caused to be paid) all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Debt Financing. Except for the Fee Letters and customary engagement letters with respect to the Debt Financing (none of which reduces the amount of the Debt Financing below the Required Amount or adversely affects the conditionality, willenforceability, termination or availability of the Debt Financing), as of the date hereof, there are no side letters or other agreements, contracts or arrangements of any kind relating to the Debt Commitment Letter to which Parent or any of its Affiliates is a party, other than as expressly set forth in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this AgreementFinancing Letters.

Financing. Buyer (a) Parent has delivered to Seller the Company true and complete copies of (a) a fully executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such commitment letter in effect as of the date of this Agreement (the “Debt Commitment LetterFinancing Commitments”), pursuant to whichwhich the lender parties thereto (each a “Lender”) have agreed, and subject to the terms and conditions thereof, each of to provide or cause to be provided the parties thereto (other than Buyer) have severally agreed to lend the debt amounts set forth therein (the provision of such funds as “Debt Financing”) and (b) a fully executed equity commitment letter (the “Equity Financing Commitment” and, together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which Lone Star Fund VII (U.S.), L.P. (the “Sponsor”) has committed, subject to the terms and conditions thereof, to provide equity financing in an aggregate amount set forth thereintherein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). (b) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to As of the date of this Agreement, none of the Financing Commitments has been amended or modified, no such amendment or modification is contemplated, and the respective commitments contained in the Debt Commitment Letter Financing Commitments have not been withdrawn, modified rescinded or rescinded in any respect prior to otherwise modified. As of the date of this Agreement. The Debt Commitment Letter is , the Financing Commitments are in full force and effecteffect and constitute the legal, valid and Buyer is notbinding obligation of each of BI-LO Holding, Parent and Merger Sub (in the case of the Debt Financing Commitment) or Parent or Merger Sub (in the case of the Equity Financing Commitment) and, to the knowledge of BuyerParent, the other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). As of the date hereof, none of BI-LO Holding, Parent or Merger Sub has knowledge of any fact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, would reasonably be expected to (i) result in any of the conditions in the Financing Sources are, Commitments not being satisfied or (ii) otherwise result in default or breach the Financing not being available on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date hereof, neither the Sponsor nor any Lender has notified BI-LO Holding, Parent or Merger Sub of its intention to terminate either of the Financing Commitments or not to provide the Financing. (c) Except for the Financing Commitments and fee letter (a complete copy of which has been provided to the Company, with only fee amounts and certain economic terms of the Debt Commitment market flex provisions redacted (the “Fee Letter”)), as of the date hereof there are no side letters or other agreements to which BI-LO Holding, Parent or Merger Sub is a party related to the Financing. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described set forth in the Financing Commitments and the Fee Letter (the “Disclosed Conditions”). Parent has advised the Company of the maximum total amount of fees (including original issue discount) and expenses payable by Parent and Merger Sub under the Debt Commitment Financing. No Lender has any right to impose, and none of the Sponsor, any Lender, BI-LO Holding, Parent or Merger Sub has any obligation to accept, any condition precedent to such funding other than the Disclosed Conditions nor, except as set forth in the Financing Commitments and the Fee Letter. Subject , any reduction to the terms and conditions aggregate amount available under the Financing Commitments on the Closing Date (nor any term or condition which would have the effect of reducing the aggregate amount available under the Financing Commitments on the Closing Date). As of the Debt Commitment Letterdate of this Agreement, assuming compliance by the Company with the provisions of Section 5.11 hereof, none of BI-LO Holding, Parent or Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to BI-LO Holding, Parent or Merger Sub on the Closing Date. (d) Assuming the satisfaction of the conditions to Parent’s and Merger Sub’s obligation to consummate the Merger, the net aggregate proceeds contemplated from by the FinancingFinancing Commitments, if funded in accordance with the Financing Commitments, together with other cash of Buyer BI-LO Holding, Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, willwill be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, to refinance the Second Amended and Restated Credit Agreement, dated March 18, 2011, by and among the Company, the lenders party thereto, and Xxxxx Fargo Bank, National Association, as administrative agent, to refinance the existing ABL Credit Agreement, dated February 3, 2011, by and among BI-LO Holding, the lenders, other parties party thereto and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent (collectively, the “Refinancing”), and to pay all related fees and expenses. (e) BI-LO Holding, Parent or Merger Sub has paid in full any and all commitment or other fees required by the Financing Commitments that are due on or before the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. It is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing or any alternative financing. (f) None of BI-LO Holding, Parent, Merger Sub, the Sponsor or their respective Affiliates have (i) retained any financial advisor on a basis exclusive to Parent, Merger Sub or the Sponsor (or any or all of them on a joint basis) or (ii) entered into an exclusivity, lock-up or other similar agreement, arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing that would prevent such provider from providing or seeking to provide such financing to any third party in connection with a transaction relating to the Company or its Subsidiaries, in the aggregatecase of clauses (i) and (ii), be sufficient for in connection with the satisfaction of all of Buyer’s obligations under Merger or the other transactions contemplated by this Agreement.

Financing. Buyer HTI Acquisition has delivered to Seller true Alleghany (i) true, correct and complete fully executed copies signed counterpart(s) of commitment letters (the "Equity Commitment LetterLetters"), dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments on or prior to such letter in effect as of the date of this Agreement hereof, whereby the parties thereto (the “Debt Commitment Letter”)"Equity Investors") have agreed, pursuant to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, to make or cause to be made in HTI Holding equity investments in cash in the “Financing”aggregate amount of not less than $25,000,000 (the "Equity Commitment"); (ii) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amendeda true, restated correct and complete signed counterpart of a letter agreement by and between HTI Holding and HTI Acquisition, dated on or otherwise modified or waived prior to the date hereof, whereby HTI Holding has agreed to contribute the entire Equity Commitment to HTI Acquisition (the "Contribution Letter"); and (iii) true, correct and complete signed counterpart(s) of this Agreementcommitment letter(s), and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified dated on or rescinded in any respect prior to the date hereof, pursuant to which the lenders party thereto have agreed, subject to the terms and conditions set forth therein, to provided or cause to be provided debt financing in connection with the transactions provided for herein and revolving credit to HTI Acquisition (the "Commitment Letters" and, together with the Equity Commitment Letters and the Contribution Letter, the "Commitments"). The Commitments have not been amended in a manner that would be prohibited by the last sentence of this Agreement. The Debt Commitment Letter is Section 5.6 and are, to the Knowledge of HTI Acquisition, in full force and effect, and Buyer is not, and . The Commitments are subject to no contingencies or conditions other than those set forth in the knowledge of Buyer, none copies of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related Commitments delivered to the funding of the full amount of the Financing other than as described in the Debt Commitment LetterAlleghany. Subject to the terms and conditions of the Debt Commitment LetterCommitments, and subject to the terms and conditions of this Agreement, the net proceeds Commitments would provide HTI Acquisition with acquisition financing at the Effective Time sufficient to consummate the Merger upon the terms contemplated by this Agreement (the "Acquisition Financing"). Nothing contained in this Agreement shall prohibit HTI Acquisition or the Equity Investors from entering into agreements relating to the Financingfinancing or the operation of HTI Acquisition or the Surviving Equity, together with including adding other cash equity providers or operating partners; provided that (i) the aggregate amount of Buyer on the Closing Date, will, Equity Commitment shall not be reduced in any way to less than $25,000,000 and (ii) HTI Acquisition shall have obtained any and all required consents of the aggregate, be sufficient for lenders under the satisfaction of all of Buyer’s obligations under this AgreementCommitment Letters.

Financing. Buyer Parent has delivered to Seller the Company true and complete fully copies of: (i) the executed copies of the Commitment Lettercommitment letter, dated as of December 2August 4, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated2011 between Parent, Bank of America, N.A., Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Fargo Incorporated, Barclays Bank PLC, Barclays Capital, the investment banking division of Barclays Bank, Citigroup Global Markets Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC, Xxxxx Fargo JPMorgan Chase Bank, N.A. and U.S. Bank National AssociationX.X. Xxxxxx Securities LLC (collectively, the “Debt Financing Sources”) and excerpts of those portions of the Fee Letter (as defined in the Merger Agreement) and any other executed fee letter and engagement letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments to thereto and each such fee letter in effect as of the date of this Agreement and engagement letter, collectively, (the “Debt Commitment LetterFinancing Commitment”), pursuant to which, upon the terms and subject to the terms and conditions thereofset forth therein, each of the parties thereto (other than Buyer) Debt Financing Sources have severally agreed to lend the amounts set forth therein (the provision “Debt Financing”) for the purpose of such funds funding the Transactions; (ii) the executed equity commitment letter, dated as of August 4, 2011 among Sophia Holding I (as defined in the Merger Agreement) and Xxxxxxx & Xxxxxxxx Capital Partners VI, L.P. and the other parties thereto (collectively, the “Investors”) (the “Transaction Equity Financing Commitment” and together with the Debt Financing Commitment, the “Transaction Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Transaction Equity Financing” and together with the Debt Financing, the “Transaction Financing”); and (iii) the executed equity commitment letter, dated as of August 4, 2011 among Datatel and the Investors (the “Termination Fee Equity Financing Commitment” and together with the Transaction Financing Commitments, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Termination Fee Equity Financing” and together with the Transaction Financing, the “Financing”) for ). None of the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not Financing Commitments have been amended, restated amended or otherwise modified or waived prior to the date of this Agreement, and and, as of the date hereof, the respective commitments contained in the Debt Commitment Letter Financing Commitments have not been withdrawn, modified terminated or rescinded in any respect prior to respect. As of the date hereof, there are no other agreements, side letters or arrangements to which Parent or Merger Sub is a party relating to any of this Agreementthe Financing Commitments that could affect the availability of the Financing. The Debt Commitment Letter is As of the date hereof, the Financing Commitments are in full force and effecteffect and constitute the legal, valid and Buyer is notbinding obligations of each of Parent and, and to the knowledge of BuyerParent, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letterother parties thereto. There are no conditions precedent or contingencies related to the funding of the full amount net proceeds of the Financing (including any “market flex” provisions) other than as described expressly set forth in the Debt Commitment LetterFinancing Commitments. Subject Assuming the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b) or Section 8.3(a) and Section 8.3(b) of the Merger Agreement, as applicable, the aggregate proceeds to be disbursed pursuant to the terms and conditions of agreements contemplated by the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, willTransaction Financing Commitments, in the aggregateaggregate and together with the available cash, cash equivalents and marketable securities of Datatel and its Subsidiaries, will be sufficient for Parent and the satisfaction Surviving Corporation (as defined in the Merger Agreement) to pay the Merger Consideration (as defined in the Merger Agreement), Purchaser Company to pay the Purchase Price, Datatel and each of its Subsidiaries to refinance their outstanding Indebtedness that is required by its terms to be refinanced in connection with the consummation of the Transactions and the Datatel Entities and their respective Subsidiaries to pay the fees and expenses of the Datatel Entities and the SunGard Entities (to the extent reimbursable under Section 7.15 of the Merger Agreement) related to the foregoing. As of the date hereof, no event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent under any of the Financing Commitments, and neither Sophia Holding I nor Datatel has any reason to believe that any of the conditions to any of the Financing will not be satisfied or that the Financing will not be available to Sophia Holding I or Datatel, as applicable, on the Asset Closing Date or, in the case of the Termination Fee Equity Financing, on the date the Parent Termination Fee (as defined in the Merger Agreement) is payable in accordance with Section 9.2(b) of the Merger Agreement. The Datatel Entities have fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Except as otherwise contemplated by Section 9.4 of Buyer’s the Merger Agreement, the obligations of the Datatel Entities under this AgreementAgreement and the Merger Agreement are not subject to any conditions regarding their ability to obtain financing for the Transactions.

