Common use of Financing Clause in Contracts

Financing. Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any 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 Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing.

Financing. (a) Parent has delivered to the Company true, correct true and complete copies, copies as of the date hereof, of this Agreement of (i) each fully executed Equity Commitment Letter debt commitment letters, dated as of the date of this Agreement (the financing provided for therein being collectively referred to as including all exhibits and schedules thereto, the “Equity FinancingDebt Commitment Letters”) ), by and among inter alia Parent and the Financing Parties specified therein and (ii) a fully the executed commitment letter fee letter, dated the date of this Agreement, referenced therein, relating to fees and other terms with respect to the Debt Financing contemplated by such Debt Commitment Letters (with only fee amounts and customary “flex” terms redacted, none of which redacted provisions could affect the conditionality, enforceability, availability, or aggregate principal amount of the Debt Financing). Pursuant to the Debt Commitment Letters, and subject to the terms and conditions thereof, the Financing Parties party thereto have committed to provide Parent and/or its Subsidiary party thereto with the amounts set forth in the Debt Commitment Letters for the purposes set forth therein (the debt financing contemplated in the Debt Commitment Letters, together with all exhibitsany replacement debt financing, schedules, and annexes thereto) and fee letter from the financial institutions identified thereinincluding any bank financing or debt securities issued in lieu thereof, the “Debt Financing Financing”). (b) As of the date of this Agreement, the Debt Commitment Letter” Letters are in full force and effect and the respective commitments thereunder have not been withdrawn, rescinded, reduced or terminated, or otherwise amended or modified in any respect and, together to the Knowledge of Parent, no termination, reduction, withdrawal, rescission, amendment or modification is contemplated (other than as set forth therein with respect to “flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Equity Debt Commitment Letters as of the date of this Agreement), and the Debt Commitment Letters, in the “Financing Commitment Letters”) to provideform so delivered, on constitute the terms legal, valid and subject only binding obligations of, and are enforceable against, Parent, its Subsidiary party thereto and, to the conditions expressly stated thereinKnowledge of Parent, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms each of the “market flex” and other commercially sensitive informationnon-affiliated parties thereto, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extentsubject, in each case, they are Permissible Redacted Terms. As of to the Enforceability Exceptions. (c) Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letters to be paid on or before the date hereofof this Agreement, none and will pay in full any such amounts as and when due and payable on or before the Closing Date. Except as expressly set forth in the Debt Commitment Letters, there are no conditions precedent to the obligations of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, Parties party thereto to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and provide the Debt Financing is funded in accordance with or any contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount of the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming Financing. Assuming the satisfaction of the conditions set forth in Section 7.02(a6.3(a) and Section 7.02(b) (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 any of the Debt Commitment Letters on or prior to the Closing Date, nor does Parent have knowledge as of the date of this Agreement that any Financing Party party thereto will not perform its obligations thereunder. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (Except for customary bond engagement letters and for the redacted fee letter provided to the extent Company in accordance with clause (a) above, as of the date of this Agreement, there are no contracts, agreements, “side letters” or other arrangements to which Parent or Merger Sub any of its Subsidiaries is a party thereto) and, relating to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization Debt Commitment Letters or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. the Debt Financing. (d) As of the date hereofof this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would constitutes, or would reasonably be expected to constitute constitute, a default or breach on the part of by Parent or Merger Sub its Subsidiaries or, to the knowledge Knowledge of Parent, any other parties party thereto, under of any term of the Financing Debt Commitment Letters. Assuming The Debt Financing, when funded in accordance with the satisfaction Debt Commitment Letters and giving effect to any “flex” provision in or related to the Debt Commitment Letters (including with respect to fees and original issue discount), together with cash and the other sources of the conditions set forth in Section 7.01 and Section 7.02 immediately funds available to Parent on the Closing Date, as shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s obligations under this Agreement and the Debt Commitment Letters, including the payment of the date hereofCash Consideration, Parent does not have the Preferred Merger Consideration and any reason to believe that the full amount under the Financing Commitment Letters will not be available to fees and expenses of or payable by Parent or Merger Sub on the Closing Date. As Subs or Parent’s other Affiliates, and for any repayment or refinancing of any outstanding indebtedness of the date hereofCompany and/or its Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Debt Commitment Letters (such amounts, collectively, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity “Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Amounts”). (e) Parent and Merger Sub Subs expressly acknowledge and agree that their obligation obligations under this Agreement to consummate the Merger and pay Mergers or any of the Aggregate Merger Consideration is other transactions contemplated by this Agreement, are not subject to, or conditioned on on, the receipt or availability of any funds or the Debt Financing.

Financing. Parent has delivered to the Company true, correct true and complete copiesfully executed copies of (i) the commitment letter, dated as of the date hereof, of (i) each fully executed Equity Commitment Letter among Parent, Discovery Communications, LLC, Xxxxxxx Sachs Bank, USA and Xxxxxxx Xxxxx Lending Partners LLC (the financing provided for therein being collectively referred to as the “Equity FinancingCommitment Letter”) ), and (ii) a fully executed commitment letter the fee letter, dated as of the date hereof, among Parent, Discovery Communications, LLC, Xxxxxxx Sachs Bank, USA and Xxxxxxx Xxxxx Lending Partners LLC (together with all exhibitsas redacted to remove the fee amounts, schedulesalternate transaction fee provisions, and annexes thereto) and fee letter from the financial institutions identified thereinpricing caps, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms rates and subject only to the conditions expressly stated therein, debt financing amounts included in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive informationeconomic terms that could not adversely affect the conditionality, in enforceability or termination of the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent“Redacted Fee Letter”), in each case, they are Permissible including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “Debt Letters”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Parent) have severally committed to lend the amounts set forth therein to Parent (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Letters. The Debt Letters have not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Redacted TermsFee Letter shall not be deemed to constitute a modification or amendment of the Commitment Letter), and the respective commitments contained in the Debt Letters, to the Knowledge of Parent, have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the date hereofof this Agreement, none the Debt Letters are in full force and effect and constitute the legal, valid and binding obligation of the Financing Commitment Letters has been withdrawneach of Parent, terminatedDiscovery Communications, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, LLC and, to the extent related to any Person that is not an Affiliate Knowledge of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated herebyparties thereto, including payment of the Aggregate Merger Consideration, subject in each case to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar Applicable Laws other laws affecting generally the enforcement of creditors’ rights generally and by subject to general principles of equity. As of the date hereofof this Agreement, there are no conditions precedent or contingencies related to the funding of the full amount of the Financing Commitment pursuant to the Debt Letters, other than as expressly set forth in the Debt Letters are in full force and, after the date of this Agreement, such other conditions and effect contingencies with respect to the Financing permitted pursuant to Section 6.16. Subject to the terms and conditions of the Debt Letters and assuming the satisfaction or waiver that each of the conditions set forth in Section 7.01 7.1 and Section 7.02 7.2 of this Agreement is satisfied at Closing, the net proceeds contemplated from the Financing, together with other financial resources of Parent, including contemplated cash on hand of Parent, will, in the Closing Dateaggregate, Parent has be sufficient for the satisfaction of all of Parent’s obligations under this Agreement, including the payment of the Merger Consideration and all fees and expenses reasonably expected to be incurred in connection therewith. As of the date of this Agreement, no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default or breach on the part of Parent or Merger Sub under the Debt Letters or, to the knowledge Knowledge of Parent, any other parties thereto, under any party to the Debt Letters (assuming the accuracy of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 Company’s representations and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount warranties and undertakings under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Datethis Agreement for such purpose). As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, this Agreement there are no side letters or other agreements, Contracts or arrangements or understandings related to which Parent or any Equity Investor is a party that would adversely affect the availability funding of the Equity full amount of the Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided Debt Letters. Parent has fully paid all commitment fees or other fees required to the Company be paid on or prior to the date hereofof this Agreement in connection with the Financing. Each Equity Commitment Letter providesAs of the date of this Agreement, assuming (x) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects, (y) the performance of all obligations and compliance with all covenants and agreements required by this Agreement to be performed or complied with at or prior to the Closing by the Company in all material respects and (z) that each of the conditions set forth in Section 7.1 and Section 7.2 of this Agreement is satisfied at Closing, Parent has no reason to believe that any of the conditions to the Financing will continue not be satisfied, or to providethe Knowledge of Parent, as of the date of this Agreement, that the Company is a third party beneficiary thereof as set forth therein. Financing will not be made available to Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability Closing Date in accordance with the terms of the Debt FinancingLetters.

Financing. Parent (a) The Buyer has delivered to the Company true, correct Seller Representative a true and complete copiescopy of the executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Financing Commitment”), pursuant to which, and subject to the terms and conditions of which, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, of (i) each fully executed Equity Commitment Letter (it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing termsCommitment, including terms any condition of closing of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with Debt Financing that is required to be satisfied as a condition of the Debt Financing, may have been redacted or (ii) the full amount of the Debt Financing will not be made available to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated Buyer at or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, prior to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this AgreementClosing. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by conditions set forth in the Debt Financing Commitment Letterand assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to (1) pay the amounts required to be paid in connection with Purchase Price upon the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries terms contemplated by this Agreement, to (2) pay any all other amounts required to be paid payable by Parent or Merger Sub on or prior to the Closing Date Buyer in connection with the consummation of the transactions transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the “Required Amount”), assuming the satisfaction Buyer or any of the conditions set forth in Section 7.02(aits Affiliates is responsible. (b) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. 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 on the part of Parent the Buyer or Merger Sub orany of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, to the knowledge of Parent, any event or other parties thereto, under occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment Lettersinaccurate in any material respect. Assuming the satisfaction The non-redacted portion of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the this Debt Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Debt Financing available to Parent the Buyer on the terms set forth therein. As of Other than the date hereofDebt Financing Commitment, there are no side letters or other agreementscontracts, arrangements or understandings (written or oral) relating to which Parent or any Equity Investor is a party the Debt Financing that would adversely affect could impair the availability of the Equity Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other than fees and expenses, in each case as expressly set forth in the Equity Commitment Letter provided are required to be paid pursuant to the Company terms of the Debt Financing Commitment on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub . (c) The Buyer acknowledge and agree that their obligation obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Merger Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and pay complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Aggregate Merger Consideration is not conditioned on Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the availability Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of Debt Financing$10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The net proceeds contemplated from the Financing, together with cash on hand, cash equivalents, available lines of credit or other sources of immediately available funds held by Parent has delivered and Merger Sub, will be sufficient to (i) pay the aggregate Cash Merger Consideration, (ii) satisfy all of Parent and Merger Sub’s other obligations under this Agreement and (iii) pay all fees and expenses of or required to be paid by Parent, Merger Sub and the Surviving Company in connection with the transactions contemplated by this Agreement, including 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 contemplated by, this Agreement or the Commitment Letter (as defined below). (b) Parent and Merger Sub have provided to the Company true, correct true and complete copies, as of the date hereof, copies of (i) each fully an executed Equity Commitment Letter commitment letter (the financing provided for therein being collectively referred to “Commitment Letter”), dated as of January 29, 2020, between Parent and/or Merger Sub, on the “Equity Financing”) one hand, and the Financing Sources set forth in the Commitment Letter, on the other hand, and (ii) a fully an executed commitment fee letter (together as redacted to remove solely the fee amounts, and other economic terms customarily redacted in connection with transactions of this type, the “Redacted Fee Letter”), dated as of January 29, 2020, between Parent and/or Merger Sub, on the one hand, and the Financing Sources set forth in the Redacted Fee Letter, on the other hand, in each case, including all exhibits, schedules, annexes and annexes thereto) and fee letter from amendments to such letters in effect as of the financial institutions identified thereindate of this Agreement (collectively, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) ), pursuant to providewhich, on and subject to the terms and subject only conditions thereof, the Financing Sources have committed to the conditions expressly stated therein, provide Parent and/or Merger Sub with debt financing in the amounts set forth therein; provided that fee amounts and pricing termstherein (the “Debt Financing”). (c) Except as expressly set forth in the Commitment Letter, including terms there are no conditions precedent to the obligations of the “market flex” and other commercially sensitive information, in Financing Sources to provide the fee letter entered into in connection with Debt Financing or any contingencies that would permit the Financing Sources to reduce the total amount of the Debt Financing, may have been redacted including any condition or other contingency relating to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none amount or availability of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related pursuant to any Person “flex” provision. Parent does not have any reason to believe that is not an Affiliate of Parent, it will be unable to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment satisfy on a timely basis all terms and restatement, modification or waiver, except conditions to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated be satisfied by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will it in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub Commitment Letter on or prior to the Closing Date in connection with the consummation Date, nor does Parent have knowledge that any of the transactions Financing Sources 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 Letter that could affect the availability of the Debt Financing contemplated by this Agreement the Commitment Letter. (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(ad) and Section 7.02(b) on the Closing Date. Each Financing The Commitment Letter is enforceable against Parentconstitutes the legal, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge valid and binding obligation of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereofto Parent’s knowledge, the Financing Commitment Letters are other parties thereto, and is in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Dateeffect. To Parent’s knowledge, Parent has no reason to believe that any event has occurred which, which (with or without notice, lapse of time or both, ) would or would reasonably be expected to constitute a default breach or breach on failure to satisfy a condition by Parent under the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any terms and conditions of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 Letter, and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that any of the full amount under conditions to the Debt Financing Commitment Letters will not be satisfied by Parent on a timely basis or that the Debt Financing will not be available to Parent on the date of the Closing. Parent has paid in full any and all commitment fees or Merger Sub 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 amounts due on or before the Closing Date. As Except for amendments to the Commitment Letter permitted without the consent of the date hereofCompany pursuant to Section 6.11(a), the Equity Commitment Letter contains all has not been modified, amended or altered and none of the conditions precedent and other conditions respective commitments thereunder has been withdrawn or rescinded in any respect, and, to the obligations knowledge of Parent, no withdrawal or rescission thereof is contemplated. Except for amendments to the Commitment Letter permitted without the consent of the parties thereunder Company pursuant to make Section 6.11(a), no modification or amendment to the full amount Commitment Letter is currently contemplated. (e) In no event shall the receipt or availability of any funds or financing (including, for the Equity Financing available to Parent on avoidance of doubt, the terms therein. As of the date hereofDebt Financing) by Parent, there are no side letters or other agreements, arrangements or understandings to which Parent Merger Sub or any Equity Investor is of their respective Affiliates be a party that would adversely affect the availability condition to any of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on Parent’s or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingSub’s obligations under this Agreement.

Financing. (a) Parent has delivered to the Company true, correct and complete copiescopies of (i) the executed commitment letter, dated as of the date hereof, from Citigroup Global Markets Inc. and Jefferies Finance LLC (together with all exhibits, annexes, schedules and attachments thereto, including the Redacted Fee Letter, the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the lenders party thereto have committed to lend the amounts set forth therein to Purchaser for the purpose of financing the transactions contemplated by this Agreement (such financing, the “Debt Financing”). (b) The Debt Commitment Letter is, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) in full force and (ii) a fully executed commitment letter (together with all exhibits, schedules, effect and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has not been withdrawn, terminated, repudiated, rescinded, terminated or rescinded in any respect or otherwise amended, amended and restated supplemented or modified, no terms thereunder have been waivedmodified in any respect, and no such withdrawal, termination, repudiation, rescission, amendment, amendment supplement or modification is presently contemplated by Parent or Purchaser (other than amendments or modifications that are permitted by Section 5.12). The Debt Commitment Letter is a legal, valid and restatement, modification or waiver has occurred, binding obligation of Purchaser and Parent and, to the extent related to any Person that is not an Affiliate Knowledge of Purchaser and Parent, the other parties thereto. Except for the Debt Commitment Letter in the form delivered pursuant to Section 4.9(a), as of the knowledge of Parentdate hereof there are no side letters or other agreements, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification contracts or waiver, except arrangements relating to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with or the Debt Financing Commitment Letter, as applicable, Letter that could affect the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by availability of the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger ConsiderationFinancing, to make any repaymentwhich Purchaser, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation any of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub their respective Affiliates is a party thereto) andand no such side letters or other agreements, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization contracts or similar Applicable Laws affecting creditors’ rights generally and by general principles of equityarrangements are currently outstanding. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (x) constitute a default or breach on the part of Purchaser or Parent or Merger Sub orand (in the case of the Debt Commitment Letter only, to the knowledge Knowledge of Purchaser and Parent, ) any of the other parties thereto, under any term of the Financing Debt Commitment Letter, (y) result in a failure of any condition of the Debt Commitment Letters, or (z) to the Knowledge of Purchaser and Parent, result in any portion of the Debt Financing contemplated thereby to be unavailable (provided that Parent and Purchaser are not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties set forth in Article III, or the Company’s compliance with its obligations under the terms of this Agreement). Purchaser and Parent have fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to be paid on or before the date hereof. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on to Parent’s obligation to consummate the Closing DateOffer and/or the Merger (as applicable), as the aggregate net proceeds of the date hereof, Parent does not have any reason to believe that Debt Financing (when funded in accordance with the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As terms of the date hereofDebt Commitment Letter) will be sufficient for Purchaser’s and Parent’s obligations under this Agreement, including the payment of the Offer Price in respect of each share of Company Common Stock validly tendered and accepted for payment in the Offer and payment of the aggregate Merger Consideration pursuant to Section 2.5, all amounts to be paid pursuant to Section 2.6, the Equity payment of all associated costs and expenses of the Offer and the Merger (including any repayment or refinancing of Indebtedness of the Company required in connection therewith) and the payment of all other amounts required to be paid by Parent and/or Purchaser in connection with the consummation of the Transactions and to allow Purchaser and Parent to perform all of their obligations under this Agreement. The Debt Commitment Letter contains sets forth all of the conditions precedent of Parent and other conditions Purchaser to the obligations of the parties thereunder lenders party thereto to make the full amount of the Equity Debt Financing available to Parent or Purchaser on the terms therein. As of set forth in the date hereof, Debt Commitment Letter and there are no side letters or other agreements, arrangements or understandings conditions precedent related to which Parent or any Equity Investor is a party that would adversely affect the availability funding of the Equity full amount of the Debt Financing on the Closing Date, other than except as expressly set forth in the Equity Debt Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingLetter.

Financing. On the Closing Date, assuming the Financing contemplated by the Commitment Letter is available on the terms and conditions set forth therein, the Borrowers will have all funds necessary to consummate the Transactions. In no event shall the receipt or availability of any funds or financing by Parent, the Borrowers or any of the Merger Subs or any other financing or other transactions or any marketing or syndication of any of the foregoing be a condition to any of Parent’s or any Merger Sub’s obligations hereunder. Parent has obtained and delivered to the Company a true, correct complete and complete copiesfully executed and accepted debt commitment letter, dated as of the date hereof (such letter, together with all annexes and exhibits attached thereto and the executed fee letter, dated as of the date hereof, of (i) each fully executed Equity Commitment Letter (as amended, modified, waived, supplemented, extended or replaced in accordance with the financing provided for terms therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibitsherein, schedules, and annexes thereto) and fee letter from the financial institutions identified thereincollectively, the “Debt Financing Commitment Letter” and”), together with pursuant to which the Equity Commitment LettersFinancing Sources have committed, the “Financing Commitment Letters”) subject solely to provide, on the terms and subject only to the conditions expressly stated thereinset forth in the Commitment Letter, debt financing in to lend to certain US and Canadian Subsidiaries of Parent named therein as borrowers (the “Borrowers”) the amounts set forth therein; provided that fee amounts and pricing termstherein for, including terms among other things, the purposes of the “market flex” and other commercially sensitive informationFinancing. The Commitment Letter, in the fee letter entered into form so delivered, is in connection full force and effect in accordance with the Debt Financingterms thereof, may have has not been redacted amended or otherwise modified and is the legal, valid and binding obligation of Parent and, to the extentKnowledge of Parent, the other parties thereto, subject to the Bankruptcy and Equity Exceptions. To the Knowledge of Parent, no such commitment provided for in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters Letter has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated supplemented or modified, no terms thereunder have been waivedin any respect, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, supplement or modification or waiver has occurred, and, is contemplated other than as set forth in the Commitment Letter with respect to the extent related Parent’s ability to add additional arrangers thereunder. Parent or the Merger Subs have fully paid any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification all commitment fees or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid other fees in connection with the Merger Commitment Letter that are payable and due on the other transactions contemplated herebydate hereof and will pay in full any such amounts payable and due on, including payment and subject to the occurrence of, the Closing Date. Neither Parent nor any of the Aggregate Merger ConsiderationSubs, nor to the Knowledge of Parent, any other counterparty thereto has committed any breach of any of its covenants or other obligations set forth in, or is in default under, the Commitment Letter, and to the Knowledge of Parent, no event has occurred or fact, condition or circumstance exists that, could or could reasonably be expected to (a) constitute or result in a breach or default on the part of any Person under the Commitment Letter, (b) constitute or result in a failure to satisfy any of the terms or conditions set forth in the Commitment Letter, (c) make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreementassumptions or any of the statements set forth in the Commitment Letter inaccurate in any material respect, (d) give Parent or any Merger Sub any reason to pay believe that any other amounts required of the conditions to be paid by Parent or Merger Sub satisfied contained in the Commitment Letter will not be satisfied on a timely basis on or prior to the Closing Date in connection with or that the consummation of Financing or that the transactions contemplated by this Agreement (full amounts committed pursuant to the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may will not be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any 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 Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, available as of the date hereofClosing if the conditions to be satisfied contained in the Commitment Letter are satisfied or (e) otherwise result in, or give Parent does not have or any Merger Sub any reason to believe that the full amount under that, any portion of the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As as of the date hereof, the Equity Commitment Letter contains all of the Closing. There are no conditions precedent and (directly or indirectly) or other conditions related to the obligations of the parties thereunder to make Financing and the full amount of the Equity Financing available to Parent on funding thereof other than the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as thereof expressly set forth in the Equity Commitment Letter Letter. There are no contingencies that would permit any Financing Source to reduce the total amount of the Financing, including any condition or other contingency relating to the availability of the Financing pursuant to any “flex” provision. Other than the Commitment Letter, there are no other contracts or written agreements (or other arrangements or agreements that are material) entered into by the Parent or any Affiliate thereof that are materially related to the funding of the Financing (except for (i) customary engagement letters and fee credit letters, true and correct copies of which have been provided to the Company on and (ii) customary non-disclosure agreements which do not impact the availability, conditionality or prior to amount of the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing).

Financing. Parent has delivered to the Company true, correct and complete copiesCompany, as of the date hereofof this Agreement, true, complete and correct copies of (i) each fully an executed Equity commitment letter, dated as of the date hereof (the “Debt Commitment Letter“, provided that, for purposes of this Agreement, the Debt Commitment Letter (shall also include, after the date hereof, to the extent alternative financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully from alternative financial institutions is obtained in accordance with this Agreement, any executed commitment letter for such alternative financing), among Parent and Xxxxx Fargo Bank, National Association, Xxxxx Fargo Capital Finance, LLC, 1903 Onshore Funding, LLC and Special Value Continuation Partners, LP (collectively, the “Debt Commitment Parties“; the Debt Commitment Parties, together with all exhibitswith, schedules, and annexes thereto) and fee letter to the extent alternative financing from the alternative financial institutions identified thereinis obtained in accordance with this Agreement, any such alternative financial institutions, collectively, the “Debt Financing Sources“) pursuant to which the Debt Commitment Parties (or Debt Financing Sources, as applicable) have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing“ which includes, to the extent alternative financing from alternative financial institutions is obtained in accordance with this Agreement, any such alternative financing), and (ii) executed equity commitment letters, dated as of the date hereof (the “Equity Commitment Letters“, and together with the Debt Commitment Letter” , the “Commitment Letters“), pursuant to which Family LLC and Xxxxxx Equities VII, LLC, respectively (the “Equity Financing Sources“ and, together with the Equity Commitment LettersDebt Financing Sources, the “Financing Commitment Letters”Sources“) have committed, subject to provide, on the terms and subject only conditions thereof, to invest up to the conditions expressly stated therein, debt financing in the respective amounts set forth therein; provided that fee amounts and pricing terms, including terms of therein (the “market flex” Equity Financing“, and other commercially sensitive information, in the fee letter entered into in connection together with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”Financing“), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing The Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any 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 Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereofof this Agreement, and are legal, valid and binding obligations of Parent does not have any reason to believe that and the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Dateother parties thereto. As of the date hereof, the Equity Commitment Letter contains all no amendment or modification of the conditions precedent Commitment Letters has been or made and other conditions to the obligations of respective commitments contained in the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereinCommitment Letters have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are no side letters or other agreements, arrangements or understandings agreements to which Parent or any Equity Investor its Affiliates is a party that would adversely affect relating to the availability funding of the Equity Financing other than the Commitment Letters, the Rollover Agreement, the Exchange Agreement and any customary fee letters or engagement letters that do not impact the conditionality or amount of the Financing. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Commitment Letters and/or the Financing that are due and payable on or prior to the date hereof (to the extent not otherwise waived by the applicable Financing Source). As of the date of this Agreement, assuming the accuracy in all material respects of the representations and warranties set forth in Article III, neither Parent nor Merger Sub has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term (to the extent such material term is to be performed or complied with prior to the Closing Date) or condition to close set forth in any of the Commitment Letters, in each case, in accordance with the terms therein, on or prior to the Closing Date. There are no conditions precedent related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in or contemplated by the Equity Commitment Letter provided to the Company on or prior to the date hereofLetters. Each Equity Commitment Letter provides, and The Financing will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. provide Parent and Merger Sub acknowledge with financing on the Closing Date sufficient to pay all cash amounts required to be paid by Parent and agree that their obligation Merger Sub under this Agreement in connection with the Merger, together with any fees and expenses of or payable by Parent and Merger Sub with respect to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned Financing on the availability of Debt FinancingClosing Date.

Financing. Parent has delivered to Assuming the Company true, correct and complete copies, as satisfaction of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts in Section 7.01 and pricing termsSection 7.02(b), including terms Parent will have available to it at the Closing, sufficient cash, available lines of credit or other sources of immediately available funds to consummate the “market flex” Merger and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required aggregate Merger Consideration to be paid in connection with the Merger Exchange Agent and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by hereby to which it is a party and to pay all related fees and expenses of Parent and Merger Sub, including 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, the “Merger Amounts”), and there is no restriction on the use of such cash, available lines of credit or other sources of immediately available funds for such purposes. Parent has accepted and delivered to the Company a true, complete and correct copy, including all exhibits, schedules or amendments thereto, of the fully executed commitment letter, dated as of the date hereof, from Xxxxxx Xxxxxxx Senior Funding, Inc. (the “Required AmountCommitment Parties”) to Parent (the “Commitment Letter”), assuming pursuant to which the satisfaction of Commitment Parties have committed, upon the terms and subject to the conditions set forth therein (subject to any “market flex” provisions included in Section 7.02(a) the fee letters dated the date hereof referred to therein (collectively, the “Fee Letter”), true and Section 7.02(b) complete copies of each of which have been delivered to the Company redacted only with respect to fees, economic terms, pricing caps, “market flex” and other provisions that are customarily redacted in connection with transactions of this type and that would not in any event adversely affect the conditionality, enforceability, availability, termination or amount of the Financing), to provide the financing set forth in the Commitment Letter (the “Financing”). The Financing, when funded in accordance with the Commitment Letter and giving effect to any “market flex” provision in or related to the Commitment Letter (including with respect to fees and original issue discount), shall provide Parent with cash proceeds on the Closing DateDate in an amount at least equal to the Merger Amounts As of the date of this Agreement, the Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement (nor is any such amendment or modification contemplated except (i) to add additional commitment parties as expressly contemplated in the Commitment Letter or (ii) to include commitments with respect to a revolving credit facility (or an amendment of Parent’s existing revolving credit facility)), and the respective commitments contained in the Commitment Letter have not been withdrawn, terminated or rescinded in any respect. Each Neither Parent nor Merger Sub has entered into any agreement, side letter, contract or other understandings or arrangement relating to the Financing other than as set forth in the Commitment Letter and the Fee Letter or as permitted under Section 6.11. The Commitment Letter is in full force and effect and represents a valid, binding and enforceable against Parent, Merger Sub (to the extent obligation of Parent or Merger Sub is a party thereto) and, to the knowledge Knowledge of ParentParent and Merger Sub, a valid, binding and enforceable obligation of the Commitment Parties, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions precedent set forth in the Commitment Letter and, in each case, subject to the qualification that such other Persons party thereto in accordance with its terms, except as enforcement enforceability may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws other laws of general application relating to or affecting creditors’ rights generally and of creditors or by general principles of equity. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts, if any, that are due and payable on or prior to the date of this Agreement in connection with the Financing. As of the date hereofof this Agreement, assuming the accuracy of the representations and warranties of the Company set forth in Article III such that the condition set forth in Section 7.02(a) is satisfied, the Financing Commitment Letters are performance by the Company of its obligations under this Agreement such that the condition set forth in full force Section 7.02(b) is satisfied, and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 7.01, and Section 7.02 on assuming completion of the Closing DateMarketing Period, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default or breach on the part of Parent or Merger Sub Parent, or, to the knowledge Knowledge of ParentParent or Merger Sub, any other parties thereto, party thereto under any the Commitment Letter. As of the Financing Commitment Letters. Assuming date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article III such that the condition set forth in Section 7.02(a) is satisfied, the performance by the Company of its obligations under this Agreement such that the condition set forth in Section 7.02(b) is satisfied, and the satisfaction of the conditions set forth in Section 7.01 7.01, and Section 7.02 on the Closing Date, as assuming completion of the date hereofMarketing Period, neither Parent does not have nor Merger Sub has any reason to believe that Parent will be unable to satisfy on a timely basis any of the full amount under conditions to the Financing to be satisfied pursuant to the Commitment Letters will not be available Letter on or prior to Parent or Merger Sub on the Closing Date. As , nor does Parent have Knowledge that any of the date hereof, the Equity Commitment Letter contains all of the Financing Sources will not perform its obligations thereunder. There are no conditions precedent and or other conditions contingencies related to the obligations funding of the parties thereunder to make the full amount of the Equity Financing available (including pursuant to Parent on any “market flex” provisions included in the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing DateFee Letter), other than as the conditions precedent expressly set forth in the Equity Commitment Letter provided delivered to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub understand and acknowledge that under the terms of this Agreement, Parent’s and agree that their obligation Merger Sub’s obligations to consummate the Merger and pay are not in any way contingent upon or otherwise subject to Parent’s or Merger Sub’s consummation of any financing arrangements, Parent’s or Merger Sub’s obtaining of any financing or the Aggregate availability, grant, provision or extension of any financing to Parent or Merger Consideration is not conditioned on the availability of Debt FinancingSub.

Financing. Buyer or Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) obtained a fully executed commitment letter (the “Debt Commitment Letter”) from GSO Capital Partners LP (together with all exhibits, schedules, and annexes any other lender that becomes a party thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” andLender”), a true and complete copy of which has been provided to Seller (together with each related fee letter (subject to redaction so long as such redaction does not cover terms that would adversely affect the Equity Commitment Lettersconditionality, availability or term of the “Financing Commitment Letters”) to provideFinancing)), on the terms and providing for, subject only to the conditions expressly stated therein, debt financing in the amounts and qualifications set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive informationall funds necessary, in the fee letter entered into in connection with the Debt Financingwhich, may have been redacted subject to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction fulfilment of the conditions set forth in Section 7.02(athis Agreement, are available to Buyer, together with its cash on hand, to consummate the transactions contemplated by this Agreement. As of the date of this Agreement, the Debt Commitment Letter and the financing commitment contained therein, (i) and Section 7.02(b) on have not been amended, restated, withdrawn, rescinded or otherwise modified or waived, and, no such amendment, restatement, withdrawal, rescission or other modification or waiver of the Closing Date. Each Financing Debt Commitment Letter is enforceable against Parentcontemplated and (ii) is in full force and effect, Merger Sub (to and constitute the extent Parent or Merger Sub is a party thereto) legal, valid and binding obligations of Buyer and, to the knowledge Knowledge of ParentBuyer, such the other Persons party thereto in accordance with its termsparties thereto, except as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, moratorium or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). There are no conditions precedent related to the funding of the financing described in the Debt Commitment Letter or contingencies that would permit the Lender, Buyer or Parent to reduce the total amount of the Financing, other than as set forth in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to be paid on or before the date hereof. As of the date hereofof this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would that constitutes or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub orBuyer and, to the knowledge Knowledge of ParentBuyer, any other parties thereto, under any the Debt Commitment Letter. As of the Financing Commitment Letters. Assuming date of this Agreement, assuming the satisfaction accuracy of the conditions Seller’s representations and warranties set forth in Section 7.01 this Agreement and Section 7.02 on the Closing Dateperformance by Seller of its obligations under this Agreement, as of the date hereof, Parent does not have any Buyer has no reason to believe that any of the full amount under conditions to the Financing contemplated by the Debt Commitment Letters Letter will not be satisfied or that the Financing will not be available to Parent or Merger Sub Buyer on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereofthis Agreement, there are no side letters or other agreements, Contracts or written arrangements or understandings to which Parent Buyer or any Equity Investor of its Affiliates is a party that would adversely affect related to the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Debt Commitment Letter and any customary fee letters (a redacted version of which has been provided to Seller as described above) and non-disclosure agreements that do not impact the Company on conditionality or prior to amount of the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing.

Financing. (a) Parent has delivered delivered, and caused Parent Sponsor to deliver, to the Company a true, complete and correct and complete copies, as copy of the date hereof, of (i) each fully executed Equity Commitment Letter Letter, pursuant to which, upon the terms and subject to the conditions set forth therein, Parent Sponsor has agreed to directly or indirectly invest in Parent the Closing Payment Commitment for the purpose of delivering the Total Merger Consideration and the other permitted purposes expressly set forth therein (the financing provided for therein being collectively referred to as the “Equity Financing”) or to pay to the Company any monetary damages up to the Damages Commitment. The Equity Commitment Letter provides that the Company is an express third party beneficiary of and is entitled to enforce (ii) a fully executed commitment letter (together with all exhibitssubject to the terms and conditions set forth therein), schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment LettersLetter, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive informationwhich, in the fee letter entered into case of the Closing Payment Commitment for the purposes of delivering the Total Merger Consideration is solely in connection with the Debt FinancingCompany’s exercise of its rights under Section 8.13 or Section 7.5. (b) As of the date hereof, may have been redacted the Equity Commitment Letter is in full force and effect and constitutes the valid, binding and enforceable obligation of Parent or Merger Sub and Parent Sponsor, as applicable, and, to the extentKnowledge of Parent and Merger Sub, the other parties thereto, enforceable in each caseaccordance with their respective terms, they are Permissible Redacted Termsexcept as enforcement may be limited by the Enforceability Exceptions. As of the date hereof, none there are no conditions precedent related to the funding of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate full amount of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment LetterFinancing, as applicable, other than the net proceeds contemplated by conditions precedent expressly set forth in the Equity Commitment LettersLetter. The Equity Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement, and the net proceeds contemplated by the Debt Financing Commitment Letterrespective commitments contained therein have not been terminated, will reduced, withdrawn or rescinded in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or respect prior to the Closing Date in connection with the consummation date of the transactions contemplated by this Agreement (the “Required Amount”)Agreement, assuming the satisfaction of the conditions set forth in Section 7.02(a) 6.1 and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter 6.2, no such termination, reduction, withdrawal or rescission is enforceable against Parentcontemplated by Topco, Merger Sub (to the extent Parent or Merger Sub is a party thereto) andor Parent Sponsor or, to the knowledge Knowledge of ParentTopco, such Parent and Merger Sub, any other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equitythereto. As of the date hereof, neither Topco, Parent nor Merger Sub is in default of or breach under the Financing terms and conditions of the Equity Commitment Letters are in full force and effect and Letter, and, assuming the satisfaction or waiver of the conditions set forth in Section 7.01 6.1 and Section 7.02 on 6.2, to the Closing DateKnowledge of Topco, Parent has and Merger Sub, no reason to believe that any event has occurred whichthat, with or without notice, lapse of time or both, both would or would reasonably be expected to constitute a default or breach on or a failure to satisfy a condition under the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any terms and conditions of the Financing Equity Commitment Letters. Assuming Letter. (c) As of the date hereof, assuming the satisfaction of the conditions set forth in Section 7.01 6.1 and Section 7.02 on the Closing Date6.2, as each of the date hereofTopco, Parent does not have any and Merger Sub has no reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all (i) any of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company will not be satisfied on or prior to the date hereof. Each Closing Date or (ii) the Equity Financing in the aggregate amounts contemplated by the Equity Commitment Letter provideswill not be available to Topco, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge on the Closing Date. Each of Topco, Parent and agree Merger Sub acknowledges that Parent’s obligations under this Agreement are not subject to any conditions regarding Parent’s, Merger Sub’s, their obligation Affiliates’, or any other Person’s (including, for the avoidance of doubt, the Company or any of its Subsidiaries) ability to consummate obtain the Equity Financing for the consummation of the Contemplated Transactions. (d) There are no side letters, understandings or other agreements or arrangements of any kind relating to the Equity Commitment Letter or the Equity Financing that could affect the availability or amount of the Equity Financing contemplated by the Equity Commitment Letter in any respect. No fees are required to be paid by Topco or Parent in connection with the provision of the Equity Commitment Letter or the drawing on any commitment made by Parent Sponsor pursuant to the Equity Commitment Letter. (e) The Equity Financing, when funded in accordance with the Equity Commitment Letter, will provide Parent or Merger Sub with cash proceeds on the Closing Date sufficient to enable Parent and pay Merger Sub to perform all of their payment obligations under this Agreement at the Aggregate Closing, including to (i) deliver the Total Merger Consideration is and all other amounts required to be paid under Article II, (ii) pay any fees and expenses required to be made by or on behalf of Parent or Merger Sub at Closing, and (iii) cause the Company to repay the Term B Loan to the extent required in connection with the transactions described in this Agreement or the Equity Commitment Letter. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, each of Topco, Parent and Merger Sub has no reason to believe that the representations and warranties contained in the immediately preceding sentence will not conditioned on be true at and as of the Closing Date. Notwithstanding anything elsewhere in this Agreement to the contrary, in no event shall the receipt or availability of Debt Financingany funds or financing (including the Equity Financing contemplated by the Equity Commitment Letter) by or to Topco, Parent, Merger Sub or any of their respective Affiliates or any other financing transaction be a condition to any of the obligations of Topco, Parent or Merger Sub hereunder.

Financing. Parent has delivered to provided the Company true, correct a true and complete copiescopy, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully an executed commitment letter (together with all exhibits, schedules, and annexes theretothe “Debt Financing Commitment”) and fee letter from the financial institutions identified therein, therein (the “Debt Financing Commitment Letter” andParties”), together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on subject to the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided therein for the purpose of funding in part the Cash Consideration and replacing and refinancing any credit facility or other Indebtedness of the Company, Parent or any of their respective Subsidiaries that fee amounts and pricing will not continue after the Effective Time (the “Debt Financing”). The Debt Financing Commitment is valid, binding and, to the Knowledge of Parent, enforceable by Parent against the other parties thereto in accordance with its terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted subject to the extent, in each case, they are Permissible Redacted TermsBankruptcy and Equity Exception. As of the date hereof, none of the Debt Financing Commitment Letters has is in full force and effect and the respective obligations and commitments therein have not been withdrawn, terminated, repudiated, rescinded, amended, rescinded or terminated or otherwise amended and restated or modifiedmodified in any respect. As of the date hereof, no terms thereunder have been waivedevent has occurred which (with or without notice, and no such withdrawallapse of time, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, andboth) would reasonably be expected to constitute a breach in any material respect or default on the part of Parent or, to the extent related to any Person that is not an Affiliate Knowledge of Parent, any of the other parties to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except Debt Financing Commitment. Subject to the extent satisfaction of the conditions contained in Section 7.01 and Section 7.03 hereof and the commencement and completion of the Marketing Period, as of the date hereof, Parent has no reason to believe that any such amendment is of the conditions in the Debt Financing Commitment will not prohibited under this Agreementbe satisfied, or that the Debt Financing will not be made available on a timely basis in order to consummate the Merger. As of the date hereof, no Commitment Party has notified Parent of its intention to terminate any of the Debt Financing Commitment or not to provide the Debt Financing. Assuming (i) the Equity Financing is funded satisfaction of the conditions in accordance with the Equity Commitment Letters Sections 7.01 and 7.03 hereof and (ii) that the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicableits terms, the net proceeds contemplated from the Debt Financing, together with cash on hand, will be sufficient to fund the Cash Consideration, the refinancing of any credit facility or other Indebtedness of the Company, Parent or any of their respective Subsidiaries that will not continue after the Effective Time, the payment of any fees and expenses of or payable by the Equity Commitment LettersParent, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated Merger. Parent has paid in full any and all commitment or other fees required by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Debt Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters that are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any 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 Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, due as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters and will not be available to Parent or Merger Sub on the Closing Date. As of pay, after the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereinsuch fees as they become due. As of the date hereof, there There are no side letters or other agreementsContracts (except for any customary fee letters and/or engagement letters, arrangements true and complete copies of which have been provided to the Company, with customary redactions (none of which redacted terms would reasonably be expected to adversely affect the principal amount or understandings availability of the Debt Financing) relating to the Debt Financing to which Parent or any Equity Investor of its subsidiaries is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingFinancing Commitment.