Financing. Buyer has delivered (a) Purchaser shall and shall cause its Affiliates to Seller true take, or cause to be taken, all actions, and complete fully executed copies of to do, or cause to be done all things necessary, proper or advisable to consummate the Financing or any Substitute Financing (as defined below) as promptly as possible following the date hereof, including, (i) complying with and maintaining in effect the Commitment Letter, dated as of December 2, 2014, by (ii) negotiating and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, entering into definitive agreements with respect to the Financing including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions contained in the Commitment Letter so that such agreements are in effect no later than the Closing, (iii) satisfying as soon as possible and on a timely basis all the conditions to the Financing and the definitive agreements related thereto, (iv) accepting to the fullest extent all “market flex” contemplated by the Commitment Letter (or any fee letter relating thereto) and (v) enforcing its rights under the Commitment Letter in the event of a breach by the Financing Parties that could reasonably be expected to impede or delay Closing. In the event that all conditions to the Commitment Letter have been satisfied or, upon funding shall be satisfied, Purchaser and its Affiliates shall use their best efforts to cause the Financing Parties to fund on the Closing Date the Financing, to the extent the proceeds thereof are required to consummate the Merger and the other transactions contemplated hereby (including by taking enforcement action to cause the Financing Parties to fund such Financing). Purchaser shall, after obtaining Knowledge thereof, each give Company prompt written notice of any (A) breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by a Financing Party or any party to any definitive document related to the Financing, (B) actual or threatened withdrawal, repudiation or termination of the Financing by the Financing Parties, (C) material dispute or disagreement between or among any parties thereto to the Commitment Letter or any definitive document related to the Financing, (D) amendment or modification of, or waiver under, the Commitment Letter or any related fee letters or (E) change, circumstance or event which causes Purchaser or Merger Sub to believe that it will not be able to timely obtain all or any portion of the Financing on the terms, in the manner or from the Financing Parties or sources contemplated by the definitive documents related to the Financing. Purchaser shall keep Company informed on a reasonably current basis of the status of its efforts to arrange the Financing contemplated by the Commitment Letter, including providing copies of all definitive agreements related to the Financing. Other than as permitted pursuant to the immediately following sentence, neither Purchaser nor its Affiliates shall materially amend, modify, terminate, assign or agree to any waiver under the Commitment Letter or any related fee letters without the prior written approval of Company that would (I) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount) or (II) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the Financing, or otherwise expand, amend or modify any other than Buyerprovision of the Commitment Letter or the related fee letters in a manner that would reasonably be expected to (1) have severally agreed delay or prevent or make less likely the funding of the Financing (or satisfaction of the conditions to lend the Financing) on the Closing Date or (2) adversely impact the ability of Purchaser or Merger Sub, as applicable, to enforce its rights against the Financing Parties or any other parties to the Commitment Letter or the definitive agreements with respect thereto. Notwithstanding the foregoing, Purchaser shall be permitted to reduce the amount of Financing by an amount equal to the net cash proceeds received by Purchaser from any offering of (i) debt or equity securities issued by Purchaser or (ii) syndicated term loans of or guaranteed by Purchaser or any of its Subsidiaries, in each case, after the date hereof and prior to the Closing Date (provided that the funding of the Merger Consideration is described as a use of proceeds in any prospectus or term loan agreement, as applicable, related to such offering) (“Offering Proceed”), provided that Purchaser shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Purchaser and Merger Sub, including cash on hand and marketable securities of Purchaser, Company and their respective Subsidiaries that are committed to fund the Merger Consideration, to consummate the Merger and the transactions contemplated by this Agreement, and provided, further, that such reduction shall not (A) expand upon or amend in any way that is adverse to the Company the conditions precedent to the Financing as set forth in the Commitment Letter or (B) prevent or materially impede or materially delay the availability of the Financing and/or the consummation of the Merger and the transactions contemplated by this Agreement. In the event that new commitment letters are entered into in accordance with any amendment, replacement, supplement or other modification of the Commitment Letter permitted pursuant to this Section 5.14, such new commitment letters shall be deemed to be a part of the “Financing” and deemed to be the “Commitment Letter” for all purposes of this Agreement. Purchaser shall promptly deliver to Company copies of any termination, amendment, modification, waiver or replacement of the Commitment Letter or any fee letters. If funds in the amounts set forth therein (in the provision of Commitment Letter, or any portion thereof, become unavailable, or it becomes reasonably likely that such funds as may become unavailable to Purchaser on the terms and conditions set forth therein, in each case, other than as a result of receipt of Offering Proceeds, Purchaser shall, and shall cause its Affiliates, as promptly as practicable following the occurrence of such event to (x) notify Company in writing thereof, (y) obtain substitute financing (on terms and conditions that are not materially less favorable to Purchaser and Merger Sub, taken as a whole, than the terms and conditions as set forth in the Commitment Letter, taking into account any “market flex” provisions thereof) sufficient to enable Purchaser to consummate the Merger and the other transactions contemplated hereby in accordance with its terms (the “Substitute Financing”) and (z) obtain a new financing commitment letter that provides for such Substitute Financing and, promptly after execution thereof, deliver to Company true, complete and correct copies of the new commitment letter and the related fee letters (in redacted form reasonably satisfactory to the Persons providing such Substitute Financing removing only the fee information, expense information and successful syndication information) and related definitive financing documents with respect to such Substitute Financing. Upon obtaining any commitment for any such Substitute Financing, such financing shall be deemed to be a part of the “Financing”) ” and any commitment letter for such Substitute Financing shall be deemed the purposes set forth in such Debt “Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date ” for all purposes of this Agreement. The Debt Notwithstanding the foregoing, neither Purchaser nor any of its Affiliates shall enter into, or agree to enter into, any new commitments for any financing that would result in a reduction of the commitments set forth in the Commitment Letter is unless the conditions precedent of such new commitments are not materially less favorable to Purchaser and its Affiliates than the conditions precedent set forth in full force and effect, and Buyer is not, and the Commitment Letter as in effect on the date hereof. (b) Notwithstanding anything contained in this Agreement to the knowledge of Buyercontrary, none of the Financing Sources are, Purchaser expressly acknowledges and agrees that Purchaser’s and Merger Sub’s obligations hereunder are not conditioned in default any manner upon Purchaser or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from Merger Sub obtaining the Financing, together any Substitute Financing or any other financing. Purchaser’s breach of any of its representations or warranties in Section 3.1(f), Purchaser’s or Merger Sub’s breach of any of their respective obligations in this Section 5.14, the failure, for any reason, of Purchaser and Merger Sub to have sufficient cash available on the Closing Date to pay the Merger Consideration in accordance with Article II hereof (and any other cash of Buyer amounts that may have to be paid pursuant to Section 1.11) and/or the failure to so pay the Merger Consideration on the Closing Date, willin each case, shall constitute a willful and intentional breach of this Agreement by Purchaser and Merger Sub. (c) For the period from the date hereof and the Closing, Company shall provide and shall use its commercially reasonable efforts to cause each of its Representatives, including legal, tax, regulatory and accounting, to provide, all cooperation reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Company and its Subsidiaries), including (i) as promptly as reasonably practicable providing information (financial or otherwise) relating to Company to the Persons providing the Financing (the “Financing Parties”) (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Purchaser and Company customary or reasonably necessary for the completion of such Financing) to the extent reasonably requested by Purchaser to assist in preparation of customary offering or information documents to be used for the completion of the Financing, (ii) participating in a reasonable number of meetings (including customary one-on-one meetings with the lead arrangers for such Financing), presentations, road shows, drafting sessions, due diligence sessions (including accounting) and sessions with the rating agencies at times and at locations reasonably acceptable to Company, (iii) reasonably assisting in the preparation of (A) any customary offering documents, bank information memoranda, prospectuses and similar documents, which contain, to the extent reasonably available, all financial statements and other data required to be included therein, and all other data (including selected financial data) that the SEC would require in a registered offering or that would be necessary for an investment bank to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with a registered offering and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts for the Financing, (v) providing customary authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material non-public information about Company or their respective Affiliates or securities, (vi) providing audited financial statements of Company covering the three (3) fiscal years of Company ended at least seventy-five (75) days prior to the Closing Date, unaudited financial statements (excluding footnotes) for any fiscal quarter of Company ended after the date of the most recent audited financial statements and at least forty-five (45) days prior to the Closing Date, in each case to the aggregateextent then available, and (vii) cooperating reasonably with Financing Parties’ due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of Company; provided that until the Closing occurs, Company shall (A) have no liability or any obligation under any agreement or document related to the Financing or (B) not be sufficient required to incur any other liability in connection with the Financing unless simultaneously reimbursed or reasonably satisfactorily indemnified by Purchaser. Parent shall, promptly upon request by Company, reimburse Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Company or any of its Subsidiaries in connection with the satisfaction cooperation of Company and its Subsidiaries contemplated by this Section 5.14 (without duplication of any reimbursement pursuant to the preceding sentence). Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless Company and its Subsidiaries and their respective representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments and penalties suffered or incurred in connection with any Financing or other securities offering of Buyer’s obligations Parent and/or its Subsidiaries or any assistance or activities provided in connection therewith. (d) Purchaser shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts that become due and payable prior to the Closing Date under the Commitment Letter or the related fee letters, including without limitation the fees described in the fee letter dated July 9, 2012 among Credit Suisse AG, Credit Suisse Securities (USA) LLC and Purchaser. (e) Purchaser shall not permit the borrowing availability under that certain credit agreement, dated as of September 30, 2010, among Purchaser, Bank of America N.A. and certain other parties thereto (as amended, restated, supplemented, extended or replaced from time to time, the “Existing Credit Agreement”) to be less than $1,300,000,000 at any time prior to the Closing. Purchaser shall take all actions reasonably necessary to ensure that the Existing Credit Agreement remains in full force and effect and shall not enter into or permit any amendments, waivers or other modifications to the Existing Credit Agreement that would reasonably be likely to (i) cause the revolving loans under the Existing Credit Agreement to be unavailable to Purchaser on the Closing Date or (ii) result in the borrowing availability under the Existing Credit Agreement being less than $1,300,000,000 at any time on or prior to the Closing Date; provided that, notwithstanding the foregoing, Purchaser shall be permitted to reduce such borrowing availability by an amount equal to any Offering Proceeds received by Purchaser in excess of those required to reduce the amount of the Financing commitments to zero, provided that Purchaser shall not reduce such borrowing availability to an amount below the amount that is required, together with the financial resources of Purchaser and Merger Sub, including cash on hand and marketable securities of Purchaser, Company and their respective Subsidiaries that are committed to fund the Merger Consideration, to consummate the Merger and the transactions contemplated by this Agreement.

Financing. Buyer (a) Parent has delivered to Seller true the Company true, complete and complete fully executed correct copies of the Commitment Letter, dated (i) an executed equity commitment letter in effect as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Associationthe date hereof, including all exhibits, schedules, annexes and amendments thereto (the “Equity Commitment Letter”) from the Guarantors, pursuant to which the Guarantors have committed to provide to Parent, subject to the terms and conditions therein, equity financing in the amount set forth therein for the purposes of financing a portion of the aggregate Merger Consideration, Warrant Consideration and LTI Award Consideration payable at the Closing under this Agreement (the “Equity Financing”), which Equity Commitment Letter provides that the Company is a third party beneficiary thereof and is entitled to enforce such agreements, in each case to the extent expressly provided for in the enforcement provisions of the Equity Commitment Letter, and (ii) an executed debt financing commitment letter from the Lenders in effect as of the date of this Agreement hereof, including all exhibits, schedules, annexes and amendments thereto, and each fee letter associated therewith (collectively, the “Fee Letter,” and together with such debt financing commitment letter, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) (it being understood that the Fee Letter may be customarily redacted; provided, however, that no provisions that, or that could reasonably be expected to, adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Effective Time may be redacted), pursuant to whichwhich the Lenders have committed to provide to Parent and/or Merger Sub, and subject to the terms and conditions thereoftherein, each of the parties thereto (other than Buyer) have severally agreed to lend debt financing in the amounts set forth therein (the provision of such funds as set forth therein“Debt Financing” and, together with the Equity Financing, the “Financing”) for ). There are no side letters or other agreements, Contracts, understandings or arrangements to which Parent or Merger Sub is a party that could reasonably be expected to adversely affect the purposes availability of the Financing other than as expressly set forth in such the Commitment Letters delivered to the Company pursuant to this Section 4.9(a) (it being understood and agreed that: (i) Parent or a subsidiary thereof may issue senior notes or other debt securities in lieu of all or a portion of the senior bridge facility referred to in the Debt Commitment Letter. The Debt , (ii) Parent or its affiliates may, in its or their sole and absolute discretion (but shall not be required to), issue preferred equity at the Closing (in lieu of the senior notes or other debt securities in lieu of a portion of the senior bridge facility) to Permitted Preferred Purchasers, and (iii) Permitted Co-Investors may be added to the Equity Commitment Letter or deliver an equity commitment letter of their own in substantially similar form (except for amount) to the Equity Commitment Letter for a portion of the Equity Financing). (b) As of the date of this Agreement: (i) each Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of each of the Guarantors, Parent and Merger Sub, as applicable, and to the knowledge of Parent, each of the other parties thereto, in each case, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting creditors’ rights and remedies generally; (ii) each Commitment Letter has not been amendedamended or modified in any respect and no such amendment or modification is contemplated or pending (other than amendments or modifications to the Debt Commitment Letter solely (A) to add lenders, restated lead arrangers, bookrunners, syndication agents and similar entities, (B) in connection with the implementation of any “market flex” provisions or otherwise modified “securities demand” terms contained in the Debt Commitment Letter, (C) to implement a Replacement Commitment Facility (as defined in the Debt Commitment Letter entered into as of the date hereof) or waived issue preferred equity at the Closing (in lieu of the senior notes or other debt securities in lieu of a portion of the senior bridge facility) to Permitted Preferred Purchasers, and (D) amendments to the Equity Commitment Letter to add Permitted Co-Investors or to replace a portion of the Equity Financing with a substantially similar equity commitment letter of any Permitted Co-Investor); and (iii) the commitments contained in the Commitment Letters have not been withdrawn, terminated, reduced or rescinded in any respect (other than as permitted in the immediately preceding clause (ii)(D)). As of the date of this Agreement, Parent has paid (or caused to be paid) in full any and all fees (including commitment fees and other fees) required to be paid under the Debt Commitment Letter that are payable on or prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to . (c) As of the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There there are no conditions precedent or other contractual contingencies (including pursuant to any “flex” provisions in the Fee Letter or otherwise) related to the funding of the full amount (or any portion) of the Financing other than except as described expressly set forth in the Debt Commitment LetterLetters. Subject As of the date of this Agreement, to the terms and conditions knowledge of the Parent, no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a failure to satisfy a condition precedent to be satisfied by any Guarantor, Parent or Merger Sub, as applicable, for the Guarantors’ and Lenders’ obligations to fund the Equity Financing and Debt Financing, respectively. (d) Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, completion of the Marketing Period and that the Financing is funded in accordance with the Commitment LetterLetters, the net proceeds contemplated from by the Financing, together with other cash of Buyer on the Closing DateCommitment Letters, will, in the aggregate, be sufficient for constitute the satisfaction of all of Buyerfunds necessary to satisfy Parent’s and Merger Sub’s payment obligations under this AgreementAgreement at the Effective Time, including payment in cash of the aggregate Merger Consideration, Warrant Consideration and LTI Award Consideration payable at the Effective Time, refinancing of the Company’s indebtedness outstanding under the Credit Agreement and the 2021 First Lien Notes (in each case, including all applicable interest, fees and premiums), and to pay all related fees and expenses required to be paid by Parent and Merger Sub in connection with the Merger, in each case, at the Effective Time (such amount, the “Required Financing Amount”). (e) Parent has caused to be delivered to the Company a true, complete and correct copy of the duly executed Limited Guarantee. The Limited Guarantee is in full force and effect, has not been amended, modified, withdrawn or rescinded in any respect, and is the legal, valid, binding and enforceable obligation of each of the Guarantors. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would constitute a default or breach on the part of any Guarantor under the Limited Guarantee.