Financing. Parent (a) The Buyer has delivered to the Company truecomplete, true and correct and complete copies, as copies of the date hereof, of (i) each fully executed Equity Commitment Letter (the debt financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, the “Debt Commitment Letter” and annexes thereto) and fee letter from the financial institutions identified thereincommitment thereunder, the “Debt Financing Commitment Letter” and, together with Commitment”) and the Equity Commitment Letters, related fee letters (the “Financing Commitment Fee Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing (provided that provisions in the amounts set forth therein; provided that fee amounts Fee Letters such as numerical fees and pricing terms, including terms of the “market flex” and certain other commercially sensitive information, terms in the fee letter entered into Fee Letter that are customarily redacted in connection with purchase agreements of this nature but which redactions do not affect the Debt Financingamount, timing or conditionality for the availability of funds, may have been redacted to redacted) which obligate certain parties thereto (the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the “Debt Financing is funded in accordance with Sources”) to provide debt financing (the “Debt Financing”). The Debt Financing Commitment Letteris a legal, as applicable, the net proceeds contemplated by the Equity Commitment Letters, valid and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment binding obligation of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement Buyer (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement the enforceability thereof may be limited by bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity. As )), and is the legal, valid, and binding obligations of the date hereof, the other parties thereto. The Debt Financing Commitment Letters are is in full force and effect effect, and assuming the satisfaction has not been withdrawn, rescinded or terminated or otherwise amended, modified or waived in any respect, and no such withdrawal, rescindment, termination, amendment, modification or waiver is contemplated by the Buyer or, to the knowledge of Buyer, any other party thereto. The funding of the conditions set forth amounts in Section 7.01 and Section 7.02 the Debt Financing Commitment, together with the Buyer’s cash on hand, will be sufficient to enable the Buyer to consummate the transactions on the terms contemplated by this Agreement, and to pay or cause the payment of the Estimated Closing DateAmount and any amounts which, Parent has no reason to believe that any by the terms of this Agreement, will reduce the Estimated Closing Amount, and all of the out-of-pocket fees, costs and expenses of the Buyer arising from the consummation of the transactions contemplated by this Agreement and in connection with the Debt Financing and payable at the Closing. No event has occurred whichor circumstance exists that, with or without notice, lapse of time or both, would would, or would reasonably be expected to to: (x) constitute a default or breach on the part of Parent the Buyer or Merger Sub any of its Affiliates or, to the knowledge of Parentthe Buyer, any other parties party thereto, under any term or condition of the Debt Financing Commitment Letters. Assuming the satisfaction or otherwise result in all or a portion of the Debt Financing contemplated thereby to be unavailable; (y) constitute or result in a failure to satisfy any of the terms or conditions set forth in Section 7.01 the Debt Financing Commitment; or (z) otherwise result in all or a portion of the Debt Financing not being available. (b) The Buyer has and Section 7.02 on will have at the Closing Datethe financial capability to consummate the transactions contemplated by this Agreement, as of and the date hereof, Parent does not have any reason to believe Buyer understands that the full amount under Buyer’s obligations hereunder are not in any way contingent or otherwise subject to (i) the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As consummation of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, any financing arrangements or understandings to which Parent obtaining any financing or any Equity Investor is a party that would adversely affect (ii) the availability of any financing to Buyer or any of its Affiliates. (c) Immediately after giving effect to the Equity Financing on transactions contemplated by this Agreement, none of the Closing DateBuyer Group or the Company Group, other than as expressly set forth individually or in the Equity Commitment Letter provided aggregate shall (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 salable value of its assets is less than the amount required to pay its probable liability on its existing debts as they mature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred debts beyond its ability to pay as they become due. In completing the transactions contemplated by this Agreement, the Buyer Group does not intend to hinder, delay or defraud any present or future creditors of any of the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingEntities.

Financing. Parent has delivered to the Company true, Partnership (a) a correct and complete copiesfully executed copy of each of the bridge term loan credit facility commitment letter and the revolving credit facility commitment letter, dated as of the date hereof, among Parent, Truist Bank, Trust Securities, Inc, Bank of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) America, N.A. and (ii) a fully executed commitment letter (together with BofA Securities, Inc. including all exhibits, schedules, schedules and annexes theretoto such letter in effect as of the date of this Agreement and (b) correct and complete fully executed copies of the fee letter from the financial institutions identified thereinletters referenced therein (together, the “Debt Financing Commitment Letter” and, together with ”) (it being understood that each such fee letter has been redacted to remove the Equity Commitment Lettersfee amounts, the “Financing Commitment Letters”) to provide, on the terms rates and subject only to the conditions expressly stated therein, debt financing amounts included in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive informationeconomic terms that could not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Committed Financing). Pursuant to, and subject to the terms and conditions of, the Debt Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Committed 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 execution and delivery of this Agreement, and the respective commitments contained in the fee letter entered into in connection with the Debt Financing, may Commitment Letter have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has not been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to otherwise modified in any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or respect prior to the Closing Date in connection with the consummation execution and delivery of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such no withdrawal, rescission, amendment, restatement or other Persons party thereto modification in accordance with its terms, any respect is contemplated (except as enforcement may be limited by bankruptcy, insolvency, reorganization contemplated or similar Applicable Laws affecting creditors’ rights generally and by general principles as permitted as of equitythe date hereof in the Debt Commitment Letter). As of the date hereofexecution and delivery of this Agreement, the Financing Debt Commitment Letters are Letter is in full force and effect and assuming constitutes the satisfaction or waiver legal, valid and binding obligation of each of Parent and, to the knowledge of Parent, the other parties thereto, enforceable in accordance with its terms against Parent and, to the knowledge of Parent, each of the other parties thereto, subject to the Equitable Exceptions. There are no conditions precedent related to the funding of the full amount of the Committed Financing pursuant to the Debt Commitment Letter, other than as expressly set forth in Section 7.01 the Debt Commitment Letter. Subject to the terms and Section 7.02 on conditions of the Closing DateDebt Commitment Letter, Parent has the net proceeds contemplated from the Committed Financing will be in an amount sufficient to pay the Payoff Amounts, all amounts required in connection with the Redemptions and to pay the expenses reasonably expected to be incurred in connection with this Agreement and the other transactions contemplated hereby (such amount, the “Required Amount”). As of the execution and delivery of this Agreement, (i) no reason to believe that any event has occurred which, which would constitute a breach or default (or an event which with notice or without notice, lapse of time or both, both would or would reasonably be expected to constitute a default default) or breach result in a failure to satisfy a condition precedent, in each case, on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties theretoparty to the Debt Commitment Letter, under any of the Financing Debt Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 Letter and Section 7.02 on the Closing Date, as of the date hereof, (ii) Parent does not have any reason to believe that any of the full amount under conditions to the Committed Financing Commitment Letters will not be satisfied or that the Committed Financing will not be available to Parent or Merger Sub on the Closing Date. As of Parent or its Subsidiaries have fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date hereof, of this Agreement in connection with the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereinCommitted Financing. As of the date hereof, there are no side letters or other agreements, contracts or arrangements or understandings to which Parent or any Equity Investor of its Affiliates is a party that would reasonably be expected to adversely affect the availability or amount of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereofCommitted Financing. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. The obligations of Parent and Merger Xxxxxx Sub acknowledge and agree that their obligation hereunder are not subject to consummate any condition regarding Parent’s or any other Person’s ability to obtain financing for the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingother transactions contemplated by this Agreement.

Financing. (a) TopCo Parent has delivered to the Company a true, complete and correct copy of a fully executed senior debt facility amendment agreement, together with any related fee letters (in the case of the fee letters, redacted only for provisions related to fee amounts and complete copiesother 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 the date hereof, of by and between the Financing Sources party thereto and TopCo Parent providing for debt financing as described therein (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with together, including all exhibits, schedulesschedules and annexes, and annexes thereto) and fee letter from the financial institutions identified thereinas may be amended, restated, supplemented or replaced, in each case, in accordance with Section 7.05, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) ), pursuant to providewhich, on upon the terms and subject only to the conditions expressly stated set forth therein, debt financing in the Debt Financing Sources party thereto have agreed to lend the amounts set forth therein; provided that fee amounts therein on the Closing Date (the “Debt Financing”). (b) TopCo Parent has delivered to the Company a true, complete and pricing termscorrect copy of a fully executed equity placing agreement, including terms dated as of the date hereof, by and among Canaccord Genuity Limited (the “market flexBookrunner”) 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 other commercially sensitive information, in the fee letter entered into in connection together with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms“Financing”). As Members of TopCo Parent’s Board of Directors holding together not less than thirty percent (30%) of TopCo Parent’s outstanding ordinary shares as of the date hereof, none of the Financing Commitment Letters has been withdrawnhave agreed, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, pursuant to the extent related legally binding undertakings to any Person that is not an Affiliate of TopCo Parent, to the knowledge vote all of their respective holdings of TopCo Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded ’s ordinary shares in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment favor of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement Pre-Emptive Rights Waiver. (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(ac) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters (and, as to the Debt Letters, the underlying senior debt facility amended thereby) are in full force and effect and assuming constitute the satisfaction valid, binding and enforceable obligations of TopCo Parent, the Bookrunner and, to the knowledge of TopCo Parent, the other parties thereto, enforceable in accordance with their terms (subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or waiver 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 date hereof, there are no conditions precedent or subsequent related to the funding of the full amount of the Financing contemplated by the Financing Letters, other than the conditions precedent set forth in Section 7.01 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 Section 7.02 on the Closing Daterespective 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 Letters, the underlying senior debt facility amended thereby) and no event has occurred whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on or a failure to satisfy a condition under the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any terms and conditions of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing DateLetters (and, as of to the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereofDebt Letters, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. underlying senior debt facility amended thereby), in each case, by TopCo Parent. (g) As of the date hereof, there are no side letters letters, understandings or other agreements, agreements or arrangements relating to the Financing Letters or understandings the Financing to which Parent TopCo Parent, or any Equity Investor its Affiliates is a party that would reasonably be expected to adversely affect the availability of the Equity Financing, 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 on or that would substantially delay the Closing Dateor would reasonably be expected to adversely affect the Financing contemplated by the Financing Letters in any respect, other than as expressly those set forth in the Equity Commitment Letter provided 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 the Company be paid on or prior to the date hereof. Each Equity Commitment Letter providesTopCo 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, delivery 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 will continue any restricted payment necessary to providehave cash available to pay the Merger Amounts and consummate the Contemplated Transactions), in each case, that is required to satisfy the conditions 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 is a third party beneficiary thereof as set forth therein. and their respective Subsidiaries, to cause Parent and Merger Sub acknowledge and agree that their obligation Sub, as the case may be, to consummate the Offer and the Merger and pay to make all payments required to be made in connection therewith, including the Aggregate payment of the aggregate amount required to be paid for all shares of the Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer, the payment of the aggregate Merger Consideration is not conditioned on Consideration, any payments made in respect of equity compensation obligations to be paid in connection with the availability Contemplated Transactions, the payment of Debt Financingany 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 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 Agreement and all associated costs and expenses of the Offer and the Merger (such amounts, collectively, the “Merger Amounts”).

Financing. Parent has delivered to the Company true, correct and complete copies, as of the date hereofof this Agreement, of (ia) each fully an executed commitment letter (the “Equity Commitment Letter Letter”) from Genstar Capital Partners V, L.P. and Genstar Capital Partners VI, L.P. to provide, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (the financing provided for therein being collectively referred to as the “Equity Financing”) and (iib) a fully an executed debt financing commitment letter from Credit Suisse Securities (USA) LLC (including any other Person that becomes party to such letter after the date hereof, the “Commitment Parties”) and the fee letters associated therewith (the “Fee Letter” and, together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified thereindebt financing commitment letter, the “Debt Financing Commitment Letter” and, together with the Equity Commitment LettersLetter, the “Financing Commitment Letters”) (provided, that provisions in the Fee Letter related solely to fees, economic terms (other than covenants) and “flex” provisions may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Closing)) to provide, on subject to the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of therein (the “market flex” and other commercially sensitive informationDebt Financing”, in the fee letter entered into in connection and, together with the Debt Equity Financing, may have been redacted collectively referred to as the extent, in each case, they are Permissible Redacted Terms“Financing”). As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, amended or modified and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, or modification is contemplated or waiver has occurred, and, pending (other than amendments or modifications to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parentsolely to add lenders, Merger Sub (to the extent Parent or Merger Sub is a party thereto) andlead arrangers, to the knowledge of Parentbookrunners, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or syndication agents and similar Applicable Laws affecting creditors’ rights generally and by general principles of equityentities). As of the date hereof, the Financing respective commitments contained in the Commitment Letters have not been withdrawn, terminated or rescinded in any respect, and no such withdrawal, termination or rescission is contemplated by Parent or Merger Sub or, to the knowledge of Parent, the other parties thereto. There are in full force and effect and assuming no side letters or other Contractual Obligations or arrangements that could affect the satisfaction or waiver availability of the conditions Financing other than as expressly set forth in the Commitment Letters furnished to the Company pursuant to this Section 7.01 and Section 7.02 on 5.11. As of the Closing Datedate hereof, Parent has no reason to believe that any 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 or any of their respective Affiliates or, to the knowledge of Parent, any other Person, in each case under either of the Commitment Letters. The Commitment Letters are not subject to any conditions (including pursuant to any flex provisions in the Fee Letter or otherwise) other than as set forth expressly therein and are in full force and effect and are the legal, valid, binding and enforceable obligations of Parent, Merger Sub and, to the knowledge of Parent, each of the other parties thereto, as the case may be, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). All commitments and other fees required to be paid under the Commitment Letters prior to the date hereof have been paid in full, and as of the date hereof Parent is unaware of any fact or occurrence existing on the date hereof that would reasonably be expected to make any of the assumptions or any of the statements set forth in the Commitment Letters inaccurate or that would reasonably be expected to cause the Commitment Letters to be ineffective. As of the date hereof, assuming the conditions set forth in Sections 7.1 and 7.3 are satisfied at Closing, Parent has no reason to believe that any of the conditions to the Financing Commitment Letterswill not be satisfied or that the full amount of the Financing will not be available in full to Holdings, Parent and Merger Sub on the Closing Date. Assuming the satisfaction of the conditions set forth in Section 7.01 Sections 7.1 and Section 7.02 on 7.3 and the funding of the Debt Financing in accordance with the Debt Commitment Letter, the aggregate proceeds contemplated by the Commitment Letters when funded, together with cash and cash equivalents available to Parent, Merger Sub and the Surviving Corporation, will be sufficient for Merger Sub to pay the aggregate Cash Merger Consideration to be paid at the Closing Dateand any other amounts required to be paid by Holdings, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge at the Closing in connection with the consummation of the transactions contemplated hereby and agree that their obligation to consummate pay all related fees and expenses of Holdings, Parent and Merger Sub required to be paid at the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingClosing in connection therewith.

Financing. (a) Parent has delivered to the Company true, correct and complete copiescopies of the fully executed Commitment Letter by and among Parent, Merger Sub and Xxxxx Fargo Bank, National Association (collectively, with any additional arrangers appointed pursuant to the Commitment Letter, the “Lenders”), dated September 14, 2018 (including the term sheet and all other exhibits, schedules, annexes and amendments thereto as of the date hereof, of (i) each fully executed Equity Commitment Letter (this Agreement and together with the financing provided for therein being collectively fee letter referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Fee Letter” and”, together with collectively, the Equity “Commitment Letters”), pursuant to which, and subject to the terms and conditions thereof, the Lenders have committed to lend the amounts set forth therein to Parent and/or Merger Sub for the purpose of funding the Contemplated Transactions and the related fees and expenses to be incurred by Parent and/or Merger Sub in connection therewith (the “Financing”); provided, however, that solely in the case of the Fee Letter, such Fee Letter may be in a redacted form removing only the fee amounts and economic “market flex” terms that are confidential, which redacted information would not adversely affect the aggregate principal amount of or the availability of the Financing and which may not in any event relate to the termination or conditionality of, or contain any conditions precedent to, the funding of the Financing. (b) The Commitment Letters, in the forms provided to the Company by Parent, and any definitive agreements with respect to the Financing (collectively, the “Financing Commitment LettersAgreements”) to provideare, on the terms in full force and subject only effect and are, legal, valid and binding obligations of Parent and Merger Sub and, to the conditions expressly stated thereinknowledge of Parent and Merger Sub, debt financing the other parties thereto, enforceable in the amounts set forth therein; provided that fee amounts and pricing accordance with their respective terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereofof this Agreement, none of the Financing no Commitment Letters Letter has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated supplemented or modified, no terms thereunder have been waivedin any respect, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatementsupplement or modification is contemplated. (c) As of the date of this Agreement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parentneither Parent nor Merger Sub nor, to the knowledge of Parent, there any other counterparty thereto has committed any breach of any of its covenants or other obligations set forth in, or is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicabledefault under, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent’s knowledge, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred whichor circumstance exists that, with or without notice, lapse of time or both, would or would reasonably be expected (i) to constitute a default or breach on the part of Parent or Merger Sub or, or to the knowledge of Parent, Merger Sub, or any other parties theretothereto under the Commitment Letters, under (ii) constitute or result in a failure to satisfy a condition precedent or other contingency set forth in any of the Commitment Letters or Financing Commitment Letters. Assuming the satisfaction Agreements, or (iii) otherwise result in any portion of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does Financing not have any reason to believe that the full amount under the Financing Commitment Letters will not be being available to Parent or Merger Sub on the Closing Date. As of the date hereofof this Agreement, neither Parent nor Merger Sub has received any notice or other communication from any party to any of the Equity Commitment Letter contains Letters or Financing Agreements with respect to (i) any actual or potential breach or default on the part of Parent, Merger Sub or any other party to any of the Commitment Letter, (ii) any actual or potential failure to satisfy any condition precedent or other contingency set forth in any of the Commitment Letters or (iii) any intention of such party to terminate any of the Commitment Letters or Financing Agreements or to not provide all or any portion of the Financing. Parent and Merger Sub (both before and after giving effect to any “market flex” provisions contained in the Commitment Letters and Financing Agreements): (x) have no reason to believe they will not be able to satisfy on a timely basis each term and condition relating to the closing or funding of the Financing; (y) know of no fact, occurrence, circumstance or condition that would reasonably be expected to (1) cause any of the Commitment Letters or Financing Agreements to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, (2) cause any of the terms or conditions relating to the closing or funding of any portion of the Financing not to be met or complied with, or (3) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Commitment Letters to not be available to Parent and Merger Sub on a timely basis (and in any event as of the Closing); and (z) know of no potential impediment to the funding of any of the payment obligations of Parent or Merger Sub under this Agreement. (d) Parent and/or Merger Sub have fully paid any and all commitment fees or other fees or deposits required by the Commitment Letters to be paid on or before the date of this Agreement, and Parent or Merger Sub will pay when due all other commitment or other fees arising under the Commitment Letters as and when they become due and payable. The aggregate proceeds from the Financing, together with unrestricted cash and cash equivalents held by Staples as of the date of this Agreement and as of the Closing Date and proceeds available to be borrowed as of the date of this Agreement and as of the Closing Date without consent or approval of the lenders under Staples’s existing asset-based lending credit facility (the sources being made available by Staples being referred to herein as, “Staples Available Financing Sources”), in each case, which will be made available (without restriction) to Parent and/or Merger Sub, together constitute all of the financing required for the consummation of Contemplated Transactions and are sufficient in amount to provide Parent with the funds necessary to consummate the Contemplated Transactions and to satisfy its obligations under this Agreement, including to pay the aggregate Offer Price and the aggregate Merger Consideration, and any other amounts incurred or otherwise payable by Parent, Merger Sub or the Company in connection with the Offer, the Merger and the other Contemplated Transactions, including payment of all fees, costs and expenses related to the Contemplated Transactions and the Financing. (e) There are no, and there will not be any, conditions precedent and or other conditions contingencies related to the obligations funding of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, including any condition or other contingency relating to the availability of any “market flex” provisions, other than as expressly set forth in the Equity Commitment Letter provided Letters as in effect on the date hereof (the “Disclosed Conditions”). Other than the Disclosed Conditions, no Financing Source or other Person has any right to impose, and none of the Parent, Merger Sub, the Company or any Subsidiary obligor have any obligation to accept, any condition precedent to any funding of the Financing nor any reduction to the Company on aggregate amount available under the Commitment Letters (nor any term or prior condition which would have the effect of reducing the aggregate amount available under the Financing). There are no side letters and (except for the Commitment Letters and the Financing Agreements) there are no contracts with any Lender, Financing Source or other Person relating to the date hereof. Each Equity Financing or the Commitment Letter providesLetters that would (1) affect the availability of the Financing, (2) add any term or condition that would have the effect of reducing the aggregate amount available under the Financing, (3) add any term or condition that would make the closing of the Financing reasonably less likely to occur or (4) add any term or condition that would delay the occurrence of the Closing. (f) None of (i) the execution, delivery or performance of the Financing, (ii) the borrowing of money nor granting of Liens under the Financing, or (iii) any action (including any internal reorganization, designation of Subsidiaries as “unrestricted subsidiaries”, any investment in any Subsidiary or unrestricted Subsidiary and will continue any restricted payment necessary to providehave cash available to pay the Merger Consideration and consummate the Contemplated Transactions), in each case, that is required to satisfy the Company conditions precedent under the Commitment Letters or the Financing Agreements 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 Parent or any Subsidiary of Parent is a third party beneficiary thereof as set forth therein. Parent or by which any of their respective properties or assets is bound. (g) Parent, Staples and Merger Sub acknowledge and agree that their obligation obligations hereunder are not subject to consummate any conditions regarding Parent’s, Merger Sub’s or any other Person’s ability to obtain financing for the consummation of the Offer, the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing.other

Financing. Parent has delivered to the Company true, complete (other than as may be redacted as expressly permitted by this Section 4.4) and correct and complete copiescopies of (a) the executed commitment letter, dated as of the date hereof, of hereof (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with including all exhibits, schedules, schedules and annexes thereto) , and the executed fee letter from the financial institutions identified thereinassociated therewith redacted in a manner as described below, collectively, the “Debt Financing Commitments”), between Merger Sub and the Debt Financing Sources, pursuant to which the Debt Financing Sources have committed, subject to the terms and conditions set forth therein, to lend the aggregate amounts set forth therein (the “Debt Financing”) for the purpose of funding a portion of the Financing Uses and (b) the Equity Commitment LetterLetters (the “Equity Financing Commitments”, and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which each Guarantor 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 Equity Commitment LettersDebt Financing, the “Financing Commitment LettersFinancing”) to provide, on for the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms purposes of funding a portion of the “market flex” and other commercially sensitive informationFinancing Uses. The Equity Financing Commitments each provide that the Company is a third-party beneficiary thereof. (i) None of the Financing Commitments has been amended, in the fee letter entered into in connection with the Debt Financing, may have been redacted supplemented or modified prior to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and (ii) no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, supplement or modification is contemplated or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated pending by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any 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 Knowledge of Parent and Merger Sub, by any other party thereto, (iii) the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect and (iv) to the Knowledge of Parent, no such withdrawal, termination or rescission is contemplated. Except for the fee letter (a complete copy of which has been provided to the Company, redacted with respect to fee amounts, “market flex” provisions, any other parties theretoeconomic terms and any other information customarily redacted, under any so long as such redaction does not cover terms that could be expected to affect the conditionality, amount, availability, enforceability or termination of the Financing Commitment Letters. Assuming Debt Financing) with respect to the satisfaction Debt Financing, there are no side letters or Contracts that could reasonably be expected to affect the conditionality, amount, availability, enforceability or termination of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Financing. Parent or Merger Sub Sub, as applicable, has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are required to be paid on or prior to the date hereof and Parent or Merger Sub, as applicable, will, directly or indirectly, continue to pay in full any such amounts required to be paid as and when they become due and payable on or prior to the Closing Date. As of the date hereof, the Equity Commitment Letter contains Financing Commitments are in full force and effect and are the legal, valid, binding and enforceable obligations of Parent and/or Merger Sub, as the case may be, and, to the Knowledge of Parent, each of the other parties thereto, subject to the Enforceability Exceptions. The Financing Commitments contain all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As To the Knowledge of Parent and Merger Sub, as of the date hereof, there are no side letters event has occurred which, with or other agreementswithout notice, arrangements lapse of time or understandings both, would reasonably be expected to which (i) constitute a default or material breach on the part of Parent or Merger Sub or any Equity Investor is a other party that would adversely affect the availability thereto under any of the Equity Financing Commitments, (ii) constitute a failure to satisfy a condition precedent as a result of actions taken or expected to be taken by Parent or Merger Sub or any other party under the Financing Commitments or (iii) result in any portion of the Financing Commitments to be provided, funded or invested in accordance with the Financing Commitments being unavailable on the Closing Date as a result of actions taken or expected to be taken by Parent or Merger Sub or any other party under the Financing Commitments. Assuming satisfaction of the conditions precedent set forth in Section 2.2(a) and Section 2.2(b), as of the date hereof (i) Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the full amount of the Financing necessary to fund the Financing Uses will not be made available to Parent or Merger Sub, as applicable, in full, in each case, on the Closing Date, other than as expressly (ii) Parent has no Knowledge that any Guarantor will not perform its obligations thereunder and (iii) Parent is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions to the Financing necessary to fund the Financing Uses not to be satisfied or the full amount of the Financing not to be made available to Parent or Merger Sub in full on the Closing Date. Assuming the Financing is funded and/or invested in accordance with the Financing Commitments and the accuracy of the representations and warranties of the Company set forth in Article III, the Equity Commitment Letter provided to Financing, will in the aggregate, and together with the available cash on hand at the Company on or prior at Closing, be sufficient to (i) pay the date hereof. Each Equity Commitment Letter providesaggregate Merger Consideration and the other payments pursuant to Article II, (ii) pay any and will continue all fees and expenses required to providebe paid by Parent, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Surviving Corporation in connection with the Merger and pay the Aggregate Financing, (iii) satisfy all of the other payment obligations of Parent, Merger Consideration is not conditioned on Sub and the Surviving Corporation contemplated hereunder required to be paid in connection with the Closing (clauses (i) through (iii), the “Financing Uses”). In no event shall the receipt or availability of Debt Financingany funds or financing by or to Parent or any of its Affiliates or any other financing transaction be a condition to the Closing hereunder.

Financing. (a) Parent has delivered to the Company true, correct true and complete copiescopies of (i) the executed commitment letter, dated as of the date hereof, by and among Parent and the financial institutions party thereto including all exhibits, schedules and annexes to such letter in effect as of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) execution and delivery of this Agreement and (ii) a fully the executed commitment letter fee letters related thereto (together with all exhibitstogether, schedulesthe “Debt Commitment Letter,” and, and annexes thereto) and fee letter from subject to the financial institutions identified last sentence of Section 7.13(c), the provision of funds as set forth therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment LettersFinancing”) (it being understood that such fee letters have been redacted to remove fees, the “Financing Commitment Letters”) to provide, on the terms rates and subject only to the conditions expressly stated therein, debt financing amounts in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex,” if any, and other commercially sensitive informationeconomic terms that would not adversely affect the amount, in conditionality, availability or termination of the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms). As of the date hereofexecution and delivery of this Agreement, none other than the Debt Commitment Letter, there are no side letters or other written agreements, contracts or arrangements that impose conditions or other contingencies related to the funding of the Financing full amount of the Financing. As of the execution and delivery of this Agreement, there are no conditions or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Debt Commitment Letters Letter. The commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect prior to the date of this Agreement. As of the execution and delivery of this Agreement, the Debt Commitment Letter represents (A) a valid, binding and enforceable obligation of Parent and (B) to the Knowledge of Parent, a valid, binding and enforceable obligation of each other party thereto, in the case of each of clauses (A) and (B), except as may be limited by the Enforceability Limitations. As of the execution and delivery of this Agreement, (1) the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, or compliance with any of the terms waived and (2) no commitment under the Debt Commitment Letter has been withdrawn, terminated, repudiated, rescinded, amended, amended terminated or rescinded in any respect. Parent or the Parent Subsidiaries have fully paid (or caused to be paid) any and restated or modified, no terms thereunder have been waived, all commitment fees and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person other amounts that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts are required to be paid in connection with pursuant to the Merger and the other transactions contemplated hereby, including payment terms of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub Debt Commitment Letter on or prior to the Closing Date in connection with execution and delivery of this Agreement, and will fully pay (or cause to be paid) any such amounts due at or before the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equityEffective Time. As of the date hereofexecution and delivery of this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred occurred, which, with or without notice, lapse of time or both, would or would reasonably be expected to (x) constitute a breach or default or breach on the part of Parent or Merger Sub or, to the knowledge Knowledge of Parent, any other parties party to the Debt Commitment Letter, (y) to the Knowledge of Parent, provide a basis for termination of the Debt Commitment Letter by any other party thereto, under or (z) result in a failure of any condition to the funding of the full amount of the Financing Commitment Lettersor otherwise result in any portion of the Financing being unavailable at the Effective Time. Assuming the satisfaction of the conditions set forth in Section 7.01 8.1 and Section 7.02 on 8.2, Parent has no reason to believe that any of the Closing Dateconditions to funding set forth in the Debt Commitment Letter will not be satisfied, nor does Parent have knowledge, as of the date hereofexecution and delivery of this Agreement, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing made available to Parent on the Closing Date in accordance with the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect Debt Commitment Letter. (b) Assuming the availability accuracy of the Equity Financing on the Closing Date, other than as expressly representations and warranties set forth in Article IV and the Equity Commitment Letter provided to Company’s compliance with its obligations in this Agreement, the proceeds of the Financing, if funded, together with any available cash of Parent, the Company on or prior to the date hereof. Each Equity Commitment Letter providesand their respective Subsidiaries, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. shall constitute sufficient funds for Parent and Merger Sub acknowledge and agree that their obligation to consummate (i) make all cash payments contemplated to be made by them under this Agreement at the Closing in connection with the Merger (including the repayment or prepayment of the obligations under the Company Credit Agreement in an amount up to the obligations (other than obligations which, by the terms of the Company Credit Agreement (and any related loan documents), survive termination thereof) outstanding thereunder as of the date hereof plus any additional amounts permitted to be incurred thereunder after the date hereof in accordance with the terms of this Agreement) and (ii) pay the Aggregate Merger Consideration is not conditioned all related fees and expenses required to be paid by them on the availability of Debt FinancingClosing Date (the “Financing Amounts”).

Financing. Parent Buyer has delivered to the Company Seller a true, complete and correct copy of the executed commitment letter, dated as of October 28, 2012 among Xxxxxx Xxxxxxx Senior Funding, Inc., UBS Loan Finance LLC, UBS Securities LLC, Credit Suisse AG, Credit Suisse Securities (USA) LLC, and complete copiesKeyBank National Association (such commitment letter, including all exhibits, schedules, annexes and amendments thereto, collectively, the “Debt Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, Xxxxxx Xxxxxxx Senior Funding, Inc., UBS Loan Finance LLC, UBS Securities LLC, Credit Suisse AG, Credit Suisse Securities (USA) LLC, and KeyBank National Association have agreed to lend the amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the Debt Financing Commitments has been amended or modified prior to the date of this Agreement, and, as of the date hereof, of (ia) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as respective commitments contained in the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may Commitments have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has not been withdrawn, terminated, repudiated, rescindedmodified, amended, amended terminated or rescinded in any respect and restated or modified, no terms thereunder have been waived, and (b) no such withdrawal, termination, repudiation, rescission, amendment, amendment or modification is contemplated (other than amendments and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited modifications permitted under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”Section 6.5), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any 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 Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements or understandings to which Parent Buyer or any Equity Investor of its Affiliates is a party that would adversely could affect the availability of the Equity Debt Financing on the Closing Date. As of the date hereof, the Debt Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Buyer and, to the knowledge of Buyer, the other parties thereto. 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 expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingFinancing Commitments.

Financing. Parent ICE has delivered to the Company true, correct NYSE Euronext a true and complete copiesfully executed copy of the commitment letter, dated as of the date hereofApril 19, 2011 among ICE and Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC, Bank of (i) each fully executed Equity Commitment Letter America, N.A., and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the financing provided for therein being collectively referred to as the “Equity FinancingICE Financing Sources”) and (ii) a fully executed commitment letter (together with ), including all exhibits, schedules, annexes and annexes thereto) and fee amendments to such letter from in effect as of the financial institutions identified therein, date of this Agreement (the “Debt Financing ICE Commitment Letter” and”, together with the Equity NASDAQ OMX Commitment LettersLetter, the “Financing Commitment Letters”) and the provision of such funds as set forth in the ICE Commitment Letter, the “ICE Financing”, together with the NASDAQ OMX Financing, the “Financing”), pursuant to provide, on which and subject to the terms and subject only conditions thereof each of ICE Financing Sources have severally agreed to the conditions expressly stated therein, debt financing in lend the amounts set forth therein; provided that fee amounts and pricing terms, including terms of for the “market flex” and other commercially sensitive information, purposes set forth in the fee letter entered into in connection with the Debt FinancingICE Commitment Letter. The ICE Commitment Letter has not been amended, may have been redacted restated or otherwise modified or waived prior to the extentdate of this Agreement, and the respective commitments contained in each casethe ICE Commitment Letter have not been withdrawn, they are Permissible Redacted Termsmodified or rescinded in any respect prior to the date of this Agreement. As of the date hereofof this Agreement, none the ICE Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of the Financing Commitment Letters has been withdrawnICE, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, as applicable and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of ParentICE, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except the ICE Financing Sources. Subject to the extent any such amendment is not prohibited under this Agreement. Assuming terms and conditions of the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing ICE Commitment Letter, as applicableassuming the accuracy of NYSE Euronext’s representations and warranties contained in Section 3.1(b) and assuming compliance by NYSE Euronext in all material respects with its covenants contained in Article IV, the net proceeds contemplated by from the Equity Commitment LettersICE Financing, together with other financial resources of ICE, including cash on hand and marketable securities of ICE on the net proceeds contemplated by the Debt Financing Commitment LetterClosing Date, will will, in the aggregate, be sufficient for Parentthe satisfaction of all of the obligations of ICE under this Agreement, Merger Sub and including the Surviving Corporation to pay the payment of any amounts required to be paid pursuant to Article II and of all fees and expenses reasonably expected to be incurred in connection with the Merger and the other transactions contemplated hereby, including payment herewith. As of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing date of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent (i) (assuming the accuracy of NYSE Euronext’s representations and warranties contained in Section 3.1(g)) no event has occurred that (with or Merger Sub without notice or lapse of time or both) would constitute a breach or default, in each case, on or prior the part of ICE under the ICE Commitment Letter or, to the Closing Date in connection with the consummation knowledge of ICE, any of the transactions contemplated by this Agreement ICE Financing Sources, and (the “Required Amount”), assuming ii) subject to the satisfaction of the conditions set forth contained in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent5.1, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent ICE has no reason to believe that any 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, conditions to the knowledge of Parent, ICE Financing will not be satisfied or that the ICE Financing or any other parties thereto, under any of the Financing Commitment Letters. Assuming funds necessary for the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as all of the date hereof, Parent does not have any reason obligations of ICE under this Agreement and of all fees and expenses reasonably expected to believe that the full amount under the Financing Commitment Letters be incurred in connection herewith will not be available to Parent or Merger Sub ICE on the Closing Date. As of the date hereof, the Equity Commitment Letter contains ICE has fully paid all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters commitment fees or other agreementsfees required, arrangements or understandings as applicable, to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or be paid prior to the date hereof. Each Equity of this Agreement pursuant to the ICE Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingLetter.

Financing. (a) As of the date of this Agreement, Parent has delivered to the Company a true, complete and correct and complete copiescopy of a fully executed debt commitment letter, dated as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter this Agreement (together with all exhibits, schedules, annexes and annexes joinders thereto) and fee letter , as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with the financial institutions identified thereinterms of this Agreement, the “Debt Commitment Letter”) and fully executed fee letters (together with all exhibits, schedules, annexes and joinders thereto, as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with the terms of this Agreement, the “Fee Letters”) relating thereto (except that the fee amounts, pricing caps and other economic terms in the Fee Letters may be redacted so long as no such redaction covers terms that would adversely affect the amount, conditionality, or availability of the Debt Financing) (such Debt Commitment Letter and Fee Letters are referred to collectively herein as the “Debt Financing Commitment”), among Parent, JPMorgan Chase Bank, N.A. and JPM Securities LLC (together with JPMorgan Chase Bank, N.A., the “Debt Commitment Parties”), pursuant to which the Debt Commitment Parties have agreed, subject to the terms and conditions of the Debt Financing Commitment, to provide or cause to be provided, on a several and not joint basis, the financing commitments described therein. The debt financing contemplated under the Debt Financing Commitment Letter” andis referred to herein as the “Debt Financing.” (b) As of the date of this Agreement, Parent has delivered to the Company a true, complete and correct copy of a fully executed Investment Agreement, dated as of the date of this Agreement, by and between BCPE Xxxxxx (DE) SPV, LP (the “Investor”, and together with the Equity Debt Commitment LettersParties, the “Commitment Parties”) and the Company (the “Investment Agreement” and together with the Debt Financing Commitment, the “Financing Commitment LettersCommitments”) pursuant to providethe Investor has agreed to purchase from Parent, on and Parent has agreed to issue to the Investor, shares of Parent Preferred Stock (the “Equity Commitment Share Issuance”) for an amount of cash to be paid by the Investor to Parent (the “Equity Financing”) subject to the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts . The Equity Financing and pricing terms, including terms of Debt Financing are collectively referred to as the “market flex” and other commercially sensitive informationFinancing.” (c) The Financing Commitments are, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As as of the date hereof, none in full force and effect. The Financing Commitments are the legal, valid, binding and enforceable obligation of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such the other Persons party parties thereto in accordance with its terms, (except as to the extent enforcement may be limited by bankruptcythe Remedies Exceptions). The Financing Commitments have not been or will not be amended, insolvencymodified, reorganization supplemented, extended or similar Applicable Laws affecting creditors’ rights generally and by general principles of equityreplaced, except as permitted under Section 5.17(f). As of the date hereof, (i) neither Parent nor, to the knowledge of Parent, any other counterparty to the Financing Commitment Letters are Commitments is in full force breach of any of its covenants or other obligations set forth in, or is in default under, the Financing Commitments and effect and (ii) assuming the accuracy of the representations and warranties in Article III (to the extent that a breach of such representation or warranty would adversely affect the satisfaction or waiver by Parent of the conditions set forth in Section 7.01 and Section 7.02 on the Closing DateFinancing Commitments), Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute or result in a breach or default or breach on the part of Parent or Merger Sub (or, to the knowledge of Parent, any of the Commitment Parties) under the Financing Commitments, (B) constitute or result in a failure to satisfy a condition or other parties theretocontingency set forth in the Financing Commitments, under or (C) otherwise result in any portion of the Financing Commitment Lettersnot being available on the Closing Date. As of the date hereof, Parent has not received any notice or other communication from any party to the Financing Commitments with respect to (i) any actual or potential breach or default on the part of Parent or any other party to the Financing Commitments or (ii) any intention of such party to terminate the Financing Commitments or to not provide all or any portion of the Financing. Assuming the satisfaction of the conditions set forth in Section 7.01 6.1 and Section 7.02 on 6.3 hereof and assuming the Closing Dateaccuracy of the representations and warranties in Article III (to the extent that a breach of such representation or warranty would adversely affect the satisfaction by Parent of the conditions set forth in the Financing Commitments), as of the date hereof, Parent does not and Merger Sub: (i) have any no reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Financing Commitment) that they will be unable to satisfy on a timely basis each term and condition relating to the closing or funding of the Financing and (ii) know of no fact, occurrence, circumstance or condition that would reasonably be expected to (A) cause the Financing Commitments to be terminated, withdrawn, modified, repudiated or rescinded or to be or become unenforceable (except to the extent enforcement may be limited by the Remedies Exceptions) or (B) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Financing Commitment Letters will Commitments to not be available to Parent or and Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the there are no conditions precedent and or other conditions contingencies related to the obligations funding of the parties thereunder to make the full amount of the Equity Financing available to Parent on other than as expressly set forth in the terms thereinFinancing Commitments. As of the date hereof, there There are no side letters or other agreements, arrangements contracts or understandings arrangements, whether written or oral, related to which Parent or any Equity Investor is a party that would adversely affect the availability funding of the Equity full amount of the Financing on the Closing Date, other than as expressly set forth in or expressly contemplated by the Equity Commitment Letter provided Financing Commitments. All commitment fees or other fees or deposits required to be paid under the Company Financing Commitments on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingthis Agreement have been paid in full.