Financing. Buyer Parent has delivered to Seller the Company a true and complete fully executed copies copy of the Commitment Letter, dated as of December 2, 2014, by executed commitment letter and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all related exhibits, schedules, annexes and amendments to such letter in effect term sheets, dated as of the date of this Agreement Agreement, together with the related fee letter (solely in the “case of the fee letter, with only the fee amounts, pricing, "market flex" provisions and other economic terms that do not adversely affect the enforceability, availability or conditionality of, or the aggregate amount of proceeds available under, the Debt Financing contained therein redacted) (collectively, the "Debt Commitment Letter”"), pursuant to whichwhich the Financing Sources have agreed, and subject only to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as Financing Conditions set forth therein, to provide or cause to be provided the “Financing”) debt financing set forth therein for the purposes set forth of financing the transactions contemplated hereby, including the cash component of the aggregate consideration payable in such Debt Commitment Letterthe Merger. The Such executed Debt Commitment Letter has not been amended, restated amended or otherwise modified in any manner on or waived prior to the date of this Agreement and no amendment, termination or modification is contemplated (it being understood that neither the exercise of "market flex" provisions under the fee letter, nor the joinder or addition of any Financing Sources to the Debt Commitment Letter, shall be deemed an amendment or modification). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other arrangement of any kind relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letter that reduces the amount of, or could affect the conditionality or availability of the Debt Financing on the Closing Date. Assuming (i) the accuracy of the representations and warranties of the respective Company set forth in this Agreement and (ii) the performance by the Company of its obligations hereunder, Parent will have sufficient funds to satisfy all of its obligations under this Agreement and to consummate the transactions contemplated hereby on the Closing Date. The commitments contained in the Debt Commitment Letter have not been withdrawn, modified terminated or rescinded in any respect prior to the date of this Agreementrespect. The Debt Commitment Letter is in full force and effecteffect and represents a valid, binding and Buyer is notenforceable obligation of Parent and, and to the knowledge of BuyerParent, none 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 general principles of equity. Parent has fully paid (or caused to be paid) any and all fees and other amounts that are due and payable on or prior to the Financing Sources aredate of this Agreement in connection with the Debt Financing. No event has occurred which, in with or without notice, lapse of time or both, would constitute a breach or default or breach on the part of Parent or, to the terms knowledge of Parent, any other party thereto under the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Debt Financing on the Closing Date other than as described the Financing Conditions. As of the date hereof, Parent has no reason to believe that, subject to the satisfaction of the conditions precedent set forth in Sections 8.1 and 8.3, (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. As of the date hereof, Parent is not aware of any fact or occurrence that makes any of the assumptions, or the representations or warranties of Parent, in the Debt Commitment LetterLetter inaccurate in any material respect. Subject to Parent acknowledges that the terms and conditions consummation of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this AgreementMerger is not subject to any financing condition.

Financing. Buyer has Parent and Merger Sub have delivered to Seller true the Company true, correct and complete fully executed copies of (a) the Commitment Letterexecuted debt commitment letter, dated as of December 2October 1, 20142020 among Parent, by Merger Sub and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, the Debt Financing Sources party thereto (including all exhibits, schedulesschedules and annexes thereto, annexes and amendments as amended from time to such letter in effect as of time after the date of hereof to the extent not prohibited by this Agreement (Agreement, the “Debt Commitment Letter”), pursuant to whichwhich the Debt Financing Sources have committed, subject only to the terms and conditions set forth therein, to lend the aggregate amounts set forth therein (such lending and funding, the “Debt Financing”) for the purposes set forth therein, (b) the fee letter entered into by Parent, Merger Sub and the Debt Financing Sources in connection with the Debt Financing (the “Fee Letter”); provided that specific fee amounts and specific “market flex” terms, if any, none of which imposes, nor do they permit the imposition of, any new conditions (or the modification or expansion of any existing conditions) may have been redacted, and (c) the executed equity commitment letter, dated as of October 1, 2020, among Parent, the Guarantors and the other parties thereto (including all exhibits, schedules and annexes thereto, as amended from time to time after the date hereof to the extent not prohibited by this Agreement, the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”), pursuant to which the Guarantors have committed, subject to the terms and conditions thereofset forth therein, each of to make a cash equity contribution in the parties thereto (other than Buyer) have severally agreed to lend the amounts aggregate amount set forth therein (such equity contribution, the provision of such funds as set forth therein“Equity Financing” and, together with the Debt Financing, the “Financing”) for the purposes set forth in such Debt Commitment Lettertherein. The Equity Commitment Letter provides that the Company is a third-party beneficiary thereto in accordance with the terms thereof. As of the date hereof, none of the Commitment Letters has been amended, supplemented or modified, no such amendment, supplement or modification is contemplated or pending (other than amendments, supplements or modifications to the Debt Commitment Letter has not been amendedsolely to add additional lenders, restated or otherwise modified or waived prior to the date of this Agreementarrangers, bookrunners and similar entities), and the respective commitments contained in the Debt Commitment Letter Letters have not been withdrawn, modified terminated or rescinded in any respect and, to the knowledge of Parent and Merger Sub, no such withdrawal, termination or rescission is contemplated. Except for the Fee Letter and the Commitment Letters, there are no side letters or Contracts to which Parent, Merger Sub or any Affiliate of either thereof is a party related to the terms, provision, lending, funding or investing, as applicable, of the Financing or the transactions contemplated hereby. As of the date hereof, Parent and Merger Sub have fully paid (or caused to be paid) any and all commitment fees or other fees that are required to be paid pursuant to the Commitment Letters on or prior to the date of this Agreementhereof. The Debt Commitment Letter is Letters are in full force and effecteffect and are the legal, valid, binding and Buyer is notenforceable obligations of Parent, and Merger Sub and, to the knowledge of BuyerParent, none each of the other parties thereto, to fund the full amount of the Financing Sources aresubject only to the satisfaction or waiver of the Financing Conditions, in default or breach of each case subject to the terms of the Debt Commitment LetterBankruptcy and Equity Exceptions. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing (including pursuant to any market flex provisions with respect to the Fee Letter delivered in connection with the Debt Financing), other than as described expressly set forth in the Debt Commitment Letter. Subject Letters delivered to the Company prior to the date hereof or as amended from time to time to the extent not prohibited by the terms and conditions of this Agreement (such conditions, the “Financing Conditions”). As of the Debt date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of Parent or Merger Sub or any of their respective Affiliates or, to the knowledge of Parent, any other party thereto under any of the Commitment LetterLetters, in each case that would reasonably be expected to prevent, delay or impede the net proceeds contemplated from Closing or (ii) result in any portion of the Financingamounts to be provided, together loaned, funded or invested in accordance with other cash of Buyer the Commitment Letters being unavailable on the Closing Date. As of the date hereof and assuming satisfaction or waiver of the conditions set forth in Article VII, willParent has no reason to believe that any of the conditions precedent to the Financing contemplated by the Commitment Letters within the control of Parent and Merger Sub will not be satisfied or that the full amount of the Financing will not be made available to Parent and Merger Sub in full on the Closing Date. Parent is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions precedent to the Financing contemplated by the Commitment Letters within the control of Parent and Merger Sub not to be satisfied or the full amount of the Financing not to be made available to Parent on the Closing Date. As of the date hereof, and assuming satisfaction or waiver of the conditions set forth in Article VII and the aggregatefunding of the Financing in accordance with the Commitment Letters, Parent and Merger Sub will have on the Closing Date funds sufficient to pay all amounts payable by Parent or Merger Sub pursuant to Article II on the Closing Date and to pay any and all fees and expenses required to be sufficient for paid by Parent and Merger Sub in connection with the satisfaction transactions contemplated by this Agreement and the Financing (collectively, the “Financing Uses”). Notwithstanding anything herein to the contrary, each of all Parent and Merger Sub acknowledges and agrees that neither the receipt by Parent or Merger Sub nor the availability to Parent or Merger Sub of Buyer’s the Financing or any other financing shall be a condition to the obligations under this Agreementof Parent or Merger Sub to consummate any of the transactions contemplated hereby.

Financing. Buyer (a) The Parent has delivered to Seller true the Company true, complete and complete fully correct copies of: (i) the executed copies of the Commitment Lettercommitment letter, dated as of December 2May 3, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated2010 between Merger Sub, Bank of America, N.A., Xxxxx Fargo Banc of America Securities LLC, Xxxxx Fargo BankBanc of America Bridge LLC, N.A. and U.S. Barclays Bank National AssociationPLC, including all exhibitsCredit Suisse Securities (USA) LLC, schedulesCredit Suisse AG, annexes and amendments to such letter in effect as of the date of this Agreement Cayman Islands Branch, UBS Loan Finance LLC, UBS Securities LLC (the “Debt Commitment LetterFinancing Commitment”), pursuant to which, upon the terms and subject to the terms and conditions thereofset forth therein, each Bank of the parties thereto America, N.A., Banc of America Securities LLC, Banc of America Bridge LLC, Barclays Bank PLC, Credit Suisse Securities (other than BuyerUSA) LLC, Credit Suisse AG, Cayman Islands Branch, UBS Loan Finance LLC, UBS Securities LLC have severally agreed to lend the amounts set forth therein (the provision “Debt Financing”) for the purpose of such funds funding the transactions contemplated by this Agreement; and (ii) the executed equity commitment letter, dated as of May 3, 2010 among the Parent, Silver Lake Partners III, L.P., Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (collectively, the “Investors”) (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”) for ). None of the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter Financing Commitments has not been amended, restated amended or otherwise modified or waived prior to the date of this Agreement, and and, as of the date hereof, the respective commitments contained in the Debt Commitment Letter Financing Commitments have not been withdrawn, modified terminated or rescinded in any respect prior to respect. As of the date hereof, there are no other agreements, side letters or arrangements to which the Parent or Merger Sub is a party relating to any of this Agreementthe Financing Commitments that could affect the availability of the Financing. The Debt Commitment Letter is As of the date hereof, the Financing Commitments are in full force and effecteffect and constitute the legal, valid and Buyer is notbinding obligations of each of the Parent, and Merger Sub and, to the knowledge of Buyerthe Parent, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letterother parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “flex” provisions), other than as described expressly set forth in the Debt Commitment LetterFinancing Commitments. Subject Assuming the accuracy of the representations and warranties set forth in Section 3.2 and performance by the Company of its obligations under this Agreement, the aggregate proceeds to be disbursed pursuant to the terms agreements contemplated by the Financing Commitments, in the aggregate and conditions together with the available cash, cash equivalents and marketable securities of the Debt Commitment LetterCompany, will be sufficient for the Parent and the Surviving Corporation to pay the aggregate Merger Consideration and to provide Interactive Data (Europe) Limited with sufficient funds to make the deposit into the Escrow Account of the amount of £53 million contemplated by the UK Pension Transitional Agreement, the net proceeds contemplated from amounts to be paid pursuant to Section 2.1(d) and all related fees and expenses. As of the Financingdate hereof, together no event has occurred which would result in any breach or violation of or constitute a default (or an event which with other cash notice or lapse of Buyer time or both would become a default) by the Parent or Merger Sub under the Financing Commitments, and the Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Parent on the Closing Date. The Parent has fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. (b) Except as otherwise contemplated by Section 7.4(b), willthe obligations of the Parent and Merger Sub under this Agreement are not subject to any conditions regarding the Parent’s, in the aggregateMerger Sub’s, be sufficient their respective Affiliates’, or any other Person’s ability to obtain financing for the satisfaction consummation of all of Buyer’s obligations under this Agreementthe transactions contemplated hereby.

Financing. Buyer Parent has delivered provided to Seller true the Company true, accurate and complete copies of (a) fully executed copies of the Commitment Letterequity commitment letters, dated as of December 2the date of this Agreement (the “Equity Commitment Letters”), 2014as to which the Company is a named third party beneficiary, by pursuant to which each of the parties listed on Exhibit D hereto (collectively, the “Investors”) has committed to provide or cause to be provided the cash amounts set forth therein to provide equity financing to Parent and/or Merger Sub, and among Buyer(b) a fully executed debt commitment letter, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect dated as of the date of this Agreement (the “Debt Commitment Letter” and together with the Equity Commitment Letters, the “Financing Commitments”), ) pursuant to which, and subject to the terms and conditions thereof, each of the parties lenders party thereto (other than Buyer) have severally agreed committed to lend provide Merger Sub with loans in the amounts set forth therein described therein, the proceeds of which are to be used to consummate the Offer, the Merger and the other transactions contemplated hereby and pay related fees and expenses (the provision of such funds as set forth therein“Debt Financing” and together with the equity financing pursuant to the Equity Commitment Letter, the “Financing”) for ). Each of the purposes set forth Financing Commitments, in such Debt Commitment Letterthe form so delivered, is a legal, valid and binding obligation of Parent and /or Merger Sub and, to Parent’s knowledge, the other parties thereto. The Debt Commitment Letter has As of this date of this Agreement, the Financing Commitments are in full force and effect and have not been amendedwithdrawn, restated rescinded or terminated or otherwise amended or modified or waived prior to in any respect. As of the date of this Agreement, neither Parent nor Merger Sub is in breach of any of the terms or conditions set forth therein and no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach or failure to satisfy a condition precedent set forth therein on the part of Parent. Parent or Merger Sub has paid any and all commitment or other fees required by the Financing Commitments that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters or other agreements or arrangements relating to the Financing to which Parent, Merger Sub or any of their affiliates are a party containing additional conditions precedent to the Financing. The proceeds funded under the Financing Commitments (or any alternative financing obtained pursuant to Section 6.11), when funded in accordance with the Financing Commitments (or such alternative financing), will constitute all of the financing required for the consummation of the transactions contemplated hereby, together with not more than the Minimum Cash Amount will be sufficient for (i) the satisfaction of all Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the Merger Consideration and the respective commitments contained in Option and Stock Based Consideration (including obligations under Section 1.1(e) and Section 3.2(a)) and (ii) any fees and expenses of or payable by Parent, Merger Sub or the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this AgreementSurviving Corporation. The Debt Commitment Letter is in full force and effectcontains all of the conditions precedent to the obligations of the lenders thereunder to make the Debt Financing available to Parent on the terms therein, and Buyer is not, and the Equity Commitment Letter contains all of the conditions precedent to the knowledge of Buyer, none obligations of the Financing Sources arefunding party to make the equity financing thereunder available to the Parent on the terms therein, in default or breach and, as of the terms of date hereof, neither Parent nor Merger Sub has reason to believe that it will be unable to satisfy on a timely basis any conditions precedent to the Equity Commitment Letter or the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement.

Financing. Buyer (a) Parent has delivered to Seller true the Company true, complete and complete fully executed correct copies of the Commitment Letter(i) executed commitment letters, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement hereof, among Parent, Merger Subsidiary and certain lender parties (the “Debt Commitment LetterFinancing Commitments”), pursuant to whichwhich the lender parties thereto have committed, and subject to the terms and conditions thereof, each to provide or cause to be provided the debt financing set forth therein (including, if applicable, any debt replacement, amended financing or supplement obtained in accordance with Section 6.05, the “Debt Financing”) and (b) an executed equity commitment letter, dated as of the parties thereto date hereof, by and between Irving Place Capital Partners III, L.P. (other than Buyer) have severally agreed the “Equity Commitment Party”), and Parent (the “Equity Financing Commitment,” and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to lend which the amounts Equity Commitment Party has committed, subject to the terms and conditions thereof, to invest an amount as set forth therein (the provision of such funds as set forth therein“Equity Financing,” and together with the Debt Financing, the “Financing”) for the purposes set forth in such Debt Commitment Letter). The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to As of the date of this Agreement, the Financing Commitments are in full force and effect and are legal, valid and binding and enforceable obligations of Parent and Merger Subsidiary, as the case may be, and to the knowledge of Parent, each of the other parties thereto. None of the Financing Commitments has been amended or modified since the date of this Agreement in any respect, no such amendment or modification is contemplated by Parent or Merger Subsidiary (or to the knowledge of Parent and Merger Subsidiary, by the other parties thereto), and as of the date hereof, the respective commitments contained in the Debt Commitment Letter Financing Commitments have not been withdrawn, modified withdrawn or rescinded rescinded. Parent has fully paid any and all commitment fees or other fees in any respect connection with the Financing Commitments that are payable on or prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letterhereof. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing Financing, other than as described expressly set forth in the Debt Commitment Letter. Subject Financing Commitments, and except for the fee letter and engagement letter dated the date hereof (complete copies of which have been provided to the Company, with only fee amounts and economic terms and conditions (none of which would adversely effect the Debt Commitment Letteramount or availability of financing) redacted), there are no side letters or other Contracts relating to the net proceeds contemplated from funding or investing of the Financing, together other than as set forth in or otherwise permitted by the terms of the Financing Commitments that would permit the lenders under the Debt Financing Commitments or the Equity Commitment Party to reduce the total amount of financing or that would materially affect the availability of the Financing. As of the date hereof, no event has occurred which, with other cash or without notice, lapse of Buyer time or both, would or would reasonably be expected to constitute a default or breach on the Closing Datepart of Parent or Merger Subsidiary or, willto the knowledge of Parent, any other party thereto under any of the Financing Commitments. As of the date hereof, assuming the accuracy of the representations and warranties of the Company in the aggregate, be sufficient for this Agreement and the satisfaction of the conditions in Section 9.01 and Section 9.02, Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied. The aggregate proceeds contemplated by the Financing Commitments will at the Closing be sufficient to (i) pay the aggregate Merger Consideration and (ii) pay any and all fees and expenses required to be paid by Parent, Merger Subsidiary and the Surviving Corporation in connection with the Merger and the Financing. (b) As of Buyer’s obligations under the Effective Time, after giving effect to the consummation of the transactions contemplated by this AgreementAgreement and the payment of all fees, costs and expenses payable by Parent with respect to the transactions contemplated hereby and in any loans or financing agreements in connection herewith, Parent shall be solvent and able to pay its debts as they come due.

Financing. Buyer (a) Parent has delivered to Seller the Company true and complete fully executed correct copies of the Commitment Letteran executed debt commitment letter and related term sheet and fee letter (redacted for confidential terms) (collectively, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment LetterFinancing Commitments”)) with Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. pursuant to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) Financing Sources have severally agreed committed to lend provide Parent with loans in the amounts set forth therein described therein, the proceeds of which may be used to consummate the Merger and the other transactions contemplated hereby (such loans and any financing arrangements or securities offerings to supplement or supersede such loans, as the provision of such funds as set forth thereincontext requires, the “Financing”) for ). “Financing Sources” means Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., and their respective affiliates, and any other entities that have committed or will commit to provide or arrange the purposes Financing. To the knowledge of each party, no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a material breach by any party hereto or failure to satisfy a condition precedent set forth in such Debt Commitment Letterthe Financing Commitments. The Debt Commitment Letter has not been amendedNotwithstanding anything in this Agreement to the contrary, restated or otherwise modified or waived prior to the Financing Commitments may be superseded at the option of Parent after the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect Agreement but prior to the date Effective Time by new Financing Commitments, including financing commitments from one or more additional or other parties, in accordance with this Section 5.13 (the “New Financing Commitments”); provided, however, that, without the written consent of this Agreement. The Debt Commitment Letter is in full force and effectthe Company (which consent shall not be unreasonably withheld, and Buyer is notconditioned or delayed), and to any such New Financing Commitments shall not (A) reduce the knowledge of Buyer, none aggregate amount of the Financing Sources are(except to the extent of any proceeds of any securities offering of Parent or one of its Subsidiaries after the date hereof), (B) add new (or modify, in default or breach of the terms of the Debt Commitment Letter. There are no a manner materially adverse to Parent, any existing) conditions precedent or contingencies related to the funding of on the full amount Closing Date of the Financing other than as described set forth in the Debt Commitment LetterFinancing Commitments or the Definitive Financing Agreements or (C) prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Subject In such event, the term “Financing Commitments” as used herein shall be deemed to include the New Financing Commitments to the terms extent then in effect. Parent shall deliver to the Company copies of any such New Financing Commitments as promptly as practicable (and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreementno later than one Business Day) after execution thereof.

Financing. Buyer (a) Parent has delivered to Seller true the Company complete and complete correct copies of (i) a fully executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such commitment letter in effect as of the date of this Agreement (the “Debt Commitment Letter”) from Bank of America, N.A., Bank of America Securities LLC and Credit Suisse Securities (USA) LLC (together, the “Senior Lenders”), pursuant to whichwhich such financial institutions have committed, upon the terms and subject to the terms and conditions thereof, each of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, to provide (A) senior credit facilities in the amount of up to $325 million, (B) up to $215 million in senior subordinated bridge financing (the “Bridge Financing”), and (C) any high yield debt financing (the “High Yield Debt Financing”) for used to fund the purposes acquisition in lieu of the Bridge Financing in connection with the transactions contemplated by this Agreement (collectively, the “Debt Financings”) and (ii) a fully executed commitment letter from Blackstone Capital Partners V L.P. (the “Equity Commitment Letter”), pursuant to which Blackstone Capital Partners V L.P. has committed, upon the terms and subject to the conditions set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amendedtherein, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained provide equity financing in the Debt Commitment Letter have not been withdrawn, modified or rescinded aggregate amount of up to $335 million in any respect prior to connection with the date of transactions contemplated by this Agreement. The Debt Commitment Letter is and the Equity Commitment Letter are hereinafter referred to collectively as the “Commitment Letters.” (b) As of the date hereof: (i) the Commitment Letters are in full force and effecteffect and the Commitment Letters have not been amended or terminated; (ii) all commitment fees required to be paid thereunder will be duly paid in full when due; and (iii) excluding any breach caused by the Company or its Subsidiaries, and Buyer there is no breach existing thereunder. Parent has not, and as of the date hereof, been informed by the Senior Lenders of any fact, occurrence or condition unrelated to the knowledge of Buyer, none Company that would cause the financing contemplated by either of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related Letters to the funding of the full amount of the Financing other than not be consummated as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreementtherein.