Financing. The Parent has delivered to the Company a true, correct complete and complete copiesfully executed copy of a commitment letter, dated as of the date hereof, of hereof (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with including all related exhibits, schedules, annexes, supplements and annexes term sheets thereto) , and including any related fee letter as described below (provided that the fee amounts, “market flex,” pricing terms, pricing caps and other commercially sensitive terms in any such fee letter may be redacted), as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time after the financial institutions identified thereindate hereof in compliance with Section 4.12, the “Debt Financing Commitment Letter” and”), together from the Financing Parties party thereto confirming their respective commitments to provide the Parent with the Equity Commitment Lettersdebt financing, the “Financing Commitment Letters”) subject to provide, on the terms and subject only to the conditions expressly stated thereinthereof, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the transactions contemplated hereby in the amount set forth therein (the “Financing”). The Debt Financing, may have been redacted to the extent, Commitment Letter is in each case, they are Permissible Redacted Terms. As full force and effect and is a valid and binding obligation of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, Parent and, to the extent related to any Person that is not an Affiliate Knowledge of the Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated herebyparties thereto, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge Knowledge of the Parent, such the other Persons party parties thereto in accordance with its terms, except as enforcement may be limited by terms (subject to applicable bankruptcy, insolvency, reorganization or similar Applicable Laws fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and by general principles of equity). As of the date hereof, the Financing Debt Commitment Letters are Letter has not been amended or modified, the respective commitments contained in full force the Debt Commitment Letter have not been withdrawn, rescinded or otherwise modified, and effect and assuming the satisfaction no such amendment, modification, withdrawal or waiver rescission of the conditions set forth Debt Commitment Letter is currently contemplated or the subject of current discussions (other than (x) amendments to add additional lenders, arrangers and agents or reallocate commitments or assign or reassign titles or roles to, or between or among, any entities party thereto or (y) reductions in Section 7.01 and Section 7.02 on the Closing Datecommitments as contemplated by the Debt Commitment Letter in accordance with the terms thereof). As of the date hereof, Parent has no reason to believe that any 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 the Parent or Merger Sub any of its Affiliates or, to the knowledge Knowledge of the Parent, any other parties theretoPerson, under any of the Financing Debt Commitment LettersLetter. Assuming All fees (if any) required to be paid under the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 Debt Commitment Letter on the Closing Date, as of or prior to the date hereof, Parent does not hereof have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Datebeen paid in full. As of the date hereof, the Equity Commitment Letter contains all of the There are no conditions precedent and other conditions directly or indirectly related to the obligations funding of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Debt Commitment Letter Letter. Other than the Debt Commitment Letter, there are no other contracts, arrangements or understandings entered into by the Parent or any Affiliate thereof related to the funding or investing, as applicable, of the 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 on Company, with only the fee amounts, “market flex,” pricing terms, pricing caps and other commercially sensitive terms redacted; provided that the Parent represents and warrants that the market flex provisions in such fee letter do not permit the imposition of any new conditions (or the modification or expansion of any existing conditions) or (ii) customary engagement letters or non-disclosure agreements which do not impact the conditionality or amount of the Financing). As of the date hereof, assuming the satisfaction of the conditions to the Parent’s obligation to complete the Arrangement, the Parent has no reason to believe that any of the conditions to the Financing will not be satisfied or that the full amount of the Financing will not be available to the Parent at the Effective Time. Assuming the Financing is funded at or immediately prior to the date hereof. Each Equity Effective Time in accordance with the Debt Commitment Letter providesand the Arrangement is completed in accordance with the terms of this Agreement following satisfaction of the conditions precedent thereto, the aggregate proceeds of the Financing (after giving effect to any market flex provisions), together with any cash on hand, available lines of credit and other sources of immediately available funds, will continue be in an amount sufficient to provide, enable the Parent to make the cash portion of the payment of the aggregate Consideration payable by the Purchaser pursuant to the Plan of Arrangement and any other amounts to be paid by the Parent or the Purchaser hereunder or under the Debt Commitment Letter. The Parent acknowledges and agrees that the Company is availability of funds (including the Financing) will not be a third party beneficiary thereof as set forth therein. condition to the obligation of the Parent and Merger Sub acknowledge and agree that their obligation or the Purchaser to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingtransactions contemplated hereby.

Financing. Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of (ia) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 9.02(a), Section 9.02(b) and Section 7.02 on the Closing Date9.02(c), Parent has no reason available to believe that any event has occurred whichit, with or without notice, lapse of time or both, would or would reasonably be expected will have available to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, it as of the date hereofthe Closing is required to occur pursuant to Section 2.01, immediately available funds to enable it to consummate the Merger pursuant to the terms of this Agreement, including to pay all Cash Consideration for all of the shares of Company Stock on a fully-diluted basis, to make all payments in respect of the Company Stock Options, Company Restricted Shares, Company Performance Shares and Company Restricted Stock Units to pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives, and to make all other payments required by this Agreement and the Financing. (b) Parent does has delivered to the Company true and complete copies of fully executed commitment letters, dated on the date of this Amended and Restated Merger Agreement (including the exhibits and annexes thereto, the “Debt Commitment Letters”), from the lenders party thereto (the “Lenders”) confirming their respective commitments to provide Parent with debt financing in connection with the transactions contemplated hereby (the “Financing”) (for the avoidance of doubt, it being acknowledged and agreed that Parent may amend the Debt Commitment Letters to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not have executed any reason to believe Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement; provided that no such addition shall relieve the full amount original Lenders of their obligations under the Financing Debt Commitment Letters will not be available prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters with respect to the “Additional Initial Lenders” (as defined thereunder)). (c) Parent has delivered to the Company on or prior to the date of this Amended and Restated Merger Sub on Agreement true, correct and complete copies of any fee letters executed in connection with the Closing DateDebt Commitment Letters (the “Fee Letters”) which have been redacted in a manner required by the terms thereof. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent this Amended and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereofRestated Merger Agreement, there are no side letters or other agreements, contracts or arrangements or understandings related to which Parent or any Equity Investor is a party that would adversely affect the availability funding of the Equity Financing on the Closing DateFinancing, other than as expressly set forth in the Equity Debt Commitment Letter provided Letters and the Fee Letters and delivered to the Company on or prior to the date hereofof this Amended and Restated Merger Agreement, that could adversely affect the availability of the full amount of the Financing. (d) Each of the Debt Commitment Letters is in full force and effect and is a valid and binding obligation of Parent and the other parties thereto, except (i) to the extent that enforceability may be limited by the Bankruptcy and Equity Exception and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. Each Equity As of the date of this Amended and Restated Merger Agreement, none of the Debt Commitment Letter providesLetters have been amended or modified (other than such amendments or modifications attached thereto that have been provided to the Company) in any respect, and will continue the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in a manner that would adversely affect or delay in any respect the availability of the full amount of the Financing at the Closing. As of the date of this Amended and Restated Merger Agreement, 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), or the failure of any condition on the part of Parent under the Debt Commitment Letters or on the part of the Lenders that would adversely affect or delay in any respect the availability of the full amount of the Financing at the Closing. There are no conditions precedent to providethe funding of the full amount of the Financing other than the conditions precedent set forth in the Debt Commitment Letters. Assuming the satisfaction or waiver of the conditions set forth in Section 9.02(a), Section 9.02(b) and Section 9.02(c), Parent has no reason to believe that the Company is a third party beneficiary thereof as Financing will not be available on the Closing Date. Assuming the satisfaction or waiver of the conditions set forth thereinin Section 9.02(a), Section 9.02(b) and Section 9.02(c) and subject to the terms of the Debt Commitment Letters, the aggregate proceeds of the Financing are in an amount sufficient to consummate the Merger upon the terms contemplated by this Agreement (including to pay the Cash Consideration for all of the shares of Company Stock on a fully diluted basis and to make all payments in respect of the Company Stock Options, Company Restricted Shares, Company Performance Shares and Company Restricted Stock Units), to make any repayment or refinancing of debt contemplated in this Agreement or the Debt Commitment Letters, and to pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives pursuant to this Agreement and the Financing. Parent (or an Affiliate thereof) has fully paid or caused to be paid any and all commitment fees or other fees required by the Debt Commitment Letters to be paid to the extent the same are due and payable on or before the date of this Amended and Restated Merger Agreement. (e) Parent acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, the consummation of the Financing shall not be a condition to the obligation of Parent and Merger Sub acknowledge and agree that their obligation Subsidiary to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingother transactions contemplated hereby.

Financing. Parent has delivered to the Company a true, correct complete, accurate and complete copiesfully executed copy of a debt commitment letter, dated as of the date hereof, among the Debt Financing Sources party thereto and Merger Sub and the related fee letter, redacted in a customary manner solely with respect to the fees, pricing caps, and certain economic terms (including customary market flex terms), which redacted information does not adversely affect the amount, availability, or conditionality of (i) the funding of the Debt Financing, in each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with case, including all exhibits, schedules, annexes and annexes thereto) amendments to such letters in effect as of the date hereof, pursuant to which and fee letter from subject to the financial institutions identified terms and conditions thereof, the Debt Financing Sources have committed to lend the amounts set forth therein to Merger Sub (the provision of such funds as set forth therein, the “Debt Financing Commitment Letter” and, together with Financing”) for the Equity Commitment Letterspurposes set forth therein (such debt commitment letter, the “Financing Debt Commitment LettersLetter”) to provide). The Debt Commitment Letter has not been amended, on the terms and subject only restated or otherwise modified or waived prior to the conditions expressly stated thereinexecution and delivery of this Agreement, debt financing and the commitments contained in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may Commitment Letter have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has not been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to otherwise modified in any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or respect prior to the Closing Date in connection with the consummation execution and delivery of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, no such withdrawal, rescission, amendment, restatement, modification or waiver is contemplated (other Persons party thereto than any such amendment, modification, or restatement to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who have not executed the Debt Commitment Letter as of the date hereof). As of the date of this Agreement, the Debt Commitment Letter is in accordance with its termsfull force and effect and constitutes the legal, except as enforcement may be limited by valid and binding obligation of Merger Sub and, to the knowledge of Parent, each of the other parties thereto, subject, in each case, to applicable bankruptcy, insolvency, reorganization or similar Applicable Laws fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and by general principles of equity. There are no conditions precedent or contingencies directly or indirectly related to the funding of the Debt Financing pursuant to the Debt Commitment Letter except as expressly set forth therein. At the Closing, after taking into account the Debt Financing, cash on hand, available lines of credit and other sources of immediately available funds available to Parent, Parent and Merger Sub will have funds in an amount sufficient to pay all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the aggregate Offer Price and Merger Consideration, the payment of any amounts outstanding under the Company’s Existing Credit Agreement, all cash amounts to be paid with respect to the outstanding Company Equity Awards pursuant to Section 3.08 and all fees and expenses expected to be incurred in connection therewith (such amount, the “Required Amount”). As of the date hereofof this Agreement, to the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver knowledge of the conditions set forth in Section 7.01 and Section 7.02 on the Closing DateParent, Parent has no reason to believe that any event has occurred whichor circumstance exists that, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a material breach or default or breach on of any provision of the part of Debt Commitment Letter by Parent or Merger Sub or, any other party thereto or otherwise cause any portion of the Debt Financing to be unavailable or (B) otherwise result in the Debt Financing not being available on a timely basis at or prior to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on time that the Closing Date, as is required to occur pursuant to the terms of this Agreement in order to consummate the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Datetransactions contemplated by this Agreement. As of the date hereof, no Debt Financing Source has notified Parent or Merger Sub of its intention to terminate the Equity Debt Commitment Letter contains all of or not provide the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereinDebt Financing. As of the date hereof, of this Agreement there are no side letters or other agreements, Contracts, arrangements or understandings (written or oral) directly or indirectly related to which Parent or any Equity Investor is a party that would adversely affect the availability funding of the Equity Debt Financing on the Closing Date, other than as expressly set forth in the Equity Debt Commitment Letter provided Letter. Parent and Merger Sub have paid in full any and all commitment fees and other fees required to the Company be paid on or prior to the date hereofhereof under the terms of the Debt Commitment Letter. Each Equity Commitment Letter providesAs of the date of this Agreement, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. each of Parent Table of Contents and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration (A) is not conditioned aware of any fact, event or other occurrence that makes any of the representations or warranties of Parent or Merger Sub in the Debt Commitment Letter inaccurate in any material respect and (B) has no reason to believe that any of the conditions precedent to the funding of the Debt Financing will not be satisfied on a timely basis or that the Debt Financing will not be made available on the availability of Debt FinancingClosing Date.

Financing. (a) As of the date of this Agreement, Parent has delivered to the Company a true, complete and correct and complete copiescopy of a fully executed debt commitment letter, dated as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter this Agreement (together with all exhibits, schedules, annexes and annexes joinders thereto) and fee letter , as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with the financial institutions identified thereinterms of this Agreement, the “Debt Financing Commitment Letter” and, ”) and fully executed fee letters (together with all exhibits, schedules, annexes and joinders thereto, as the Equity Commitment Letterssame may be amended, modified, supplemented, extended or replaced from time to time in compliance with the terms of this Agreement, the “Financing Commitment Fee Letters”) relating thereto (except that the fee amounts, pricing caps and other economic terms in the Fee Letters may be redacted so long as no such redaction covers terms that would adversely affect the amount, conditionality, or availability of the Debt Financing) (such Debt Commitment Letter and Fee Letters are referred to providecollectively herein as the “Debt Financing Commitment”), on among Parent, Deutsche Bank Securities Inc. and Deutsche Bank AG New York Branch (together with Deutsche Bank Securities Inc., the “Commitment Parties”), pursuant to which the Commitment Parties have agreed, subject to the terms and subject only conditions of the Debt Financing Commitment, to provide or cause to be provided, on a several and not joint basis, the conditions expressly stated financing commitments described therein, . The debt financing in contemplated under the amounts set forth therein; provided that fee amounts and pricing terms, including terms of Debt Financing Commitment is referred to herein as the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing.” (b) The Debt Financing Commitment is, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As as of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended in full force and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreementeffect. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the The Debt Financing Commitment Letteris the legal, as applicablevalid, the net proceeds contemplated by the Equity Commitment Letters, binding and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment enforceable obligation of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such the other Persons party parties thereto in accordance with its terms, (except as to the extent enforcement may be limited by bankruptcythe Remedies Exceptions). The Debt Financing Commitment has not been or will not be amended, insolvencymodified, reorganization supplemented, extended or similar Applicable Laws affecting creditors’ rights generally and by general principles of equityreplaced, except as permitted under Section 5.17(f). As of the date hereof, (i) neither Parent nor, to the knowledge of Parent, any other counterparty to the Debt Financing Commitment Letters are is in full force breach of any of its covenants or other obligations set forth in, or is in default under, the Debt Financing Commitment and effect and (ii) assuming the accuracy of the representations and warranties in Article III (to the extent that a breach of such representation or warranty would adversely affect the satisfaction or waiver by Parent of the conditions set forth in Section 7.01 and Section 7.02 on the Closing DateDebt Financing Commitment), Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute or result in a breach or default or breach on the part of Parent or Merger Sub (or, to the knowledge of Parent, any other parties thereto, under any of the Commitment Parties) under the Debt Financing Commitment, (B) constitute or result in a failure to satisfy a condition or other contingency set forth in the Debt Financing Commitment, or (C) otherwise result in any portion of the Debt Financing not being available on the Closing Date. As of the date hereof, Parent has not received any notice or other communication from any party to the Debt Financing Commitment Letterswith respect to (i) any actual or potential breach or default on the part of Parent or any other party to the Debt Financing Commitment or (ii) any intention of such party to terminate the Debt Financing Commitment or to not provide all or any portion of the Debt Financing. Assuming the satisfaction of the conditions set forth in Section 7.01 6.1 and Section 7.02 on 6.3 hereof and assuming the Closing Dateaccuracy of the representations and warranties in Article III (to the extent that a breach of such representation or warranty would adversely affect the satisfaction by Parent of the conditions set forth in the Debt Financing Commitment), as of the date hereof, Parent does not and the Merger Subs: (i) have any no reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Financing Commitment) that they will be unable to satisfy on a timely basis each term and condition relating to the closing or funding of the Debt Financing and (ii) know of no fact, occurrence, circumstance or condition that would reasonably be expected to (A) cause the Debt Financing Commitment to be terminated, withdrawn, modified, repudiated or rescinded or to be or become unenforceable (except to the extent enforcement may be limited by the Remedies Exceptions) or (B) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Debt Financing Commitment Letters will to not be available to Parent or and the Merger Sub Subs on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the there are no conditions precedent and or other conditions contingencies related to the obligations funding of the parties thereunder to make the full amount of the Equity Debt Financing available to Parent on other than as expressly set forth in the terms thereinDebt Financing Commitment. As of the date hereof, there There are no side letters or other agreements, arrangements contracts or understandings arrangements, whether written or oral, related to which Parent or any Equity Investor is a party that would adversely affect the availability funding of the Equity full amount of the Debt Financing on the Closing Date, other than as expressly set forth in or expressly contemplated by the Equity Debt Financing Commitment. All commitment fees or other fees or deposits required to be paid under the Debt Financing Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingthis Agreement have been paid in full.

Financing. (a) Parent has delivered to the Company true, correct true and complete copies, as of the date hereof, copies of (i) each a fully executed Equity Commitment Letter commitment letter, dated as of July 29, 2013, between Jefferies Finance LLC and Parent (the financing provided for “Debt Financing Letter”), including the term sheets attached thereto, and a customarily redacted fee letter (including with respect to fees and other economic terms) related to such Debt Financing Letter, pursuant to which the lender set forth therein being collectively referred has agreed to as lend, subject only to the conditions contained therein, the amounts set forth therein (the “Equity Debt Financing”) ), and (ii) a fully executed commitment letter Equity Financing Letter, dated as of July 29, 2013, by and between Xxxxxx X. Xxxxxxxx (together with all exhibits, schedules, and annexes theretothe “Sponsor”) and fee letter from the financial institutions identified therein, Parent (the “Debt Equity Financing Commitment Letter” and, and together with the Equity Commitment LettersDebt Financing Letter, the “Financing Commitment LettersCommitments”) ), pursuant to providewhich the Sponsor has committed to invest, on the terms and subject only to the conditions expressly stated contained therein, debt financing in the amounts amount set forth therein; provided that fee amounts and pricing terms, including terms of therein (the “market flexEquity Financing” and other commercially sensitive information, in the fee letter entered into in connection together with the Debt Financing, may have been redacted to and each for the extent, in each case, they are Permissible Redacted Terms. As purposes of consummating the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid the “Financing”). (b) The Financing Commitments are the only agreements entered into by Parent or Merger Sub on any Affiliate of Parent with respect to the Financing and there are no side letters or other oral or written agreements, arrangements or understandings relating to the Financing Commitments that could adversely affect the availability of the full amount of the Financing. None of the Financing Commitments has been amended or modified prior to the Closing Date in connection with the consummation date of the transactions contemplated by this Agreement (the “Required Amount”)Agreement, assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereofof this Agreement, no such amendment or modification is contemplated and the respective commitments contained in the Financing Commitment Letters are Commitments have not been withdrawn or rescinded in full force and effect and assuming the satisfaction or waiver any respect, and, as of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Datedate of this Agreement, Parent has no reason to believe that any 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 thereunder by Parent, Merger Sub, or breach on (in the part case of Parent or Merger Sub orthe Debt Financing Letter only, to the knowledge Knowledge of Parent, any ) the other parties thereto, under any of the . The Financing Commitment Letters. Assuming the satisfaction of the conditions set forth Commitments are in Section 7.01 full force and Section 7.02 on the Closing Date, effect as of the date hereofof this Agreement and are legal, valid and binding obligations of Parent and (in the case of the Debt Financing Letter only, to the Knowledge of Parent) the other parties thereto (subject to the Bankruptcy and Equity Exception). All commitment fees and other fees required to be paid pursuant to each of the Financing Commitments have been paid in full or shall be duly paid in full when due. 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 Financing Commitments. Upon funding of the Financing contemplated by the Financing Commitments, Parent and Merger Sub shall have (together with any cash available to the Company) on and after the Offer Closing funds sufficient to pay the aggregate Offer Price and Merger Consideration (and any repayment or refinancing of debt or letters of credit required to be repaid or refinanced as a result of the transaction contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, including all related fees and expenses. As of the date of this Agreement, Parent does not have any reason to believe that any of the full amount under conditions to the Financing Commitment Letters will not be satisfied or that the Financing will not be available to Parent or and Merger Sub on Subsidiary at the Closing Date. As as contemplated in the Financing Commitments; provided that Parent is not making any representation regarding the accuracy of the date hereof, the Equity Commitment Letter contains all of the conditions precedent representations and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly warranties set forth in the Equity Commitment Letter provided to Article 5, or compliance by the Company on or prior to the date hereof. Each Equity Commitment Letter provideswith its obligations hereunder. (c) Notwithstanding any other provision of this Agreement, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent Parent’s and Merger Sub acknowledge and agree that their obligation Sub’s obligations under this Agreement, including its obligations to consummate the Offer and the Merger, are not subject to any condition regarding Parent’s, Merger and pay Sub’s, their respective Affiliates’ or any other Person’s ability to obtain financing for the Aggregate Merger Consideration is not conditioned on consummation of the availability of Debt FinancingOffer or the Merger.