Financing. Buyer Parent has delivered to Seller true the Company true, correct and complete fully executed copies of the Commitment Lettercopies, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement Agreement, of (i) the executed securities purchase agreement from private investment funds affiliated with GTCR LLC as well as existing indirect owners of Parent (the “Equity Purchase Agreement”) to invest, subject to the terms and conditions therein, cash in the aggregate amounts set forth therein (the “Equity Financing”), (ii) an executed commitment letter and a Redacted Fee Letter from Xxxxxx Xxxxxxx Senior Funding, Inc. and Barclays Bank PLC (the “Debt Commitment Letter” and, together with the Equity Purchase Agreement, collectively referred to as the “Financing Letters”), pursuant to whichwhich the lenders party thereto (collectively, and the “Lenders”) have committed, subject to the terms and conditions thereofset forth therein, each of the parties thereto (other than Buyer) have severally agreed to lend debt financing in the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement and related fees (being collectively referred to as the provision of such funds “Debt Financing”, and together with the Equity Financing, collectively referred to as set forth therein, the “Financing”) for ). None of the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter Financing Letters has not been amended, restated amended or otherwise modified or waived prior to the date of this Agreement, Agreement and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to as of the date of this Agreement, no such amendment or modification is contemplated (other than amendments or modifications that are permitted by Section 4.10), and as of the date of this Agreement, the respective obligations and commitments contained in the Financing Letters have not been withdrawn or rescinded in any respect. The Debt Commitment Letter Except for fee letters and engagement letters with respect to the Financing, as of the date hereof, there are no side letters or agreements (whether written or oral) to which Parent, Merger Sub or any of their Affiliates is a party related to the funding or investing, as applicable, of the Financing that could affect the availability of the Financing, or which include conditions precedent to the obligations of the parties thereunder, other than as expressly set forth in the Financing Letters delivered to the Company prior to the date hereof. Parent has fully paid or caused to be fully paid any and all commitment fees or other fees in connection with the Financing Letters that are payable on or prior to the date hereof, and as of the date hereof, the Financing Letters are in full force and effecteffect and are the legal, valid, binding and Buyer is notenforceable obligations of CII, Parent and Merger Sub, as the case may be, and, to the knowledge Knowledge of BuyerParent or Merger Sub, none each of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letterother parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Financing, other than as described expressly set forth in the Debt Commitment LetterFinancing Letters. Subject As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of CII, Parent or Merger Sub or, to the terms and conditions Knowledge of Parent or Merger Sub, any other party thereto under any of the Debt Commitment Financing Letters. As of the date hereof, Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Letters applicable to it or CII will not be satisfied. Assuming the Financing is funded in accordance with the Financing Letters, Parent and Merger Sub, in the aggregate and together with the available cash and cash equivalents of the Company, will have at and after the Closing funds sufficient to (i) pay the aggregate Merger Consideration, the aggregate Option Consideration and the aggregate Company RSU Consideration, (ii) finance the repayment or refinancing of debt contemplated by this Agreement or either Financing Letter, (iii) pay any and all fees and expenses required to be paid by Parent, Merger Sub and the net proceeds contemplated from Surviving Corporation in connection with the Merger and the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of and (iv) satisfy all of Buyer’s the other payment obligations under this Agreementof Parent, Merger Sub and the Surviving Corporation contemplated hereunder.

Financing. Buyer At the Effective Time, Parent will have and will make available to Merger Subsidiary sufficient funds to consummate the transactions (including sufficient funds necessary to acquire all Shares of the Company pursuant to the Offer and the Top-Up Option, to repay all of the Company’s outstanding indebtedness, other than accrued trade debt which shall be assumed by the Surviving Company, and to pay all fees and expenses and other amounts related to the Merger, the Offer and other transactions contemplated by this Agreement). As of the date hereof, Parent has delivered to Seller true the Company true, correct and complete fully executed copies of one or more executed commitment letters, including exhibits, schedules and amendments thereto (such letters collectively, the Commitment “Financing Letters”) from the financial institutions identified therein (the “Financing Sources”) with respect to one or more debt and/or equity financings in the amounts set forth therein for the purpose of funding the transactions contemplated by this Agreement (being collectively referred to as the “Financing”). As of the date hereof, none of the Financing Letters has been amended or modified, no such amendment or modification is contemplated, and the respective obligations and commitments contained in such letters have not been withdrawn, terminated, rescinded, amended or modified in any respect. As of the date hereof, Parent or Merger Subsidiary has fully paid any and all commitment fees or other fees in connection with the Financing Letters that were payable on or prior to the date hereof. Assuming the Financing is funded in accordance with the Financing Letter, dated as applicable, the net proceeds contemplated by the Financing Letters, will in the aggregate be sufficient for Merger Subsidiary and the Surviving Corporation, on and after the date of December 2the Closing, 2014(A) to acquire all of the Shares of the Company pursuant to the Offer and the Top-Up Option, (B) to repay all of the Company’s outstanding indebtedness other than accrued trade debt, which shall be assumed by the Surviving Company and among Buyer(C) to pay all fees and expenses and other amounts related to the Merger, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. the Offer and U.S. Bank National Association, including all exhibits, schedules, annexes other transactions contemplated by this Agreement. The Financing Letters are in full force and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”)hereof, pursuant to whichand, and subject to the terms and conditions thereof, each precedent and/or contingencies to the obligations of the parties thereto (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in the Financing Letters to enter in to Financing Agreements, each constitutes a valid and binding obligation of Parent and Merger Subsidiary, and, to the Knowledge of Parent, each other party thereto, enforceable against such Debt Commitment Letterparty in accordance with its terms. The Debt Commitment Letter To the Knowledge of Parent as of the date hereof, no event has not been amendedoccurred which, restated with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of Parent or Merger Subsidiary or, to the Knowledge of Parent, any other party thereto, (ii) to the Knowledge of Parent, a failure of any condition to the Financing or (iii) to the Knowledge of Parent otherwise modified or waived prior to result in any portion of the Financing being unavailable on the date of this Agreementthe Closing. As of the date hereof, and Parent does not have any reason to believe that any of the respective commitments contained conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Subsidiary in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to full contemplated amount thereof on the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment LetterClosing. There are no conditions precedent or contingencies related to the funding obligations of the parties under the Financing Letters to make the full amount of the Financing other than available to Parent on the terms therein except as described expressly set forth in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this AgreementFinancing Letters.

Financing. Buyer Parent has delivered to Seller the Company true and complete fully executed copies of (A) the Commitment Lettercommitment letter, dated as of December 2July 23, 20142012, by between Parent and among BuyerBank of America, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., N.A. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement Incorporated (the “Debt Commitment LetterFinancing Commitment”), pursuant to which, which and subject to the terms and conditions thereof, thereof each of the parties thereto (other than BuyerParent) have severally has agreed to lend the amounts set forth therein (the provision of such funds as set forth therein on the terms and conditions set forth therein, the “Debt Financing”) and (B) the investment agreement, dated as of July 23, 2012, between Parent and Carlyle Partners V, L.P. (the “Equity Financing Commitment”; and, together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which and subject to the terms and conditions thereof the party thereto (other than Parent) has agreed to invest the amounts set forth therein in the form of equity securities to be issued by Parent (the provision of such funds as set forth therein on the terms and conditions set forth therein, the “Equity Financing”; and, together with the Debt Financing, the “Financing”) for the purposes set forth of permitting Parent and Merger Sub to consummate the Merger and the transactions contemplated hereby on a timely basis and to (i) effect, as required, the repayment or refinancing of any outstanding Indebtedness that may become due and payable as a result of the Merger, (ii) pay any and all fees and expenses required to be paid by Parent and Merger Sub in such Debt Commitment Letterconnection with the Merger and the Financing and (iii) satisfy all of the other payment obligations of Parent and Merger Sub contemplated hereunder. The Debt Commitment Letter As of the date of this Agreement, the Financing Commitments, in the form so delivered, are in full force and effect and are legal, valid and binding obligations of Parent and Merger Sub and each of the other parties thereto. None of the Financing Commitments has not been amended, restated supplemented or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter Financing Commitments have not not, prior to the date of this Agreement, been withdrawn, modified withdrawn or rescinded in any respect respect. As of the date of this Agreement, except for the payment of customary fees, there are no conditions precedent or other contingencies related to the funding of the full amounts of the Financing, other than as set forth in or contemplated by the Financing Commitments. Parent and Merger Sub have fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid by them on or prior to the date of this Agreement. The Debt Commitment Letter is in full force and effectAs of the date of this Agreement, and Buyer is notno event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub, and to the knowledge Knowledge of BuyerParent, none any other parties thereto, under the Financing Commitments. As of the date of this Agreement, neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that any portion of the Financing Sources are, in default to be made thereunder will not otherwise be made available to Parent or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer Merger Sub on the Closing Date. Parent will provide to the Company any amendments to the Financing Commitments, will, as promptly as possible (but in any event within 48 hours of the aggregate, be sufficient for the satisfaction effectiveness of all of Buyer’s obligations under this Agreementsuch amendment).

Financing. Buyer Parent has delivered to Seller true the Company true, complete and complete fully executed copies of a commitment letter (together with the Commitment Letter, dated as executed fee letter related thereto of December 2, 2014, by even date herewith from BMO Capital Markets Corp. and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all any related exhibits, schedules, annexes annexes, supplements, term sheets and amendments to other agreements (which such fee letter in effect may be redacted so long as no redaction covers terms that would adversely affect the aggregate amount, conditionality, availability or termination of the date of this Agreement (the “Debt Commitment Letter”debt financing contemplated therein)), pursuant which provide such lenders’ respective commitments to which, and subject to provide Parent with bank debt financing in connection with the terms and conditions thereof, each of transactions contemplated hereby in the parties thereto (other than Buyer) have severally agreed to lend the amounts amount set forth therein (collectively, the provision of “Commitment Letters”) (such funds as set forth thereindebt financing, the “Financing”) for the purposes set forth in such Debt Commitment Letter). The Debt Commitment Letter is in full force and effect and is a valid and binding obligation of Parent and any of its affiliates party thereto and, to the knowledge of Parent, the other parties thereto and enforceable against Parent and any of its affiliates party thereto and, to the knowledge of Parent, the other parties thereto in accordance with their terms, except insofar as such enforceability may be limited by the Enforceability Exceptions. As of the date hereof, the Commitment Letter has not been amended, restated amended or otherwise modified or waived prior to the date of this Agreementmodified, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified rescinded or rescinded otherwise modified. As of the date hereof, there are no side letters or other arrangements relating to the Commitment Letter that would reasonably be expected to affect the availability of the funding in full of the Financing at the Closing. As of the date of this Agreement, Parent has fully paid, or caused to be fully paid, any respect and all commitment fees or other fees that have been incurred and are due and required to be paid in connection with the Commitment Letter on or prior to the date of this Agreement. The Debt As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a material default or breach on the part of Parent under any term or condition of the Commitment Letter is Letter, or otherwise result in full force and effect, and Buyer is not, and to the knowledge of Buyer, none any portion of the Financing Sources are, in default or breach of the terms of the Debt Commitment Lettercontemplated thereby to be unavailable. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing Financing, other than as described set forth in the Debt Commitment Letter. Subject Letter in the form so delivered to the terms and conditions Company. The aggregate proceeds of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with the cash or other cash sources of Buyer on immediately available funds that Parent has or will have prior to the Closing DateClosing, will, are in an amount sufficient to enable it to consummate the aggregate, be sufficient for Merger and the satisfaction of all of Buyer’s obligations under this Agreementother transactions contemplated hereby and to pay any related fees and expenses.

Financing. Buyer Parent has delivered to Seller the Company a true and complete fully executed copies copy of the Commitment Lettercommitment letter, dated as of December 2November 23, 20142008, by and among Buyerbetween Parent, X.X. Xxxxxx Credit Suisse Securities (USA) LLC, JPMorgan Chase Credit Suisse, Cayman Islands Branch, Wachovia Capital Markets, LLC and Wachovia Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes schedules and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”) (together with a true and complete copy of any “flex” provisions with respect to the financing contemplated by the Debt Commitment Letter), pursuant to which, which and subject to the terms and conditions thereof, thereof each of the parties thereto (other than BuyerParent) have severally has agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Debt Financing”) for the purposes set forth in such Debt Commitment Letterpurpose of funding the transactions contemplated by this Agreement. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The As of the date of this Agreement, the Debt Commitment Letter in the form so delivered is in full force and effecteffect and constitutes the legal, valid and Buyer is notbinding obligation of Parent and, and to the knowledge of BuyerParent and Merger Sub, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letterother parties thereto. There are no conditions precedent or contingencies (including pursuant to any “flex” provisions) related to the funding of the full amount of the Financing Debt Financing, other than as described expressly set forth in the Debt Commitment Letter. Subject Assuming that the Debt Financing is funded, Parent and Merger Sub shall have sufficient cash available as and when needed, subject to the terms hereof, to pay for the shares tendered pursuant to the Offer and the aggregate Merger Consideration, the aggregate Option Amount, the aggregate Stock Unit/Restricted Stock Amount, the aggregate Company Performance Unit Amount as well as make any and all other payments required in connection with the transactions contemplated by this Agreement. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent under the Debt Commitment Letter or, the knowledge of Parent or Merger Sub, any other party to the Debt Commitment Letter and, as of the date of this Agreement, neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Debt Financing to be satisfied by Parent or Merger Sub will not be satisfied or, assuming the Company’s compliance with this Agreement and the satisfaction of the Offer Conditions, that the Debt Financing will not be available to Parent on or prior to such time as Merger Sub is required to accept for payment and pay for shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement.