Financing. (a) Parent has delivered to the Company true, correct and complete copiesfully executed copies of (i) the commitment letter, dated as of the date hereof, of among Merger Sub, Credit Suisse Securities (iUSA) each fully executed Equity Commitment Letter LLC, Credit Suisse AG, Jefferies Finance LLC, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., HSBC Bank USA, National Association and HSBC Securities (USA) Inc. (the financing provided for therein being collectively referred to as the “Equity FinancingDebt Commitment Letter”) and (ii) a fully executed commitment letter the fee letter, dated as of the date hereof, among Merger Sub, Credit Suisse Securities (USA) LLC, Credit Suisse AG, Jefferies Finance LLC, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., HSBC Bank USA, National Association and HSBC Securities (USA) Inc. (together with the Debt Commitment Letter, the “Debt Letters”), in each case, including all exhibits, schedules, annexes and annexes theretoamendments to such letters in effect as of the date of this Agreement, pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Parent) and fee letter from have severally committed to provide the financial institutions identified thereinamount of debt financing set forth therein to Merger Sub (such debt financing, including the offering of the “Notes” as contemplated by the Debt Commitment Letter, but subject to the provisions of Section 7.5, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment LettersFinancing”) to provide, on for the terms and subject only to the conditions expressly stated therein, debt financing in the amounts purposes set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the such Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. Letters. (b) As of the date hereof, none the Debt Letters are in full force and effect and constitute the legal, valid, enforceable and binding obligations of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, Merger Sub and, to the extent related to any Person that is not an Affiliate Knowledge of Parent, the other parties thereto, subject in each case to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equityEnforceability Exceptions. As of the date hereof, the Debt Letters have not been amended, restated or otherwise modified in any respect (and no amendment, restatement or modification is contemplated, except to add purchasers, lenders or agents) and the commitments contained in the Debt Letters have not been withdrawn, rescinded, modified or terminated in any respect by Parent or, to the Knowledge of Parent, any other party thereto (and, to the Knowledge of Parent, no such withdrawal, rescission, modification or termination is contemplated). There are no conditions precedent or contingencies related to the funding of the full amount of the Debt Financing Commitment pursuant to the Debt Letters, other than as expressly set forth in such letters. As of the date hereof, 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 are in full force and effect and assuming (except for any engagement letters or fee discount letters related to the satisfaction or waiver of Debt Financing). Assuming the conditions set forth in Section 7.01 8.1 and in Section 7.02 on 8.2 are satisfied at Closing and assuming the accuracy of the Company’s representations and warranties in Article III, and subject to the terms and conditions of the Debt Letters, the net proceeds contemplated from the Debt Financing will, in the aggregate at and as of the Closing DateDate along with all other funds available to Parent including the Escrow Account, be sufficient for the satisfaction of all of Parent’s payment obligations under this Agreement, including the payment of the Merger Consideration and all fees and expenses reasonably expected to be incurred in connection therewith or required to be paid by Parent has hereunder. As of the date of this Agreement, assuming the satisfaction of the conditions to the Merger set forth in Section 8.1 and in Section 8.2 and assuming the accuracy of the Company’s representations and warranties in Article III, no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default or breach on the part of Parent or Merger Sub under the Debt Letters or, to the knowledge Knowledge of Parent, any other parties thereto, under any of party to the Financing Commitment Debt Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, assuming the Equity Commitment Letter contains all satisfaction of the conditions precedent to the Merger set forth in Section 8.1 and other in Section 8.2 and assuming the accuracy of the Company’s representations and warranties in Article III, Parent has no reason to believe that any of the conditions to the obligations Debt Financing contained in the Debt Letters, as the case may be, to be satisfied by it will not be satisfied, nor does Parent have Knowledge, as of the parties thereunder to make date of this Agreement, that the full amount of the Equity Debt Financing will not be made available to Parent on the terms therein. As and/or Merger Sub as of the date hereof, there are no side letters or other agreements, arrangements or understandings to time at which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided is required to the Company on or prior occur pursuant to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingSection 2.2.

Financing. Parent has delivered to the Company true, complete and correct copies of: (i) the executed commitment letter, dated as of the date hereof by and complete copiesamong Barclays Capital, the investment banking division of Barclays Bank PLC, Barclays Bank PLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx Senior Funding, Inc., Royal Bank of Canada, RBC Capital Markets, UBS Loan Finance LLC, UBS Securities LLC and Sub (the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the parties thereto (other than Sub) have agreed to lend the amounts set forth therein, a portion of the proceeds of which will be used for the purpose of funding the Transactions (the “Debt Financing”); and (ii) the executed equity commitment letter, dated as of the date hereof, between Xxxxxxx, Dubilier & Rice Fund VIII, L.P. (the “Sponsor”) and Parent (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, the Sponsor has committed to invest the cash amount in Parent set forth in the Equity Financing Commitment (the “Equity Financing” and together with the Debt Financing, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in the Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing respective commitments contained in the amounts set forth therein; provided that fee amounts and pricing termsFinancing Commitments have not been amended, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated terminated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to rescinded in any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any 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 Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereinrespect. As of the date hereof, there are no agreements, side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor Sub is a party that would adversely affect relating to the availability funding or investing, as applicable, of the Equity full amount of the Financing on other than (x) as expressly set forth in the Closing DateFinancing Commitments and delivered to the Company prior to the entry into force of this Agreement and (y) the fee letter in connection with the Debt Financing Commitment (the “Fee Letter”), a redacted copy of which has been furnished to the Company prior to the entry into force of this Agreement. Parent has engaged pursuant to an engagement letter (the “Engagement Letter”) one or more investment banks that are reasonably acceptable to the Lead Arrangers (as defined in the Debt Financing Commitment) to publicly sell or privately place the Notes (as defined in the Debt Financing Commitment). As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Parent and Sub, as applicable, and, to the Knowledge of Parent, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or similar Laws relating to or affecting creditors rights generally and to general equity principles, whether considered in proceedings in equity or at law). Other than as expressly set forth in the Equity Commitment Financing Commitments, and any related Fee Letter provided or Engagement Letter or as set forth in any such documents amended after the date hereof and not in violation of the provisions hereof, there are no conditions precedent related to the Company funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Parent or any of its Affiliates is a party that have or would reasonably be expected to (a) impair the validity of the Financing Commitments, (b) reduce the aggregate amount of the Financing or (c) materially delay or prevent the Merger Closing. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Parent or Sub under the Financing Commitments, or, to the Knowledge of Parent, the other parties to the Financing Commitments. Parent has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereofhereof pursuant to the Financing Commitments. Each Equity Commitment Letter provides, Assuming the accuracy of the representations and will continue to provide, that warranties set forth in Article IV and performance by the Company is a third party beneficiary thereof as set forth therein. of its obligations hereunder, upon receipt of the proceeds contemplated by the Financing Commitments, Parent and Merger Sub acknowledge and agree that their obligation to consummate will have access as of the Merger Closing to sufficient cash funds (including available cash held by the Company and its Subsidiaries) and borrowing capacity to pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingall amounts contemplated by this Agreement to be paid by them and to perform their respective obligations hereunder.

Financing. (a) Parent has delivered to the Company true, correct and complete copiescopies of (i) the executed commitment letter, dated as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) from Deutsche Bank Trust Company Americas, Deutsche Bank AG Cayman Islands Branch and (ii) a fully executed commitment letter Deutsche Bank Securities Inc. and from Xxxxx Fargo Bank, National Association, WF Investment Holdings, LLC and Xxxxx Fargo Securities, LLC (together with all exhibits, schedulesannexes, schedules and annexes attachments thereto) and fee letter from , including the financial institutions identified thereinRedacted Fee Letter, collectively, the “Debt Financing Commitment Letter” and”), together with the Equity Commitment Letterspursuant to which, the “Financing Commitment Letters”) and subject to provide, on the terms and subject only conditions thereof, the lender parties thereto have committed to the conditions expressly stated therein, debt financing in lend the amounts set forth therein; provided that fee amounts and pricing terms, including terms therein to Purchaser for the purpose of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of funding the transactions contemplated by this Agreement (the “Required AmountDebt Financing”), and (ii) the executed equity commitment letter, dated as of the date hereof (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”) from certain funds affiliated with Centerbridge Associates II, L.P. (“Sponsor”) pursuant to which Sponsor has caused such funds to commit to invest the amounts set forth therein subject to the terms and conditions therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Equity Commitment Letter provides, and will continue to provide until such time as this Agreement and/or the Equity Commitment Letter is terminated, that the Company is a third party beneficiary thereof as set forth therein. (b) As of the date hereof: (i) each of the Financing Commitments is in full force and effect and has not been withdrawn, terminated or rescinded in any respect or otherwise amended, supplemented or modified in any respect, (ii) is a legal, valid and binding obligation of Purchaser and Parent, and (in the case of the Debt Commitment Letter only, to the Knowledge of Purchaser and Parent) the other parties thereto, (iii) the Debt Commitment Letter delivered pursuant to Section 4.9(a) are true and complete copies (as amended through the date hereof), except that the Redacted Fee Letters have been redacted with respect to certain fees and similar arrangements which do not affect the conditionality of the Debt Financing; (iv) except for the Financing Commitments in the form delivered pursuant to Section 4.9 (a) there are no side letters or other agreements, contracts or arrangements relating to the Financing or the Financing Commitments, including any that could affect the availability of the Financing, to which Purchaser, Parent, Sponsor or any of their respective Affiliates is a party; and (v) assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on to Parent’s obligation to consummate the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Offer and/or the Merger Sub (to the extent Parent or Merger Sub is a party thereto) andas applicable), to the knowledge Knowledge of the Purchaser or Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (x) constitute a default or breach on the part of Purchaser, Parent or Merger Sub orSponsor (solely with respect to the Equity Financing), and (in the case of the Debt Commitment Letter only, to the knowledge Knowledge of Purchaser and Parent, ) any of the other parties thereto, under any term of the Financing Commitment LettersCommitment, (y) result in a failure of any condition of the Financing Commitments, or (z) result in any portion of the Financing contemplated thereby to be unavailable. Purchaser and Parent have fully paid any and all commitment fees or other fees or deposits required by the Financing Commitments to be paid on or before the date hereof. Assuming the satisfaction of the conditions set forth to Parent’s obligation to consummate the Offer and/or the Merger (as applicable), the aggregate net proceeds of the Financing will be sufficient for the satisfaction of all of Purchaser’s and Parent’s obligations under this Agreement, including the payment of the Offer Price in respect of each share of Company Common Stock validly tendered and accepted for payment in the Offer and payment of the aggregate Merger Consideration pursuant to Section 7.01 2.8, all amounts to be paid pursuant to Section 2.6, the payment of all associated costs and Section 7.02 on expenses of the Closing DateOffer and the Merger (including any repayment or refinancing of Indebtedness of the Company required in connection therewith) and the payment of all other amounts required to be paid in connection with the consummation of the Transactions. There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing DateFinancing, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to Financing Commitments. As of the date hereof. Each Equity Commitment Letter provides, and will continue assuming the satisfaction of the conditions to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their Parent’s obligation to consummate the Offer and/or the Merger and pay (as applicable), neither Purchaser nor Parent has any reason to believe that any of the Aggregate Merger Consideration is conditions to the Financing will not conditioned be satisfied or that the full amount of the Financing will not be available to Purchaser on the availability date of Debt Financingthe Closing. (c) Except as set forth in Section 4.9(c) of the Parent Disclosure Letter, neither Purchaser nor Parent is a party to any Contract which expressly limits or restricts the ability of any Person to provide debt financing for other potential purchasers of the Company.

Financing. Parent has delivered to the Company true, correct true and complete copiescopies of (i) the commitment letter with respect to the senior credit facilities, dated as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) among Parent and Deutsche Bank Securities Inc., Deutsche Bank Trust Company Americas and JPMorgan Chase Bank and (ii) a fully executed the commitment letter with respect to the first lien mortgage loan, dated as of the date hereof, among Parent and German American Capital Corporation, Deutsche Bank AG, New York Branch and JPMorgan Chase Bank (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified thereincollectively, the “Debt Financing Commitment LetterCommitments”), pursuant to which the lenders party thereto committed, subject to the terms thereof, to lend the amounts set forth therein (the “Debt Financing”), and (iii) the equity commitment letter, dated as of the date hereof, from FC Investor, LLC (the “Equity Financing Commitment” and, together with the Equity Commitment LettersDebt Financing Commitments, the “Financing Commitment LettersCommitments”) ), pursuant to providewhich such parties have committed, on subject to the terms and subject only thereof, to invest the conditions expressly stated therein, debt financing in the cash amounts set forth therein; provided that fee amounts and pricing terms, including terms of therein (the “market flexEquity Financing” and other commercially sensitive informationand, in the fee letter entered into in connection together with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required AmountFinancing”). The Financing Commitments are in full force and effect and are legal, assuming the satisfaction valid and binding obligations of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such the other Persons party thereto in accordance with its termsparties thereto. None of the Financing Commitments has been or will be amended or modified, except as enforcement may be limited by bankruptcyconsistent with Section 7.9(c), insolvency, reorganization and the respective commitments contained in the Financing Commitments have not been withdrawn or similar Applicable Laws affecting creditors’ rights generally and by general principles rescinded in any respect as of equitythe date hereof. As of the date hereofof this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any 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, under any Financing Commitment and subject to the knowledge of Parent, any other parties thereto, under any accuracy of the Financing Commitment Letters. Assuming representations and warranties of the Company set forth in Article IV and the satisfaction of the conditions set forth in Section 7.01 Sections 8.1 and Section 7.02 on the Closing Date, as of the date 8.2 hereof, neither Parent does not have nor Merger Sub has any reason to believe that the full amount under it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it in any of the Financing Commitment Letters will not be available Commitments on or prior to Parent or Merger Sub on the Closing Date. As The funds contemplated to be provided by the Financing Commitments would be sufficient to enable Parent to make or cause to be made payments of the date hereofMerger Consideration as provided herein (including for the Company Options as provided herein), all other necessary payments by it, Merger Sub or the Equity Commitment Letter contains Surviving Corporation in connection with the Merger (including the repayment of outstanding indebtedness of the Surviving Corporation) and all of the related fees and expenses. There are no conditions precedent and or other conditions contingencies to the obligations funding of the parties thereunder to make Financing other than as set forth in the full amount of the Equity Financing available to Parent on the terms thereinCommitments. As of the date hereof, there There are no side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters) related to the funding or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability investing, as applicable, of the Equity full amount of the Debt Financing on the Closing Date, other than as expressly set forth in or contemplated by the Equity Commitment Letter provided to the Company on or prior to Debt Financing Commitments. As of the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and or Merger Sub acknowledge has fully paid, or caused to be fully paid, any and agree that their obligation all commitment fees which are due and payable with respect to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingFinancing Commitments.

Financing. 4.5.1 Parent has delivered to the Company true, correct a true and complete copies, as copy of the date hereof, of (i) each fully executed Debt Commitment Letter and Equity Commitment Letter (the financing provided for therein being collectively referred to Letters as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, in effect on the terms and subject only to the conditions expressly stated thereindate hereof (with, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms case of the Debt Commitment Letter and any related Debt Fee Letter, only the fee amounts, interest rates, original issue discount, economic and other “market flex” and other terms or commercially sensitive informationinformation redacted, in none of which redacted provisions would be reasonably expected to adversely affect the fee letter entered into in connection with amount, conditionality, availability, timing or termination of the Debt Financing, may have been redacted to Financing on the extent, in each case, they are Permissible Redacted TermsClosing Date). As of the date hereof, none neither Parent nor any of 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 has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, 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 Closing Date, subject to the extent related to any Person that is not an Affiliate of Parent, to terms and conditions set forth in the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), and assuming the satisfaction of the conditions set forth in Section 7.02(aSections 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) and Section 7.02(b) will be sufficient to consummate the Transactions, including the payment of the Merger Consideration on the Closing DateDate and all related fees and expenses and prepayment of debt under the Credit Facilities. Each Financing To Parent’s knowledge as of the date hereof, the respective commitments contained in the Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent Letters have not been withdrawn or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto rescinded in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equityany respect. As of the date hereof, the Financing Commitment Letters in the form so delivered are in full force and effect against Parent and assuming 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 waiver of the conditions set forth in Section 7.01 the Commitment Letters as of the date hereof and Section 7.02 on except as limited by Laws affecting the Closing Dateenforcement of creditors’ rights generally, by general equitable principles or 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 in connection with the Financing. As of the date hereof, no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, party thereto under any of the Financing Commitment Letters. Assuming 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 7.01 6.1 and Section 7.02 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 will not be made on a timely basis. The only conditions precedent or other contingencies related to the funding of the Debt Financing on the Closing Date, Date are the conditions set forth in the Commitment Letters as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, assuming the Equity Commitment Letter contains representations and warranties made by the Company in Article 3 are true and correct in all material respects and the satisfaction of the 89887722_19 150326672.16 conditions precedent set forth in Section 6.1 and other 6.3, Parent has no reason to believe that (i) any of such conditions to will not be satisfied or (ii) the obligations of the parties thereunder to make the full amount of the Equity Financing will not be made available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date. 4.5.3 Parent understands and acknowledges that under the terms of this Agreement, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their Parent’s obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on 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 availability, grant, provision or extension of Debt Financingany financing to Parent.

Financing. Parent has delivered to the Company Attached hereto as Exhibit C are true, complete and correct copies of (i) the Class A Convertible Preferred Unit Purchase Agreement, by and complete copiesamong Purchaser, Rodeo Finance Aggregator LLC and GSO Rodeo Holdings LP (the “Investors”), dated as of the date hereof, pursuant to which, and subject to the terms and conditions of which, the Investors have agreed to provide equity financing (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) to Purchaser in connection with the transactions contemplated by this Agreement (the “Securities Purchase Agreement ”), and (ii) a fully an executed commitment letter (together with all exhibits, schedules, and annexes theretothe “Debt Commitment Letter”) and corresponding customarily redacted fee letter letters (none of which redacted terms affect the amount or availability of the Debt Financing or imposed any conditions on the receipt of the Debt Financing) (the “Fee Letter”) from the financial institutions identified therein, therein (the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment LettersLenders”) to provide, on subject to the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing termstherein (the “Debt Financing Commitments,” as each may be amended or replaced from time to time to the extent permitted by Section 6.18 and, including terms together with the Securities Purchase Agreement, the “Financing Commitments”) for the purpose of funding the transactions contemplated by this Agreement (being collectively referred to as the “Debt Financing”). Each of the “market flex” Financing Commitments is a legal, valid and other commercially sensitive informationbinding obligation of Purchaser, in the fee letter entered into in connection with the Debt Financing, may have been redacted and to the extentKnowledge of Purchaser, in each case, they are Permissible Redacted Termsthe other parties thereto. As of the date hereof, each of the Financing Commitments is in full force and effect, and none of the Financing Commitment Letters Commitments has been withdrawn, terminated, repudiated, rescinded, amended, rescinded or terminated or otherwise amended and restated or modified, no terms thereunder have been waivedmodified in any respect, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, or modification or waiver has occurred, and, to the extent related to any Person that is contemplated. Purchaser is not an Affiliate in breach of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase terms or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) any of the Financing Commitments, and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach, default or breach on the part of Parent or Merger Sub or, failure to the knowledge of Parent, satisfy any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions condition precedent set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there 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 Financing 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 understandings otherwise) related to which Parent the Financing (other than the Financing Commitments). There are no conditions precedent, contingencies or requirements to such funding other than any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as conditions expressly set forth in the Equity Commitment Letter provided unredacted portions of the Financing Commitments nor any reduction to the Company aggregate amount available under the Financing Commitments on the Closing Date (nor any term or prior 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. Each Equity Commitment Letter provides, and Purchaser has no reason to believe that it will continue be unable to providesatisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Company is a third party beneficiary thereof as set forth thereinFinancing will not be available on the Closing Date. Parent and Merger Sub acknowledge and agree that their obligation to consummate For the Merger and pay the Aggregate Merger Consideration avoidance of doubt, it is not conditioned on a condition to Closing under this Agreement for Purchaser to obtain the availability of Debt Financing or any Alternative Financing.

Financing. Parent has delivered received, and previously provided to the Company trueSpecial Committee, correct fully executed commitment letters from Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Bank of America, N.A. and complete copiesThe Bank of Nova Scotia (the “Lenders”) dated the date hereof providing for financing in an aggregate amount equal to $1,150,000,000 (the “Debt Financing”) and describing the terms and conditions upon which such Lenders (together with their officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Financing Sources”) will arrange and provide such financing (the “Debt Commitment Letter”) (it being understood and agreed that each related fee letter shall have been redacted in a customary manner as required by the terms of the date hereofDebt Commitment Letter, which shall include, without limitation, the fee amounts and certain economic terms of the market “flex” (i) each none of which redacted terms would adversely affect the amount or availability of the Debt Financing). Parent has received, and previously provided to the Special Committee, a fully executed Equity Commitment Letter commitment letter from Xxxxxxx dated the date hereof providing for financing in an aggregate amount equal to $200,000,000 (the financing provided for therein being collectively referred to as the “Equity Financing”) and describing the terms and conditions upon which Xxxxxxx will provide such financing (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Equity Commitment Letter” and, together with the Equity Debt Commitment LettersLetter, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms). As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing The Commitment Letters are in full force and effect on the date hereof and assuming have not been withdrawn, rescinded, amended or modified in any respect. There are no conditions precedent to the satisfaction or waiver funding of the conditions full amount of the financing contemplated by the Commitment Letters other than as expressly set forth in Section 7.01 the Commitment Letters. There are no facts and Section 7.02 circumstances known to Xxxxxxx, Parent, Purchaser or any of their respective affiliates that are or that any of them believe is likely to (i) prevent the conditions described in the Commitment Letters from being satisfied on a timely basis, (ii) constitute a default or breach on the Closing Datepart of Xxxxxxx, Parent has no reason to believe that Parent, Purchaser or any event has occurred which, of their respective affiliates under the Commitment Letters (whether 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 (iii) prevent Parent or Merger Sub or, Purchaser from receiving financing pursuant to the knowledge terms of Parent, any other parties thereto, under the Commitment Letters or (iv) make any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly assumptions set forth in the Equity Commitment Letter provided Letters unreasonable. There are no facts and circumstances known to Xxxxxxx, Parent, the Purchaser or any of their respective affiliates that are or that any of them believe is likely to cause the financings contemplated by the Commitment Letters not to be consummated substantially in accordance with the terms thereof. The aggregate proceeds of the financings contemplated by the Commitment Letters, when taken together with the unrestricted cash of the Company and its Subsidiaries, are sufficient to pay the aggregate Merger Consideration, to pay cash amounts payable to the holders of the Company on Options pursuant to Section 3.3(a), to effect all refinancings of existing indebtedness of the Company and its Subsidiaries required as a result of the Merger or prior as required by the Commitment Letters and to pay the anticipated fees and expenses related to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that Merger (the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing“Required Cash Amount”).