Financing. Buyer (i) Parent will have sufficient funds available to it for Parent and, after the Effective Time, the Surviving Corporation, to complete the Merger and refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay cash in lieu of fractional shares in accordance with Section 4.2(f), and to satisfy the respective obligations of Parent and Merger Sub as and when contemplated by this Agreement and to pay or otherwise perform such obligations of Parent and Merger Sub under any agreement or documents entered into in connection with the Merger (including any fees and expenses relating to the Financing). (ii) Parent has delivered to Seller the Company true and complete copies of (i) a fully executed copies of the Commitment Letterdebt commitment letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (including all schedules, annexes and exhibits thereto) (the “Debt Commitment Letter”)) and (ii) the fully executed fee letters referenced therein, pursuant relating to which, and subject fees with respect to the terms and conditions thereof, each of Financing contemplated by the parties thereto Commitment Letter (other than Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth thereincollectively, the “Financing”) for Fee Letter,” and together with the purposes set forth in such Debt Commitment Letter, collectively, the “Commitment Papers”), by and among Parent and the Financing Sources specified therein (with only fee amounts and other economic terms, and the “flex” provisions, redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, termination or amount of the debt financing contemplated by the Commitment Letter). The Debt As used herein, the debt financing contemplated in the Commitment Letter has not been amendedPapers, restated together with, unless the context otherwise requires, any replacement financing, including any bank financing or otherwise modified or waived prior debt securities issued in lieu thereof, is collectively referred to as the “Financing.” As of the date of this Agreement, each of the Commitment Papers is in full force and the respective commitments contained in the Debt Commitment Letter have effect and has not been withdrawn, rescinded or terminated, or otherwise amended or modified or rescinded in any respect prior and, to the Knowledge of Parent, no amendment or modification in any manner that is potentially adverse to the Company is contemplated as of the date of this Agreement (other than as set forth in the Fee Letter with respect to flex rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Commitment Papers as of the date of this Agreement), and each of the Commitment Papers, in the form so delivered, constitutes the legal, valid and binding obligation of, and is enforceable against, Parent and, to the Knowledge of Parent, each of the other parties thereto, subject, in each case, to the Bankruptcy and Equity Exception. Except as set forth in the Commitment Papers and except for any engagement letters, fee credit letters and fee letters related to the permanent financing described in the Commitment Papers, as of the date of this Agreement, there are no contracts, agreements, “side letters” or other arrangements to which Parent, Merger Sub or any of their respective affiliates is a party relating to the Commitment Papers or the Financing. (iii) As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, a default or breach by Parent or, to the Knowledge of Parent, any other party thereto, of any term of the Commitment Papers. As of the date of this Agreement, no Financing Source party to the Commitment Letter has notified Parent in writing of its termination or repudiation (or intent to terminate or repudiate) any of the commitments under such Commitment Letter or intent not to provide all or any portion of the Financing. Assuming the truth and accuracy of the Company’s representations and warranties set forth in Section 5.1 and compliance by the Company with its obligations hereunder, in each case, in all material respects, and assuming satisfaction of the conditions in Section 7.3 (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Parent has no reason to believe that any of the conditions to the availability and funding, as applicable, of the Financing contemplated by the Commitment Papers will fail to be satisfied on the Closing Date or that the full amounts committed pursuant to the Commitment Letter will not be available to be funded on the Closing Date to the extent required to refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay cash in lieu of fractional shares in accordance with Section 4.2(f) and to pay the fees and expenses relating to the Merger and the Financing. (iv) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges that its obligation to consummate the Merger as set forth in this Agreement is not contingent on Parent’s ability to obtain any financing, whether pursuant to the Commitment Papers or otherwise. (v) As of the date hereof, Parent and Merger Sub have fully paid (or caused to be paid) any and all commitment fees or other fees required by the Commitment Papers to be paid on or before the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and only conditions precedent related to the knowledge of Buyer, none obligations of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related party to the funding of Commitment Letter to fund the full amount of the Financing other than as described contemplated by the Commitment Letter are expressly set forth in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement.

Financing. Buyer Parent has delivered to Seller true the Company a correct and complete fully executed copies copy of the Commitment Lettercommitment letter, dated as of December July 2, 20142015, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLCbetween Parent, Xxxxx Fargo Bank, N.A. National Association (“WF Bank”), WF Investment Holdings, LLC (“WFIH”) and U.S. Xxxxx Fargo Securities, LLC (“WF Securities”, together with WF Bank National Associationand WFIH, “Xxxxx Fargo”), including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”), pursuant to which, which and subject to the terms and conditions thereof, each of thereof the parties thereto (other than Buyer) have severally agreed lender thereunder has committed to lend the amounts set forth therein (the provision of such funds as set forth therein, but subject to the provisions of Section 5.10, the “Financing”) for the purposes set forth in such Debt Commitment Letter. Parent has also delivered to the Company a correct and complete fully executed copy of (i) the Initial Lenders Fee Letter and the Structuring and Administrative Fee Letter, each dated as of July 2, 2015, between Parent and Xxxxx Fargo and (ii) the Engagement Letter, dated as of July 2, 2015, between Parent and WF Securities; provided that the fee amounts, pricing caps and other economic terms, and the rates and amounts included in the “market flex” provisions (but not covenants) have been redacted. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date execution and delivery of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified or rescinded in any respect prior to the execution and delivery of this Agreement. As of the date of this Agreement, there are no other Contracts, side letters or other arrangements to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound relating to the availability, amount or conditionality of the Financing. The Debt As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effecteffect and constitutes the legal, valid and Buyer is notbinding obligation of each of Parent and, and to the knowledge Knowledge of BuyerParent, none the other parties thereto, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the Financing Sources are, in default discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. Parent has fully paid (or breach caused to be fully paid) any and all commitment fees or other fees required by the Commitment Letters to be paid on or before the date of the terms of the Debt Commitment Letterthis Agreement. There are no conditions precedent or contingencies (including pursuant to any “flex” provisions) related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as described expressly set forth in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, assuming the accuracy of the Company’s representations and warranties contained in Article III and assuming no breach or default by the Company of its covenants contained in Section 5.1, the net proceeds contemplated from the Financing, together with other cash on hand and marketable securities of Buyer Parent and of the Company and its Subsidiaries on the Closing Date, will, in the aggregate, be sufficient for the satisfaction payment of the aggregate cash portion of the Merger Consideration and any other amounts required to be paid pursuant to Article II hereof, the funding of any required refinancings or repayments of any existing Indebtedness of the Company or Parent in connection with the Merger and the payment of all fees and expenses reasonably expected to be incurred by Parent, the Merger Subs and the Surviving Corporation in connection with the Merger and the Financing (collectively, such amount, the “Required Funding Amount”). As of Buyer’s obligations under the date of this Agreement, no event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent or either of the Merger Subs under the Commitment Letter, and Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid on or prior to the date of this Agreement in connection with the Financing.

Financing. Buyer has delivered to Seller true and complete fully executed Attached as Schedule 5.05 are copies of the Commitment Lettercommitment letters dated June 17, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, 2005 from Bank of America, N.A., Xxxxx Fargo Banc of America Securities LLC, Xxxxx Fargo BankBank of America Bridge LLC and Xxxxxx Xxxxxxx Senior Funding, N.A. Inc., which Buyer and U.S. Bank National Association, including all exhibits, schedules, annexes MergerCo have delivered to the Company and amendments to such letter in effect as of the date of this Agreement Stockholders’ Representative (the “Debt Commitment LetterFinancing Commitments”). The cash proceeds of the Financing Commitments plus cash equivalents of Buyer and its Subsidiaries shall be used to make the payments required by Article 2 and all other amounts to be paid by Buyer, pursuant to whichMergerCo or the Surviving Corporation hereunder, including the repayment of the Senior Credit Agreement, the consummation of the Debt Offer and the Consent Solicitation (or, if required by the Buyer, the Discharge/Defeasance) and the Tender Offer and the payment of all Transaction Expenses, and subject to provide working capital to the terms Surviving Corporation. Each of the Financing Commitments, in the form so delivered, is a legal, valid and conditions thereofbinding obligation of Buyer and, to Buyer’s knowledge, each of the other parties thereto (other than Buyer) have severally agreed to lend thereto. Each of the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter Financing Commitments is in full force and effecteffect and has not been amended or modified in any respect, except for such amendments or modifications that would not reasonably be expected to prevent, materially impede or materially delay the consummation by Buyer or MergerCo of the transactions contemplated hereby and under the other Transaction Agreements. 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 is notor MergerCo, and to the Buyer’s and MergerCo’s knowledge of Buyer, none as of the date hereof, any other parties thereto, under the Financing Sources are, in default or breach Commitments. As of the terms date hereof, Buyer and MergerCo have no reason to believe that any term or condition of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of closing contained in the Financing other than as described in Commitments should not reasonably be expected to be satisfied on a timely basis after the Debt Commitment Letterdate hereof. Subject to their terms and conditions, the financing contemplated by the Financing Commitments (the “Financing”), when funded in accordance with the Financing Commitments, will provide Buyer, MergerCo and the Surviving Corporation with financing at the Effective Time sufficient to repay the Senior Credit Agreement, consummate the Debt Offer and the Consent Solicitation (or, if required by the Buyer, the Discharge/Defeasance), the Tender Offer, the payment of all Transaction Expenses and the Merger upon the terms contemplated by this Agreement and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Escrow Agreement.

Financing. Buyer has delivered to Seller (a) Section 4.6 of the Parent Disclosure Letter sets forth true and complete fully executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (i) (x) executed rollover commitment letters (the “Rollover Letters”) from parties (the “Rollover Investors”) that collectively have sole voting and dispositive power with respect to 3,139,975 shares of the Company, which number of shares, when contributed to Parent under the Rollover Letters, will satisfy all minimum requirements for equity contributions to Parent under the Debt Commitment Letter”Financing (whether expressed in terms of minimum value or percentage of shares), pursuant to which, and subject to the terms and conditions thereofof which, each the Rollover Investors have committed to contribute to Parent the amount of the parties thereto (other than Buyer) have severally agreed to lend the amounts shares of Common Stock set forth therein (the provision “Rollover Investment”), and (y) a schedule setting forth each Rollover Investor, the number of shares of the Company beneficially owned by and over which such funds as set forth Rollover Investor holds sole voting and dispositive power, and an indication of whether such shares of the Company are held directly or indirectly by such Rollover Investor, and (ii) executed debt commitment letters and related term sheets from Xxxxx Fargo Bank, National Association (the “Xxxxx Commitment Letter”) and Fortress Credit Advisors LLC (the “Fortress Commitment Letter” and together with the Xxxxx Commitment Letter, the “Debt Commitment Letters” or the “Financing Commitments”) (Xxxxx Fargo Bank, National Association and Fortress Credit Advisors LLC, the “Lenders”) pursuant to which, and subject to the terms and conditions of which, the Lenders have committed to provide Parent and/or Merger Sub with financing in the amounts described therein, the proceeds of which may be used to consummate the Merger and the other transactions contemplated by this Agreement (the “Debt Financing” or the “Financing”) for ). As of the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amendeddate hereof, restated each of the Financing Commitments and the Rollover Letters is a legal, valid and binding obligation of Parent or otherwise modified or waived prior Merger Sub and, to the Knowledge of the Parent, the other parties thereto, enforceable in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, each of this Agreement, the Financing Commitments and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter Rollover Letters is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources areCommitments or the Rollover Letters has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect. As of the date hereof, to the Knowledge of the Parent, neither Parent nor Merger Sub is in breach of any of the material terms or conditions set forth in any of the Financing Commitments or the Rollover Letters. As of the date hereof, to the Knowledge of Parent with respect to the Company and its Subsidiaries, there is no fact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, would reasonably be expected to (A) make any of the assumptions or any of the statements set forth in the Financing Commitments or the Rollover Letters inaccurate, (B) result in any of the conditions in the Financing Commitments or the Rollover Letters not being satisfied, (C) cause any of the Financing Commitments or the Rollover Letters to be ineffective or (D) otherwise result in the Financing not being available, or the Rollover Investment not being made, in default or breach each case, on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the terms date hereof, neither the Rollover Investors nor any Lender has notified Parent or Merger Sub of its intention to terminate any Financing Commitment or not to provide the Financing, and none of the Debt Rollover Investors has notified Parent or Merger Sub of its intention to terminate any Rollover Letter or not to make the Rollover Investment. Parent has not, without the prior written consent of the Company, amended, modified, supplemented or waived any of the conditions or contingencies to funding contained in any Financing Commitment (including definitive agreements related thereto) or to the Rollover Investment contained in any Rollover Letter, or any other provision of, or remedies under, any Financing Commitment (including definitive agreements related thereto) or any Rollover Letter (except for any increases in the amount of funds available thereunder or the addition of Financing Sources in accordance with the terms thereof, or other relevant entities who did not execute a Financing Commitment or a Rollover Letter as of the date of this Agreement or as otherwise expressly permitted by Section 5.12(a)). Assuming (1) the Financing is funded in accordance with its terms and conditions, (2) the Rollover Investment is made in accordance with the terms and conditions of the Rollover Letters and (3) the satisfaction of the conditions to the Company’s obligation to consummate the Merger set forth in Section 6.3(a), the net proceeds from the Financing will, together with the Rollover Investment and other funds available to Parent, be sufficient to consummate the Merger and the other transactions contemplated by this Agreement, including the payment by Parent and Merger Sub of the Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation, and any related repayment or refinancing of any indebtedness of the Company or any of its Subsidiaries, and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement. Parent or Merger Sub has paid in full any and all commitment or other fees required by any Financing Commitment that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters, understandings or other agreements or arrangements relating to the Financing (except for customary fee letters and engagement letters which do not contain any additional conditions to closing or other agreements relating to the availability of the full amount of the Financing, and a complete copy of the fee letter has been made available to the Company with customary redactions of fee amounts, pricing caps, “market flex”, other economic terms and certain other terms, none of which redacted provisions would adversely affect the conditionality or aggregate principal amount of the Financing) or the Rollover Investment to which Parent, Merger Sub or any of their respective Affiliates are a party that relate to the amount, availability or conditions of the Financing or the Rollover Investment, other than the Financing Commitments and the Rollover Letters. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing Financing, other than as described explicitly set forth in the Debt Commitment Letter. Subject Financing Commitments, and there are no conditions precedent related to the terms and conditions contribution of the Debt Commitment Letterfull amount of the Rollover Investment, other than as explicitly set forth in the net proceeds contemplated from Rollover Letters. Assuming the Financingsatisfaction of the conditions to the Company’s obligation to consummate the Merger set forth in Section 6.3(a), together with other cash neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of Buyer the full amount of the Financing or the contribution of the full amount of the Rollover Investment, or that the Financing will not be available to, or that the Rollover Investment will not be contributed to, Parent or Merger Sub on the Closing Date. For the avoidance of doubt, willit is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing, the Rollover Investment or any alternative financing. (b) Neither Parent, Merger Sub nor any of their Affiliates has (i) retained any financial advisor on a basis exclusive to Parent and/or Merger Sub and/or any such Affiliate or (ii) entered into an exclusivity, lock-up or other similar agreement, arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing that would prevent or hinder such provider from providing or seeking to provide such financing to any third party in connection with a transaction relating to the Company or its Subsidiaries (including in connection with the making of any Takeover Proposal), in the aggregatecase of clauses (i) and (ii), be sufficient for in connection with the satisfaction of all of Buyer’s obligations under Merger or the other transactions contemplated by this Agreement. Neither Parent, Merger Sub nor any of their Affiliates has caused or induced any Person to take any action that, if taken by Parent and/or Merger Sub, would be a breach of, or would cause to be untrue, any of the representations in this Section 4.6(b).