Financing. Parent has delivered to the Company true, complete and correct and complete copiescopies of (a) the executed debt commitment letter, dated as of November 6, between Parent and the date hereof, of Debt Financing Sources party thereto (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with including all exhibits, schedules, and annexes thereto) , and the executed fee letter from the financial institutions identified thereinassociated therewith redacted in a manner as described below, collectively, the “Debt Financing Commitment Letter” andCommitments”), pursuant to which the Debt Financing Sources party thereto have committed, subject only to the satisfaction of the terms and conditions set forth therein, to lend the amounts set forth therein (the “Debt Financing”) and (b) executed equity commitment letters, dated as of 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 Equity Commitment LettersDebt Financing Commitments, the “Financing Commitment LettersCommitments”) ), pursuant to providewhich each of the Guarantors has committed, on subject to the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of to invest the cash amount set forth therein (the “market flex” Equity Financing”, and other commercially sensitive information, in the fee letter entered into in connection together with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As “Financing”) for the purpose of the date hereof, none funding a portion of the Financing Uses. The Equity Financing Commitment Letters has provides that the Company is a third-party beneficiary thereof to the extent set forth therein. None of the Financing Commitments have been withdrawn, terminated, rescinded, repudiated, rescinded, amended, amended and restated modified or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or supplemented prior to the Closing Date in connection with the consummation date of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent by Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such each of the other Persons 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 accordance the Financing Commitments have not been withdrawn, terminated, rescinded or 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 termsAffiliates is a party related to the availability or conditionality, except as enforcement may be limited by bankruptcyapplicable, insolvency, reorganization of the Financing or similar Applicable Laws affecting creditors’ rights generally 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 by general principles of equityall commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, the Financing Commitment Letters Commitments are in full force and effect and assuming are the satisfaction or waiver legal, valid, binding and enforceable obligations of Parent and, to the knowledge of Parent, 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 Commitments to be ineffective. Assuming that the conditions to the obligation of Parent to consummate the Merger set forth in Section 7.01 7.1 and Section 7.02 on 7.2 have been satisfied, as of the Closing Datedate hereof, Parent has there are no reason conditions precedent related to believe that 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 expressly set forth in the Financing Commitments delivered to the Company prior to the date hereof. As of the date hereof, to the knowledge of Parent, 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, to the knowledge of Parent, any other parties thereto, party thereto under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 Commitments, (ii) constitute a failure to satisfy a condition precedent on the Closing Date, as part of the date hereof, Parent does not have or any reason to believe that the full amount other party thereto under the Financing Commitment Letters will not Commitments or (iii) result in any portion of the amount to be available to Parent provided or Merger Sub funded in accordance with the Financing Commitments being unavailable on the Closing Date. As of Assuming that the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations obligation of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger set forth in Section 7.1 and Section 7.2 have been satisfied, and 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 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 Merger and the Financing, (iii) pay for any refinancing of any outstanding indebtedness of the Company or its subsidiaries contemplated by this Agreement or the Financing Commitments, and (iv) satisfy all of 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 conditioned on a condition to the availability Closing or any of Debt Financingits other obligations under this Agreement that Parent obtain the Financing or any other financing for or related to any of the Transactions.

Financing. (i) Parent has delivered to the Company true, complete and correct and complete copies, copies of an executed equity commitment letter in effect as of the date hereof, of including all exhibits, schedules, annexes and amendments thereto from each Equity Source (i) each fully executed each, an “Equity Commitment Letter Letter” and together, the “Equity Commitment Letters”), pursuant to which each Equity Source has 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 value of the transactions contemplated by this Agreement (the financing provided for therein being collectively referred to as 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 applicable Equity Commitment Letter. There are no side letters or other agreements, contracts, understandings or arrangements that could affect the availability of the Equity Financing other than as expressly set forth in the Equity Commitment Letters delivered to the Company pursuant to this Section 5.2(f)(i). (ii) a fully executed commitment letter As of the date of this Agreement: (together with all exhibitsA) each Equity Commitment Letter is in full force and effect and is the legal, schedulesvalid, binding and annexes enforceable obligation of each of the parties thereto; (B) each Equity Commitment Letter has not been amended or modified in any respect and fee letter from no such amendment or modification is contemplated or pending; and (C) the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with commitments contained in the Equity Commitment LettersLetters have not been withdrawn, the “Financing Commitment Letters”) to provideterminated, on the terms and subject only to the conditions expressly stated therein, debt financing reduced or rescinded in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Termsany respect. As of the date hereofof this Agreement, none Parent has paid in full any and all fees (including commitment fees and other fees) required to be paid under the Equity Commitment Letters that are payable on or prior to the date of this Agreement. (iii) As of the date of this Agreement, there are no conditions precedent or other contingencies related to the funding of the full amount (or any portion) of the Equity Financing except as expressly set forth in the Equity Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modifiedLetters. As of the date of this Agreement, no terms thereunder have been waivedevent has occurred which (with or without notice, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification lapse of time or waiver has occurred, and, both) could reasonably be expected to constitute a failure to satisfy a condition precedent to the extent related obligations of the Equity Sources to any Person fund the Equity Financing. (iv) Assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2 and that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicableLetters, the net proceeds contemplated by the Equity Commitment Letters, Letters and the net proceeds contemplated by the Debt Financing Commitment LetterRollover, will in constitute the aggregate, be sufficient for Parent, Merger Sub and funds necessary to consummate the Surviving Corporation to pay the amounts required to be paid in connection with the Merger Mergers and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, including payment in cash of the aggregate Merger Consideration, the Payoff Amount and payment of the amounts payable to holders of Company Equity Awards in accordance with the terms of this Agreement, and to pay any other amounts all related fees and expenses required to be paid by Parent and Merger Subs, and to perform their other respective obligations, under this Agreement. (v) In no event shall the receipt or Merger Sub on availability of any funds or prior financing by or to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”)Equity Sources, assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (Subs or any of their respective affiliates or any other financing transaction be a condition to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As any of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any 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 obligations of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingSubs hereunder.

Financing. (a) Parent has delivered to the Company true, correct true and complete copies, as of the date hereof, copies of (ia) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully an executed commitment letter dated as of October 27, 2023 from Fortress Credit Corp. and an executed commitment letter dated as of October 30, 2023 from AI Partners Asset Management Co., Ltd. (each, a “Lender” and together, the “Lenders”) (together with all exhibits, schedulesannexes and schedules thereto and the executed fee letter in connection therewith (which may be redacted to omit fee amounts, flex provisions, pricing terms and annexes theretopricing caps; provided, that none of the redacted terms (x) could reasonably be expected to adversely affect the availability of the Committed Debt Financing or (y) affect the conditionality, enforceability, availability or aggregate principal amount of the Committed Debt Financing attached thereto or contemplated thereby) and fee letter from as the financial institutions identified thereinsame may be amended pursuant to Section 6.10, the “Debt Financing Commitment Letter” andCommitments”), pursuant to which the Lenders have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Committed Debt Financing”) and (b) the executed Purchase Agreement and Contribution Agreement (together with the Equity Commitment LettersDebt Financing Commitments, the “Financing Commitment LettersCommitments”) to provide, on which contemplate the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection Preferred Stock Financing (together with the Committed Debt Financing, may have been redacted to the extent“Committed Financing”), in each case, they are Permissible Redacted Termscase for the purposes of funding the transactions contemplated by this Agreement and related fees and expenses. Each of the Financing Commitments have been duly executed and validly delivered by the parties thereto. (b) As of the date hereofof this Agreement, none of the Financing Commitment Letters Commitments has been amended, modified or supplemented and the respective commitments contained in the Financing Commitments have not been withdrawn, terminated, repudiated, rescinded, amended, amended and restated supplemented or modified, no terms thereunder have been waivedin any respect, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatementsupplement or modification is contemplated (except as permitted by Section 6.10). As of the date of this Agreement, no such amendment, modification or waiver has occurredsupplement is contemplated and the Financing Commitments are in full force and effect and constitute the legal, andvalid and binding obligation of each of Parent or Merger Sub and the other parties thereto, subject to the extent Enforceability Exceptions. Except for the Financing Commitments, as of the date of this Agreement, there are no Contracts or other agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent or any of its Affiliates is a party related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment Committed Financing other than as expressly contained in the Financing Commitments. Any and restatement, modification all commitment fees or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded other fees in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance connection with the Debt Financing Commitment Letter, as applicable, ​ Commitments that are payable on or prior to the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment date of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be Agreement have been paid by or on behalf of Parent or Merger Sub on or prior to the Closing Date in connection with date of this Agreement. (c) There are no, and there will not be any, conditions precedent or other contingencies related to the consummation funding of the transactions full amount of the Committed Financing other than as expressly set forth in or contemplated by this Agreement the Financing Commitments (the “Required AmountDisclosed Conditions”). Other than the Disclosed Conditions, assuming the satisfaction none of the conditions set forth Lenders or any other Person has any right to impose, and none of the Lenders, Parent, Merger Sub, the Company or any Subsidiary obligor have any obligation to accept, any condition precedent to any funding of all or any portion of the Committed Financing or any reduction to the aggregate amount available under the Financing Commitments (or any term or condition which would have the effect of reducing the aggregate amount available under the Financing Commitments). Other than the Financing Commitments, there are no agreements, side letters or any other arrangements or understandings (in Section 7.02(aeach case, whether written or oral) and Section 7.02(bwith the Lenders or any other Person relating to the Committed Financing. (d) on As of the Closing Date. Each date of this Agreement, no event has occurred that (with or without notice or lapse of time, or both) would or would reasonably be expected to (i) constitute a breach or default under the Financing Commitment Letter is enforceable against Commitments by Parent, Merger Sub (or, to the extent Knowledge of Parent or Merger Sub is a party theretoSub, any other Person, (ii) and, to the knowledge Knowledge of ParentParent or Merger Sub, such other Persons party thereto result in accordance with its termsthe failure of any condition precedent under any of the Financing Commitments to be satisfied or (iii) to the Knowledge of Parent or Merger Sub, except as enforcement may be limited by bankruptcymake any of the representations, insolvency, reorganization warranties or similar Applicable Laws affecting creditors’ rights generally and by general principles statements set forth in any of equity. the Financing Commitments inaccurate in any material respect. (e) As of the date hereofof this Agreement, none of Parent, Merger Sub or any of their respective Affiliates has received any notice or other communication from the Lenders with respect to (i) any actual or potential breach or default by Parent or the Lenders under any of the Debt Financing Commitments, (ii) any actual or potential failure by Parent, Merger Sub or any such Affiliate to satisfy any condition precedent or other contingency to be satisfied by Parent, Merger Sub or any such Affiliate set forth in the Debt Financing Commitments or (iii) any intention of any Lender to terminate any Debt Financing Commitment Letters are in full force and effect and or to not provide all or any portion of the Committed Debt Financing. (f) As of the date of this Agreement, assuming the satisfaction or waiver of the conditions set forth contained in Section 7.01 Sections 7.1 and Section 7.02 on 7.2, (other than the Closing Date, conditions that by their terms are to be satisfied as of the Closing) neither Parent nor Merger Sub has no any reason to believe that any 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 Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on to the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Committed Financing Commitment Letters will not be satisfied on a timely basis or that the Committed Financing will not be made available to Parent or Merger Sub on the Closing Date. As of the date hereofof this Agreement, neither Parent nor Merger Sub is aware of any fact, circumstance or event that would reasonably be expected to prevent, delay or otherwise pose a potential impediment to the Equity Commitment Letter contains all funding of any of the payment obligations of Parent under this Agreement. (g) Subject to the terms and conditions of the Financing Commitments and subject to the satisfaction of the conditions precedent contained in Section 7.2, the aggregate proceeds contemplated by the Financing Commitments, together with the proceeds from the Additional Financing, and other conditions to financial resources of Parent and Merger Sub, including cash and cash equivalents and ​ marketable securities of Parent, Merger Sub, the obligations of Company and the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing Company’s Subsidiaries on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. be sufficient for Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger upon the terms contemplated by this Agreement and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingall related fees and expenses.

Financing. Parent has delivered to the Company true, correct a true and complete copiescopy of the fully executed equity commitment letter, dated as of the date hereof, of (i) each fully executed Equity Commitment Letter this Agreement (the financing provided for “Equity Financing Commitment”), from the Persons identified therein being collectively referred (together with any Persons that become a party thereto after the date of this Agreement in accordance with the terms and conditions thereof, each, an “Equity Financing Source”), reflecting such Person’s commitment to as provide to Parent at the Closing the cash amount set forth therein, subject to the terms and conditions thereof (the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Equity Financing Commitment Letters are Commitment, in the form so delivered, is in full force and effect and assuming is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable against each such party in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). As of the date hereof, the Equity Financing Commitment has not been amended, supplemented or otherwise modified in any respect, and, to the Knowledge of Parent, no amendment or modification to, or withdrawal, termination or rescission of, the Equity Financing Commitment is currently contemplated (except to the extent amended, supplemented, modified or replaced in a manner not prohibited by the terms of this Agreement), and the commitments contained in the Equity Financing Commitment have not, to the Knowledge of Parent, been withdrawn, reduced or rescinded in any respect. Assuming the satisfaction or waiver of the closing conditions set forth in Section 7.01 and Section 7.02 on the Closing DateArticle VII of this Agreement, Parent has no reason to believe that any event has occurred whichthat, with or without notice, lapse of time or both, would constitutes or would reasonably be expected to constitute a material default or breach on the part of Parent or Merger Sub any of its Affiliates or, to the knowledge Knowledge of Parent, any other parties thereto, under any term or condition of the Equity Financing Commitment, and, to the Knowledge of Parent, no reasonable basis exists to believe that any term or condition precedent to the funding of any of the Equity Financing set forth in the Equity Financing Commitment Letterswill not be satisfied on a timely basis, or that any portion of the Equity Financing to be made thereunder will otherwise not be available to Parent on a timely basis to consummate the Merger at the time required pursuant to this Agreement. Parent or its applicable Affiliate has fully paid or caused to be paid any and all commitment fees or other fees required by the Equity Financing Commitment to be paid thereunder on or prior to the date of this Agreement. Assuming the satisfaction of the conditions set forth in Section 7.01 the Equity Financing Commitment and Section 7.02 on the Closing Date, as satisfaction of the date hereofclosing conditions set forth in Article VIII of this Agreement, the aggregate proceeds contemplated by the Equity Financing Commitment, when funded in accordance with the Equity Financing Commitment, together with all Other Sources, will provide Parent does not have any reason with funds sufficient to believe that pay the full amount under amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions. The obligations to make the Equity Financing Commitment Letters will not be available to Parent or Merger Sub on its applicable Affiliate pursuant to the Closing Date. As terms of the date hereof, the Equity Financing Commitment Letter contains all of the are not subject to any conditions precedent and or other conditions contingencies related to the obligations funding of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing DateFinancing, other than as expressly set forth in the Equity Commitment Letter provided Financing Commitment. As of the date of this Agreement, there are no contracts or other agreements, arrangements or understandings (whether oral or written) to which Parent, Merger Sub, the Guarantors, any Equity Financing Source or any of their respective Affiliates is a party related to the Equity Financing, other than as expressly contained in the Equity Financing Commitments and delivered to Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingthis Agreement.

Financing. Parent has delivered to the Company truetrue and correct copies of an executed commitment letter, correct together with the related fee letter (subject to customary redactions), each in effect as of the date of this Agreement from the financial institutions party thereto (together, as they may be amended, modified or replaced in accordance with this Section 5.14, the “Debt Commitment Letter”), to provide debt financing in an aggregate amount set forth therein and complete copiessubject to the terms and conditions set forth therein (together with any replacement debt financing in respect thereof, being collectively referred to as the “Debt Financing”). As of the date of this Agreement, the Debt Commitment Letter has not been amended or modified in any manner, and to the Knowledge of Parent, no amendment or modification of the Debt Commitment Letter that will reduce the amount of Debt Financing or materially increase the conditionality of such Debt Financing is contemplated, provided, however, Parent may amend, supplement, modify or replace the Debt Commitment Letter as in effect at the date hereof (a) to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement, (b) to increase the amount of indebtedness, (c) to effectuate “flex” terms or (d) to replace the commitment under the Debt Commitment Letter by the amount of the commitment obtained on the Term Facility Effective Date as contemplated by the Debt Commitment Letter. As of the date of this Agreement, the commitment contained in the Debt Commitment Letter has not been terminated, reduced, withdrawn or rescinded in any respect and, to the Knowledge of Parent, no such termination, reduction, withdrawal or rescission is contemplated other than expressly contemplated thereunder. Parent has paid in full any and all commitment fees or other fees and amounts in connection with the Debt Commitment Letter that are payable on or prior to the date of this Agreement and, as of the date of this Agreement, the Debt Commitment Letter is in full force and effect and is the valid, binding and enforceable (in accordance with its terms) obligation of Parent and, to the Knowledge of Parent, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred other parties thereto, subject to as the “Equity Financing”) applicable bankruptcy, insolvency, reorganization, moratorium and (ii) a fully executed commitment letter (together with all exhibits, schedules, similar Laws affecting creditors’ rights and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only remedies generally. There are no conditions precedent or other contingencies related to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms funding of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with full amount (or any portion) of the Debt Financing, may have been redacted other than as expressly set forth in the Debt Commitment Letter, including any condition or other contingency relating to the extent, in each case, they are Permissible Redacted Terms. As availability of the date hereof, none of the Debt Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related pursuant to any Person that is not an Affiliate of Parent“flex” provision, to other than as expressly set forth in the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this AgreementDebt Commitment Letter. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will together with available cash on hand at Parent and the Company, will, in the aggregate, be sufficient for Parent, Merger Sub Parent and the Surviving Corporation Company to pay all of the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid provided by Parent or Merger Sub on or prior to the Closing Date in connection with for the consummation of the transactions contemplated by this Agreement (Agreement, including the “Required Amount”), assuming amounts payable in connection with the satisfaction consummation of any of the conditions set forth in Section 7.02(aMergers, all related fees and expenses required to be paid as of the date of the consummation of the Mergers and the funds to be provided by (or on behalf of) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (Parent to the extent Parent Company to enable the Company to fund the repayment or Merger Sub is a party thereto) and, to refinancing of the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equityCompany Credit Agreements. As of the date hereofof this Agreement, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Debt Commitment Letter that could affect the availability of the Debt Financing contemplated by the Debt Commitment Letters are in full force and effect Letter (other than original issue discount provisions as part of the “flex” terms). As of the date of this Agreement and assuming the satisfaction or waiver (to the extent permitted by law) of the conditions set forth in Section 7.01 to Parent’s and Section 7.02 on Merger Subs’ obligation to consummate the Closing DateMergers, Parent has (a) no reason to believe that any event has occurred which, which (with or without notice, lapse of time or both, would or would reasonably be expected to ) could constitute a default or breach on or failure to satisfy a condition by Parent under the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any terms and conditions of the Financing Debt Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 Letter and Section 7.02 on the Closing Date, as of the date hereof, (b) Parent does not have any reason to believe that any of the full amount under conditions to the Debt Financing Commitment Letters will not be satisfied by Parent on a timely basis or that the Debt Financing will not be available to Parent or Merger Sub on the Closing Date. As date of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingClosing.