Financing. Buyer As of the date hereof, Xxxxxx has delivered to Seller Company a true and complete fully executed copies copy of the Debt Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including Papers (together with all exhibits, schedules, schedules and annexes and amendments thereto). The aggregate proceeds contemplated by the Financing pursuant to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”)Papers will be, pursuant to which, and subject to if funded in accordance with the terms and conditions thereof, each of the parties thereto Debt Commitment Papers (both before and after giving effect to any “market flex” provisions contained in the Fee Letter), sufficient, when taken together with available cash, lines of credit or other than Buyer) have severally agreed sources of immediately available funds, for Parent to lend consummate the amounts set forth therein Transactions, including the payment of the Cash Consideration and any fees and expenses of or payable by Parent under this Agreement and the Debt Commitment Papers that are due and payable on the Closing Date (the provision of such funds as set forth thereincollectively, the “FinancingRequired Amount”) for ). As of the purposes set forth in such date hereof, the Debt Commitment LetterPapers have been accepted by Parent, are in full force and effect and constitute the legal, valid and binding obligation of Parent and, to Parent’s knowledge, each other party thereto, enforceable against each party thereto in accordance with its terms, except insofar as such enforceability may be limited by the Creditors’ Rights. The Debt Commitment Letter Parent has not been amended, restated fully paid (or otherwise modified caused to be paid) any and all commitment fees and other amounts that are due and payable on or waived prior to the date of this Agreement, and the respective commitments contained in Agreement pursuant to the Debt Commitment Letter have not been withdrawn, modified Papers or rescinded otherwise in any respect prior to connection with the Financing. As of the date of this Agreement. The Debt Commitment Letter is in full force and effecthereof, no event has occurred, and Buyer there is notno condition or circumstance existing, and which, with or without notice, lapse of time or both, could constitute or could reasonably be expected to constitute a breach or default on the knowledge part of BuyerParent or, none of the Financing Sources areto Parent’s knowledge, in default or breach of the terms of any other party thereto under the Debt Commitment LetterPapers. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described on the terms set forth in the Debt Commitment LetterPapers other than as expressly set forth in the Debt Commitment Papers. Subject No counterparty to the Debt Commitment Papers has any right to impose, and Parent does not have an obligation to accept, any condition precedent to such funding other than as expressly set forth in the Debt Commitment Papers, or any reduction to the aggregate amount available under the Debt Commitment Papers at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Debt Commitment Papers at Closing) to an amount that would be insufficient for Parent to consummate the Transactions, including payment of the Required Amount. Assuming (a) the accuracy of Company’s representations and warranties in Article IV of this Agreement and (b) the performance by Company of its obligations in Article VI of this Agreement, as of the date hereof, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the full amount of the Financing needed to pay the Required Amount will not be available to Parent on or prior to the Closing Date. As of the date hereof, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a failure to satisfy a condition precedent on the part of Parent under the terms and conditions of the Debt Commitment LetterPapers. None of the Debt Commitment Papers have been modified or amended as of the date hereof (provided that the existence or exercise of “market flex” provisions contained in the Fee Letter shall be deemed not to constitute a modification or amendment of the Debt Commitment Papers) and, as of the net proceeds contemplated from date hereof, none of the Financingcommitments under the Debt Commitment Papers have been withdrawn or rescinded in any respect. As of the date hereof, together with there are no other cash agreements, side letters or arrangements to which Parent or any of Buyer on its Affiliates is a party relating to the Financing that could adversely affect the availability of the Financing that have not been disclosed to the Company. Parent acknowledges and agrees that it is not a condition to the Closing Date, will, in the aggregate, be sufficient for the satisfaction or to any of all of Buyer’s its obligations under this Agreement that Parent obtains financing (including the Financing or any alternative financing) for, or related to, any of the transactions contemplated by this Agreement.

Financing. Buyer (a) Parent has delivered to Seller true the Company true, correct and complete fully executed copies of (a) the Commitment Lettercommitment letter, dated as of December 2the date hereof, 2014, by among Parent and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Associationthe Debt Financing Sources party thereto, including all exhibits, schedules, annexes and amendments to such commitment letter (the “Debt Commitment Letter”) and (b) the fee letter, dated as of the date hereof, with respect thereto, including all exhibits, schedules, annexes and amendments to such fee letter (provided that the fee amounts, pricing caps and the rates, amounts and other economic terms included in the “market flex” and certain other economic terms of such fee letter (and its exhibits, schedules, annexes and amendments thereto) may be redacted so long as none of such redacted provisions adversely affect the conditionality, enforceability or termination provisions of the Debt Letters or reduce the aggregate principal amount of the Debt Financing contemplated hereby), in each case, in effect as of the date of this Agreement (along with the Debt Commitment Letter, the “Debt Commitment LetterLetters”), pursuant to which, which and subject to the terms and conditions thereof, each of thereof the parties Debt Financing Sources party thereto (other than Buyer) have severally agreed committed to lend the amounts set forth therein to Parent (the provision of such funds as set forth therein, but subject to the provisions of Section 6.15, the “Debt Financing”) for the purposes set forth in such Debt Commitment LetterLetters. The As of the execution and delivery of this Agreement, the Debt Commitment Letter has Letters have not been amended, restated or otherwise modified or waived prior in any respect (and no amendment, restatement, modification or waiver is contemplated, other than customary joinders solely to add Debt Financing Sources) and to the Knowledge of Parent (i) the commitments contained in the Debt Letters have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect and (ii) no such withdrawal, rescission, amendment, restatement or modification has been threatened by any Debt Financing Source party thereto. As of the execution and delivery of this Agreement, the Debt Letters are in full force and effect and constitute the legal, valid, enforceable and binding obligations of each of Parent and, to the Knowledge of Parent, the other parties thereto (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity). As of the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There there are no conditions precedent or contingencies related to the funding of the full amount of the Debt Financing pursuant to the Debt Letters, other than as described expressly set forth in the Debt Commitment Lettersuch letters. Subject to the terms The financial resources of Parent are, and conditions will be as of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer on the Closing Date, willClosing, in the aggregate, be sufficient for the satisfaction of all of BuyerParent’s obligations under this Agreement, including the payment of the aggregate Merger Consideration (including all amounts payable in respect of Company RSUs and Company PSUs under this Agreement), and any other amounts required to be paid in connection with the consummation of the Transactions. As of the date of this Agreement, assuming the satisfaction of the conditions to the Merger set forth in Section 7.1 and Section 7.3, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default on the part of Parent under the Debt Letters or, to the Knowledge of Parent, any Debt Financing Source party to the Debt Letters. As of the date of this Agreement, there are no side letters or other agreements, Contracts or arrangements related to the Debt Financing or the funding of all or any part of the Debt Financing other than as expressly set forth in the Debt Letters. Parent has fully paid all commitment fees or other fees required to be paid on or prior to the date of this Agreement in connection with the Debt Financing and satisfied all of the other terms and conditions required to be satisfied by Parent on or prior to the date hereof. As of the date of this Agreement, assuming the satisfaction of the conditions to the Merger set forth in Section 7.1 and Section 7.3, (i) Parent has no reason to believe that any of the conditions to the Debt Financing will not be satisfied, (ii) the Parent does not have Knowledge, as of the date of this Agreement, of any reason that the full amount of the Debt Financing will not be made available to Parent, in each case, as of the time at which the Closing is required to occur pursuant to Section 2.3, subject to and in accordance with the terms of the Debt Letters.

Financing. Buyer has delivered to Seller true Attached hereto as Exhibit C are true, complete and complete fully executed correct copies of (i) the Commitment LetterClass A Convertible Preferred Unit Purchase Agreement, by and among Purchaser, Rodeo Finance Aggregator LLC and GSO Rodeo Holdings LP (the “Investors”), dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”)hereof, pursuant to which, and subject to the terms and conditions thereofof which, each the Investors have agreed to provide equity financing (the “Equity Financing”) to Purchaser in connection with the transactions contemplated by this Agreement (the “Securities Purchase Agreement ”), and (ii) an executed commitment letter (the “Debt Commitment Letter”) and corresponding customarily redacted fee letters (none of which redacted terms affect the amount or availability of the parties thereto Debt Financing or imposed any conditions on the receipt of the Debt Financing) (other than Buyerthe “Fee Letter”) have severally agreed from the financial institutions identified therein (the “Lenders”) to lend provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein (the provision of such funds “Debt Financing Commitments,” as set forth thereineach may be amended or replaced from time to time to the extent permitted by Section 6.18 and, together with the Securities Purchase Agreement, the “FinancingFinancing Commitments”) for the purposes set forth in such purpose of funding the transactions contemplated by this Agreement (being collectively referred to as the “Debt Commitment LetterFinancing”). The Debt Commitment Letter has not been amendedEach of the Financing Commitments is a legal, restated or otherwise modified or waived prior valid and binding obligation of Purchaser, and to the date Knowledge of this AgreementPurchaser, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to other parties thereto. As of the date hereof, each of this Agreement. The Debt Commitment Letter the Financing Commitments is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources areCommitments has been withdrawn, rescinded or terminated or otherwise amended or modified in default any respect, and no such amendment or modification is contemplated. Purchaser is not in breach of any of the terms or conditions set forth in any of the Financing Commitments, and as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, Purchaser (i) has no reason to believe that any event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under any of the Financing Commitments, (ii) is not aware of any fact, event or other occurrence that makes any of the representations or warranties of Purchaser in any of the Financing Commitments inaccurate in any material respect and (iii) has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied on a timely basis or that the Financing contemplated by the Financing Commitments will not be made available on the Closing Date. The Investors have not, and as of the date, no Financing Source has notified Purchaser of their intention to terminate all or any portion of the Financing Commitments or not to provide the Financing. The net cash proceeds from the Financing (including any Alternative Financing), together with available cash on hand, will be sufficient to satisfy all of Purchaser’s obligations hereunder, including the payment of the Purchase Price and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement. Purchaser has paid in full any and all commitment or other fees required by the Debt Commitment LetterFinancing Commitments that are due as of the date hereof, and will pay, after the date hereof, all such fees as they become due. There are no conditions precedent or contingencies to the obligations of the parties under the Financing Commitments (including pursuant to any “flex” provisions in the related fee letter or otherwise) to make the full amount of the Financing available to Purchaser on the terms therein except as expressly set forth in the unredacted portion of the Financing Commitments. There are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the Financing (other than the Financing Commitments). There are no conditions precedent, contingencies or requirements to such funding other than any of the conditions expressly set forth in the unredacted portions of the Financing Commitments nor any reduction to the aggregate amount available under the Financing Commitments on the Closing Date (nor any term or condition which would have the effect of reducing the aggregate amount available under the Financing Commitments on the Closing Date). Subject to the Company’s compliance with this Agreement and the satisfaction (or waiver) of the conditions set forth in Section 9.1 and Section 9.2 (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), as of the date hereof, Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, together with other cash of Buyer or that the Financing will not be available on the Closing Date. For the avoidance of doubt, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations it is not a condition to Closing under this AgreementAgreement for Purchaser to obtain the Financing or any Alternative Financing.

Financing. Buyer has delivered to Seller true and complete fully executed copies of the Commitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, each of the parties thereto (other than Buyera) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is in full force and effect, and Buyer is not, and to the knowledge of Buyer, none of the Financing Sources are, in default or breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of this Agreement, Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain and to consummate the Equity Financing and to obtain and, if necessary, consummate the Debt Financing on the terms and conditions described in the Securities Purchase Agreement and the Debt Commitment Letter (including the flex provisions), subject to any amendments or modifications thereto permitted by this Section 6.18, including using its commercially reasonable efforts to (i) maintain in effect the applicable Financing Commitments, subject to any amendments or modifications thereto permitted by Section 6.18(b), (ii) negotiate, execute and deliver definitive agreements with respect to the applicable Debt Financing Commitments on terms and conditions (including the flex provisions) contained therein, subject to any amendments or modifications thereto permitted by Section 6.18(b), (iii) satisfy on a timely basis all conditions that are applicable to Purchaser contained in the applicable Financing Commitments (or, in the case of the Debt Financing Commitments, any definitive agreements relating thereto), including the payment of any commitment, engagement or placement fees required as a condition to the applicable Financing and due and payable by Purchaser, (iv) enforce its rights under the applicable Financing Commitments (or, in the case of the Debt Financing Commitments, any definitive agreements relating thereto), (v) comply with its obligations under the applicable Financing Commitments (or, in the case of the Debt Financing Commitments, any definitive agreements relating thereto) and (vi) consummate, as necessary, the applicable Financing at or prior to the Closing. Purchaser shall provide such information as shall be necessary to keep Seller informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the debt Financing (including providing the Company with copies of all definitive agreements and other documents related to the Debt Financing). Purchaser shall give the Company prompt notice upon having knowledge of any breach by any party of any of the Financing Commitments to the extent it would impair or delay the Closing or result in insufficient financing to consummate this Agreement or any termination of any of the Financing Commitments. In the event Purchaser becomes aware that all or any portion of the Debt Financing has become unavailable, Purchaser shall promptly notify Seller and shall, in consultation with Seller, use its commercially reasonable efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions no less favorable to Purchaser and to Seller than the terms and conditions set forth in the Debt Commitment Letter and that would not have any of the effects specified in Section 6.18(b) (any such alternative financing, “Alternative Financing”). If an Alternative Financing is required in accordance with this Section 6.18(a), Purchaser shall obtain, and when obtained, provide Seller with a copy of, a new financing commitment that provides for such Alternative Financing, and Purchaser shall comply with its covenants in this Section 6.18(a) and Section 6.18(b) with respect to such new financing commitment (as if such financing commitment were the Debt Commitment Letter). Purchaser shall give Seller prompt notice of (A) subject to any amendments or modifications permitted by Section 6.18(b), the expiration or termination of all or any portion of the Financing Commitments (including pursuant to any Alternative Financing) or any definitive documentation relating to the foregoing; (B) for any reason, all or any portion of the Financing (including pursuant to any Alternative Financing or definitive documents relating to any of the foregoing) becoming unavailable; or (C) a breach or repudiation by any party to the Financing Commitments or Alternative Financing (including any definitive documents relating to any of the foregoing) of which Purchaser becomes aware. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not, without the prior written consent of Seller, agree to or permit any amendment, replacements, supplement or other modification of, or waive any of its rights or remedies under the Securities Purchase Agreement, Debt Commitment Letter or Fee Letter (or any definitive agreements executed in connection therewith); provided that Purchaser may (i) make such amendments, replacements, supplements, modifications or waivers if they (w) do not add new (or adversely modify any existing) conditions to the consummation of the Financing as compared to those in the Securities Purchase Agreement, Debt Commitment Letter and Fee Letter as of the date hereof, (x) do not adversely affect the ability of Purchaser to timely consummate the Sale and the other transactions contemplated hereby (including, by making the conditions therein less likely to be satisfied or materially delaying, materially impeding, or preventing the Closing), (y) do not adversely affect the ability of Purchaser to enforce its rights against the other parties to the Securities Purchase Agreement, Debt Commitment Letter or Fee Letter as in effect on the date hereof or in any definitive agreements executed in connection therewith or (z) reduce the aggregate amount of the Financing contemplated thereunder in such a manner that would be reasonably likely to hinder or delay the Closing or the date on which the Financing would be obtained or that would cause the aggregate amount of Financing to equal an amount that would not equal or exceed the Purchase Price and (ii) amend the Debt Commitment Letter or the Securities Purchase Agreement to add investors, underwriters, initial purchasers, placement agents, lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Debt Commitment Letter or the Securities Purchase Agreement as of the date of this Agreement, so long as any such addition would not reasonably be expected to prevent, materially hinder or materially delay the consummation of the Debt Financing or the Equity Financing or the transactions contemplated by this Agreement or the availability of the Debt Financing under the Debt Commitment Letter or the Equity Financing under the Securities Purchase Agreement. Purchaser shall promptly deliver to Seller copies (redacted only as to fee amounts, dates and certain other economic terms, including in respect of “market flex” and “securities demand” provisions, in the case of the Fee Letters) of any such amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter, Fee Letter or Securities Purchase Agreement. (c) Prior to the net proceeds contemplated from Closing, Seller shall use commercially reasonable efforts to, and cause the members of the Alkali Group and their respective officers, employees and advisors, including financial and accounting advisors, of Seller and the members of the Alkali Group, to provide such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller and its Subsidiaries), including (i) participating in a reasonable number of lender meetings and calls, drafting sessions, rating agency presentations, due diligence sessions (including accounting due diligence sessions) and sessions with prospective underwriters, initial purchasers, placement agents, lenders, investors and ratings agencies, in each case at mutually agreed times; (ii) assisting Purchaser in the preparation of (A) a customary offering document, prospectus supplement, private placement memorandum and/or bank information memorandum and similar marketing documents for any of the Financing and (B) materials for rating agency presentations; (iii) providing the Supplemental Financial Statements; (iv) requesting that its independent auditors cooperate with the Financing Sources and using commercially reasonable efforts to cause such independent auditors to provide customary “comfort” letters (including “negative assurance” comfort), together with drafts of such comfort letters such independent accountants are prepared to deliver upon the “pricing” of any debt or equity securities; and (v) participation by the senior management team of the Alkali Group in the marketing activities undertaken in connection with the marketing of the Financing, together including (A) assisting in the preparation of a customary bankbook, offering memorandum, confidential information memorandum, prospectus supplement, lender presentations, syndication documents, business projections and similar documents and (B) attending a reasonable number of meetings at mutually agreeable times with other cash prospective lenders or debt or equity investors, sessions with rating agencies for the Financing and due diligence sessions; (vi) providing customary authorization and/or representation letters in connection with the distribution of Buyer the bank information memoranda contemplated by the Debt Commitment Letters to prospective lenders and identifying any portion of the information therein that constitutes material non-public information regarding the Alkali Group; provided that such letters and confirmations expressly state that (x) no member of the Seller Group shall have any liability of any kind or nature resulting from the use of information in connection with their cooperation with arranging the Financing and (y) the recipient of such letters of authorization shall be entitled to rely only on the Closing Date, will, representations and warranties contained in the aggregateFinancing documents; (vii) facilitating the execution and delivery by the appropriate officers of the Alkali Group of underwriting or purchase agreements, be sufficient loan agreements, pledge and security documents and other definitive documents and/or certificates contemplated by the Financing; (viii) cooperating in the replacement or backstop of any outstanding letters of credit issued for the satisfaction account of the Business or any joint venture thereof; (ix) furnishing Purchaser and the Financing Sources, on at least fifteen (15) Business Days prior written notice, with all documentation and other information with respect to the Alkali Group required under applicable “know your customer” and anti-money laundering laws, rules and regulations, including the USA PATRIOT Act, to the extent requested, not less than five (5) Business Days prior to the date specified by Purchaser or the Financing Sources; and (x) consenting to the use of Buyer’s obligations under the logos of the Business so long as such use is not reasonably likely to harm or disparage the Business or its reputation, goodwill, products, services, offerings or intellectual property rights; provided that (v) neither Seller nor any of its Affiliates shall be required to pay any commitment or other similar fee, provide any security, make any representations, provide any indemnification or incur any other Liability in connection with the Financing, (x) the effectiveness of any documentation executed by Seller with respect to the Financing shall be subject to the consummation of the Closing, (y) neither Seller nor any of its Affiliates shall be required to deliver (1) any financial information in a form not customarily prepared by the Seller or its Affiliates or (2) any financial information with respect to a fiscal period that has not yet ended, and (z) Purchaser shall promptly, upon request by Seller, reimburse and indemnify Seller for all costs or Liabilities incurred by Seller or any of its Affiliates in connection with the Financing (including any Alternative Financing), any such cooperation pursuant to this Section 6.18(c) or any information utilized in connection therewith (other than historical information relating to the Alkali Group provided by Seller or its Subsidiaries in writing for the purpose of arranging the Financing or any representations and warranties hereunder), except to the extent such costs or Liabilities are the direct result of the gross negligence or willful misconduct of the Seller or any of its Subsidiaries or other representatives (acting in their capacity as such). Any information provided to Purchaser pursuant to this Section 6.18(c) shall be subject to the Confidentiality Agreement, Section 6.2 and Section 6.6.

Financing. Buyer Parent has delivered to Seller the Company true and complete fully executed copies of the Commitment Letter, (i) an executed commitment letter dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement hereof (the “Debt Commitment Letter”” and, together with the Fee Letter (as defined below), together, as they may be amended, modified or replaced in accordance with Section 5.2 and together with all annexes, exhibits, schedules and other attachments thereto the “Debt Financing Commitments”) pursuant to whichwhich the lender parties thereto have agreed, and subject to the terms and conditions thereof, each of to provide or cause to be provided the parties thereto (other than Buyer) have severally agreed to lend the debt amounts set forth therein (the provision of such funds as set forth thereinamounts, the “Debt Financing”) for and (ii) the purposes set forth fee letters referred to in such commitment letter (with only fee amounts, dates, pricing caps, “market flex” and other economic terms redacted, none of which would adversely affect the amount or availability of the Debt Commitment Financing (the “Fee Letter”). The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to As of the date of this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Commitment Letter Financing Commitments have not been withdrawn, modified withdrawn or rescinded in any respect prior and, to the knowledge of Parent, no withdrawal or rescission thereof is contemplated as of the date of this Agreement. The As of the date of this Agreement, the Debt Commitment Letter is Financing Commitments are in full force and effecteffect and constitute the legal, valid and Buyer is notbinding obligation of Parent and, and to the knowledge of BuyerParent, none the other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of the Financing Sources are, in default creditors’ rights generally or breach by general principles of the terms of the Debt Commitment Letterequity). There are no conditions precedent or contingencies related to the funding of the full amount of the Debt Financing other than as described expressly set forth in the Debt Commitment LetterFinancing Commitments. Subject As of the date of this Agreement, no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Debt Financing Commitments by Parent or Merger Sub or, to the knowledge of Parent, any other party to the Debt Financing Commitments. As of the date of this Agreement, assuming the satisfaction of the conditions contained in Section 6.1 and Section 6.3, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees or other fees required by the terms and conditions of the Debt Financing Commitments to be paid on or before the date of this Agreement. Assuming the satisfaction of the conditions contained in Section 6.1 and Section 6.3 and that the Financing is funded in accordance with the terms of the Commitment Letter, Parent and Merger Sub will have, at the net proceeds Effective Time, sufficient cash, available lines of credit or other sources of immediately available funds to consummate the transactions contemplated from the Financinghereby, together with other cash of Buyer on the Closing Date, will, in the aggregate, be sufficient for the satisfaction including payment of all amounts required to be paid pursuant to Article II, and to pay all related fees and expenses. In no event shall the receipt or availability of Buyerany funds or financing, including under the Debt Financing Commitments, by Parent or Merger Sub or any Affiliate thereof be a condition to any of Parent’s or Merger Sub’s obligations under this Agreementhereunder.