Financing. (a) Parent is a party to and has delivered to the Company true, correct and complete copies, as of the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) accepted a fully executed commitment letter dated as of August 10, 2023 (together with all exhibits, schedules, exhibits and annexes schedules thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with ”) from the Equity Commitment Letterslenders party thereto (collectively, the “Financing Commitment LettersLenders”) pursuant to providewhich the Lenders have agreed, on subject to the terms and subject only conditions thereof, to the conditions expressly stated therein, provide debt financing in the amounts set forth therein; provided that . The debt financing contemplated pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing.” (b) Parent has delivered to the Company a true, complete and correct copy of the executed Debt Commitment Letter and fee letters related thereto, subject, in the case of such fee letters, to redaction solely of fee amounts, the rates and amounts and pricing terms, including terms of included in the “market flex” and other commercially sensitive information, in the fee letter entered into economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the conditionality, enforceability, availability, termination or amount of the Debt Financing. (c) Except as expressly set forth in the Debt Commitment Letter, may have been redacted there are no conditions precedent to the extentobligations of the Lenders to provide the full amount of the Debt Financing pursuant to the Debt Commitment Letter. 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 Debt Commitment Letter on or prior to the Closing Date, nor does Parent have Knowledge that any Lender will not perform its obligations thereunder, in each case, they are Permissible Redacted Terms. As assuming the accuracy of the date hereofCompany’s representations and warranties contained in Article III and compliance by the Company with its covenants contained in Article V and Article VI, none in each case, in all material respects. There are no side letters, understandings or other Contracts of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, any kind relating to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification Debt Commitment Letter or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is that could adversely affect the conditionality, enforceability, availability, termination or amount of the Debt Financing. (d) The Debt Financing, when funded in accordance with the Debt Financing Commitment Letter and giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and original issue discount), and assuming the accuracy of the Company’s representations and warranties contained in Article III and compliance by the Company with its covenants contained in Article V and Article VI, in each case, in all material respects, together with cash on hand at Parent, shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s obligations under this Agreement and the Debt Commitment Letter, as applicable, including the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make and any repayment, repurchase fees and expenses of or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid payable by Parent or Merger Sub on or prior to the Closing Date other Parent Subsidiaries, and for any repayment or refinancing of any outstanding indebtedness of the Company and/or the Company Subsidiaries contemplated by, or required in connection with the consummation of the transactions contemplated by described in, this Agreement or the Debt Commitment Letter (such amounts, collectively, the “Required AmountFinancing Amounts”), assuming the satisfaction of the conditions set forth in Section 7.02(a. (e) and Section 7.02(b) on the Closing Date. Each Financing The Debt Commitment Letter is constitutes the legal, valid, binding and enforceable against Parent, Merger Sub (to the extent obligations of Parent or Merger Sub is a party thereto) and, to the knowledge Knowledge of Parent, such all the other Persons party parties thereto and are in accordance with its termsfull force and effect, except as enforcement may be limited by subject to (a) the effect of bankruptcy, insolvencyfraudulent conveyance, reorganization reorganization, moratorium and other similar Laws relating to or similar Applicable Laws affecting the enforcement of creditors’ rights generally and by (b) general equitable principles of equity(whether considered in an Action in equity or at law). As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any No event has occurred which, which (with or without notice, lapse of time or both, would or ) would reasonably be expected to constitute a default default, breach or breach on failure to satisfy a condition by Parent under the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any terms and conditions of the Financing Debt Commitment LettersLetter. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that any of the full amount under conditions to the Debt Financing Commitment Letters will not be satisfied by Parent on a timely basis or that the Debt Financing will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, assuming the accuracy of the Company's representations and warranties contained in Article III and compliance by the Company with its covenants contained in Article V and Article VI, in each case, in all material respects. Parent has paid in full any and all commitment fees or other than as expressly set forth in fees required to be paid pursuant to the Equity terms of the Debt Commitment Letter provided to the Company on or before the entry into this Agreement. The Debt Commitment Letter has not been modified, amended or altered prior to the date hereof. Each Equity execution and delivery of this Agreement and none of the respective commitments under the Debt Commitment Letter provideshave been terminated, and will continue to providereduced, that withdrawn or rescinded in any respect. (f) In no event shall the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the receipt or availability of any funds or financing (including the Debt Financing) by Parent or any Parent Subsidiaries or any other financing or other transactions be a condition to any of the Parent or Merger Sub’s obligations under this Agreement.

Financing. Parent has True, accurate and complete copies of the following documents have been delivered to the Company true, correct and complete copies, as of prior to the date hereof, of : (i) each fully executed Equity Commitment Letter (the equity commitment letters to provide equity financing provided for therein being collectively referred to as the “Equity Financing”) and Parent and/or Merger Sub, (ii) a fully the Rollover Commitments, (iii) executed debt commitment letter letters and related term sheets (the “Debt Commitment Letters” and together with all exhibitsthe equity commitment letters described in clause (i), schedulesthe “Financing Commitments”) pursuant to which, and annexes thereto) subject to the terms and fee letter from conditions thereof, certain lenders have committed to provide Parent or the financial institutions identified Surviving Corporation with loans in the amounts described therein, the proceeds of which may be used to consummate the Merger and the other transactions contemplated hereby (the “Debt Financing Commitment LetterFinancing” and, together with the Equity Commitment Lettersequity financing referred to in clause (i) and the Rollover Commitments, the “Financing Commitment LettersFinancing”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms). As of the date hereof, none each of the Financing Commitment Letters has been withdrawnCommitments, terminatedin the form so delivered, repudiatedis a legal, rescinded, amended, amended valid and restated binding obligation of Parent or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, Merger Sub and, to the extent related to any Person that is not an Affiliate Parent’s Knowledge, of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party parties thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters Commitments are in full force and effect and assuming the satisfaction have not been withdrawn or waiver terminated (and no party thereto has indicated an intent to so withdraw or terminate) or otherwise amended or modified in any respect and neither Parent nor Merger Sub is in breach of any of the terms or conditions set forth in Section 7.01 therein and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would or would could reasonably be expected to constitute a material breach or failure to satisfy a condition precedent set forth therein or a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any thereunder. As of the Financing Commitment Letters. Assuming date hereof, and assuming the satisfaction of the conditions set forth in Section 7.01 6.3(a) and Section 7.02 on the Closing Date(b), as of the date hereof, neither Parent does not have nor Merger Sub has any reason to believe that the full amount under it will be unable to satisfy on a timely basis any term or condition contemplated to be satisfied by it contained in the Financing Commitment Letters will not be available Commitments. Giving effect to the Rollover Commitments together with cash on hand at the Company, the proceeds from the Financing constitute all of the financing required for the consummation of the Merger and the other transactions contemplated hereby, and are sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the Merger Consideration and the consideration in respect of the Company Stock Options and the Company Restricted Shares under Section 2.3. Parent or Merger Sub has fully paid any and all commitment fees or other fees on the Closing Datedates and to the extent required by the Financing Commitments. As of the date hereof, the Equity Commitment Letter contains The Financing Commitments contain all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As Notwithstanding anything in this Agreement to the contrary, the Debt Commitment Letters may be superseded at the option of Parent or Merger Sub after the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or this Agreement but prior to the date hereofEffective Time by the New Financing Commitments in accordance with Section 5.10. Each Equity Commitment Letter providesIn such event, and will continue the term “Financing Commitment” as used herein shall be deemed to provide, that include the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation New Financing Commitments to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingextent then in effect.

Financing. Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of (i) each a true and complete copy of a fully executed Equity commitment letter dated on or about the date of this Agreement from the Financing Sources (together with all exhibits, annexes, schedules and term sheets attached thereto and as amended, modified, supplemented, replaced, waived or extended from time to time after the date of this Agreement in compliance with Section 5.20 (collectively, the “Commitment Letter Letter”)), and (ii) true and complete (other than with respect to redacted fees, fee amounts, pricing terms, pricing caps and other customarily-redacted economic terms, but which redacted information does not relate to or adversely affect the amount, availability, enforceability or conditionality of the Financing) copies of fully executed fee letter(s) and engagement letter(s) with respect to fees and related arrangements with respect to the Financing (collectively, the “Fee Letter”, and together with the Commitment Letter, the “Commitment Papers”), providing, subject to the terms and conditions therein, for debt financing provided for in the amounts set forth therein (being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms). As of the date hereofof this Agreement, none of the Financing Commitment Letters has Papers have not been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate Knowledge of Parent, no such amendment or modification is contemplated, and none of the respective obligations and commitments contained in the Commitment Papers have been withdrawn, terminated or rescinded in any respect and, to the knowledge Knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, termination or rescission is contemplated; provided that the existence or exercise of “market flex” or similar provisions contained in the Fee Letter shall not constitute an amendment and restatement, or modification or waiver, except to of the extent any such amendment is not prohibited under this AgreementCommitment Papers. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, Parent and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and will have sufficient cash on hand on the Surviving Corporation Closing Date to pay the aggregate Merger Consideration and all other cash amounts required payable pursuant to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any and repay and/or refinance all Indebtedness and other amounts required to be paid by Parent or Merger Sub on or prior to obligations owing as of the Closing Date in connection with pursuant to the consummation of the transactions contemplated by this Existing Company Credit Agreement (the “Required AmountRefinancing”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereofof this Agreement, the Financing Commitment Letters Papers are (y) legal, valid and binding obligations of Parent and, to the Knowledge of Parent, each of the other parties thereto, enforceable in accordance with their respective terms against Parent and, to the Knowledge of Parent, each of the other parties thereto (in each case, subject to 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) and (z) in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any effect. No event has occurred whichthat, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge Knowledge of Parent, any other parties thereto, party thereto under the Commitment Papers. The only conditions precedent (including any market “flex” provisions contained in the Commitment Papers) related to the obligations of the Financing Sources under the Commitment Letters. Assuming Papers to fund the satisfaction full amount of the conditions Financing are those expressly set forth in Section 7.01 the Commitment Papers and Section 7.02 on there are no contingencies that would permit the Closing Date, as Financing Sources to reduce the total amount of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing DateFinancing. As of the date hereofof this Agreement, the Equity Commitment Letter contains Parent has no reason to believe that it will be unable to satisfy on a timely basis all of the conditions precedent terms and other conditions to be satisfied by it in the obligations Commitment Papers on or prior to the Closing Date, nor does Parent have Knowledge that any of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereinSources will not perform its obligations thereunder. As of the date hereofof this Agreement, there are no side letters letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Papers that could reasonably be expected to adversely affect the amount, availability, enforceability or understandings conditionality of the Financing contemplated by the Commitment Papers. Parent has paid in full any and all commitment fees or other fees that are required to which be paid on or before the date of this Agreement pursuant to the terms of the Commitment Papers. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Parent or any Equity Investor is of its Affiliates or any other financing or other transactions be a party that would adversely affect the availability condition to any of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingParent’s obligations under this Agreement.

Financing. Parent (a) SiriusXM has delivered to the Company true, correct Liberty and SplitCo true and complete copiescopies of an executed debt commitment letter and any related term sheet, dated as of the date hereof, of hereof (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, or the “Financing Commitment LettersCommitments”) ), from the lenders party thereto (the “Lenders”), pursuant to providewhich, on and subject to the terms and subject only conditions of which, the Lenders have committed to the conditions expressly stated therein, debt provide SiriusXM Radio with financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of described therein (the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms”). As of the date hereof, none each of the Financing Commitment Letters has been withdrawnCommitments is a legal, terminated, repudiated, rescinded, amended, amended valid and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, binding obligation of SiriusXM Radio and, to the extent related to any Person that is not an Affiliate Knowledge of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicableSiriusXM, the net proceeds contemplated by the Equity Commitment LettersLenders, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and similar Applicable Laws of general applicability affecting creditors’ rights generally and by general principles of equity. As of the date hereof, each of the Financing Commitment Letters are Commitments is in full force and effect effect, and assuming the satisfaction or waiver none of the Financing Commitments has been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect and no waiver has been granted thereunder, no such amendment, supplement, waiver or modification is contemplated, and, to the Knowledge of SiriusXM, no withdrawal or rescission thereof is contemplated (it being understood that the exercise of any “market flex” provisions contained in the Fee Letter provided to Liberty on the date hereof shall not be deemed a withdrawal, rescission, amendment, supplement, modification or waiver). As of the date hereof, neither SiriusXM Radio, nor to the Knowledge of SiriusXM, any Lender is in breach of any of the material terms or conditions set forth in Section 7.01 any of the Financing Commitments. As of the date hereof, to the knowledge of SiriusXM, assuming the accuracy of the representations and Section 7.02 warranties set forth in Article III and Article IV, there is no fact or occurrence existing on the Closing Date, Parent has no reason to believe that any event has occurred whichdate hereof that, 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 Parent, any other parties thereto, under (A) result in any of the conditions in the Financing Commitment Letters. Assuming Commitments not being satisfied on a timely basis at or prior to the satisfaction time that the Closing is required to occur pursuant to the terms of this Agreement or (B) constitute a breach by SiriusXM Radio or any Lender under the terms and conditions of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Debt Commitment Letters will not be available to Parent or Merger Sub on the Closing DateLetter. As of the date hereof, no Lender has notified SiriusXM or SiriusXM Radio of its intention to terminate any Financing Commitments or not provide the Equity Commitment Letter contains all Financing. Assuming (1) the Financing is funded in accordance with its terms and conditions and (2) the satisfaction of the conditions precedent to each of SiriusXM’s obligations to consummate the Merger set forth in Section 7.1 and Section 7.2, the Financing will, together with other conditions funds available to SiriusXM, provide SiriusXM and its Subsidiaries with cash proceeds on the Closing Date sufficient for the satisfaction in full of all cash obligations required to consummate the Transactions on the Closing Date including, but not limited to, payment of any fees and expenses due and owing under the Debt Commitment Letter and Fee Letter on the Closing Date (such amounts, collectively, the “Financed Amounts”). SiriusXM Radio has paid in full any and all commitment or other fees required by the Debt Commitment Letter and the Fee Letter that are due as of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereindate hereof. As of the date hereof, there are no side letters letters, arrangements or other agreements, Contracts or arrangements of any kind relating to the Financing (other than as set forth in the Debt Commitment Letters, the Fee Letter and the Engagement Letters) that could affect the availability, conditionality, enforceability or understandings aggregate principal amount of the Financing contemplated by the Debt Commitment Letter. As of the date hereof, there are no conditions precedent related to which Parent the funding of the full amount of the Financing or any Equity Investor is a party contingencies that would adversely affect permit the Lenders to reduce the total amount of the Financing below the amount necessary to pay the Financed Amounts (including any condition or other contingency relating to the amount or availability of the Equity Financing on the Closing Datepursuant to any “flex” provision), other than as expressly explicitly set forth in the Equity Financing Commitments. (b) SiriusXM has delivered to Liberty and SplitCo true and complete copies of (i) executed engagement letters and any related term sheet, dated as of the date hereof (the “Engagement Letters”), from the parties thereto, pursuant to which, and subject to the terms and conditions of which, SiriusXM Radio proposes to obtaining debt financing in an amount equal to the Financed Amount in lieu of the Financing (the “Alternative Financing”) and (ii) all fee letters (collectively, the “Fee Letter”) relating to the Debt Commitment Letter provided to and the Company on Engagement Letters (if any). (c) In no event shall the receipt or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt any funds or financing (including, for the avoidance of doubt, the Financing or the Alternative Financing) by SiriusXM or any of its respective Affiliates or any other financing or other transactions be a condition to any of SiriusXM’s obligations under this Agreement.

Financing. (a) Parent has delivered to the Company true, correct true and complete copies, copies as of the date hereof, of this Agreement of (i) each a fully executed Equity Commitment Letter debt commitment letter, dated as of the date of this Agreement (the financing provided for therein being collectively referred to as including all exhibits and schedules thereto, the “Equity FinancingDebt Commitment Letter”) ), by and among inter alia Parent and the Financing Parties specified therein and (ii) a fully the executed commitment letter fee letter, dated the date of this Agreement, referenced therein, relating to fees and other terms with respect to the Debt Financing contemplated by such Debt Commitment Letters (with only fee amounts and customary “flex” terms redacted, none of which redacted provisions could affect the conditionality, enforceability, availability, or aggregate principal amount of the Debt Financing) (the “Fee Letter” and together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified thereinDebt Commitment Letter, the “Debt Financing Commitment Letter” and, together with Letters”). Pursuant to the Equity Debt Commitment Letters, the “Financing Commitment Letters”) and subject to provide, on the terms and subject only conditions thereof, the Financing Parties party thereto have committed to the conditions expressly stated therein, debt financing in provide Parent and/or its Subsidiary party thereto with the amounts set forth therein; provided that fee amounts and pricing termsin the Debt Commitment Letters for the purposes set forth therein (the debt financing contemplated in the Debt Commitment Letters, together with any replacement debt financing, including terms any bank financing or debt securities issued in lieu thereof, the “Debt Financing”). (b) As of the date of this Agreement, the Debt Commitment Letters are in full force and effect and the respective commitments thereunder have not been withdrawn, rescinded, reduced or terminated, or otherwise amended or modified in any respect and, to the Knowledge of Parent, no termination, reduction, withdrawal, rescission, amendment or modification is contemplated (other than as set forth therein with respect to “market flex” rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and other commercially sensitive informationsimilar entities who had not executed the Debt Commitment Letters as of the date of this Agreement), and the Debt Commitment Letters, in the fee letter entered into in connection with form so delivered, constitute the Debt Financinglegal, may have been redacted valid and binding obligations of, and are enforceable against, Parent, its Subsidiary party thereto and, to the extentKnowledge of Parent, each of the other non-affiliated parties thereto, subject, in each case, they are Permissible Redacted Terms. As of to the Enforceability Exceptions. (c) Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Commitment Letters to be paid on or before the date hereofof this Agreement, none and will pay in full any such amounts as and when due and payable on or before the Closing Date. Except as expressly set forth in the Debt Commitment Letters, there are no conditions precedent to the obligations of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, Parties party thereto to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and provide the Debt Financing is funded in accordance with or any contingencies that would permit the Financing Parties party thereto to reduce the aggregate principal amount of the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming Financing. Assuming the satisfaction of the conditions set forth in Section 7.02(a6.3(a) and Section 7.02(b) 6.3(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 any of the Debt Commitment Letters on or prior to the Closing Date, nor does Parent have knowledge as of the date of this Agreement that any Financing Party party thereto will not perform its obligations thereunder. Each Financing Commitment Except for customary engagement letters and for the redacted Fee Letter is enforceable against Parent, Merger Sub (provided to the extent Company in accordance with clause (a) above, as of the date of this Agreement, there are no contracts, agreements, “side letters” or other arrangements to which Parent or Merger Sub any of its Subsidiaries is a party thereto) and, relating to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization Debt Commitment Letters or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. the Debt Financing. (d) As of the date hereofof this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would constitutes, or would reasonably be expected to constitute constitute, a default or breach on the part of by Parent or Merger Sub its Subsidiaries or, to the knowledge Knowledge of Parent, any other parties party thereto, under of any term of the Financing Debt Commitment Letters. Assuming The Debt Financing, when funded in accordance with the satisfaction Debt Commitment Letters and giving effect to any “flex” provision in or related to the Debt Commitment Letters (including with respect to fees and original issue discount), together with cash and the other sources of the conditions set forth in Section 7.01 and Section 7.02 immediately funds available to Parent on the Closing Date, as shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s obligations under this Agreement and the Debt Commitment Letters, including the payment of the date hereofCash Consideration, Parent does not have the Preferred Merger Consideration and any reason to believe that the full amount under the Financing Commitment Letters will not be available to fees and expenses of or payable by Parent or Merger Sub on the Closing Date. As or Parent’s other Affiliates, and for any repayment or refinancing of any outstanding indebtedness of the date hereofCompany and/or its Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Debt Commitment Letters (such amounts, collectively, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity “Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Amounts”). (e) Parent and Merger Sub expressly acknowledge and agree that their obligation obligations under this Agreement to consummate the Merger and pay or any of the Aggregate Merger Consideration is other transactions contemplated by this Agreement, are not subject to, or conditioned on on, the receipt or availability of any funds or the Debt Financing.

Financing. Parent has delivered to the Company true, (i) a correct and complete copiesfully executed copy of the commitment letter, dated as of the date hereof, among Parent, Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd., including all exhibits, schedules and annexes to such letter in effect as of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) date of this Agreement and (ii) a correct and complete fully executed commitment letter copy of the fee letters referenced therein (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified thereintogether, the “Debt Financing Commitment Letter” and, together with ”) (it being understood that each such fee letter has been redacted to remove the Equity Commitment Lettersfee amounts, the “Financing Commitment Letters”) to provide, on the terms rates and subject only to the conditions expressly stated therein, debt financing amounts included in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive informationeconomic terms that could not adversely affect the conditionality, in the fee letter entered into in connection with enforceability, termination or aggregate principal amount of the Debt Financing). Pursuant to, may have been redacted and subject to the extentterms and conditions of, the Debt Commitment Letter, the commitment parties thereunder have committed 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 each casesuch Debt Commitment Letter. The Debt Commitment Letter has not been amended, they are Permissible Redacted Terms. As restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the date hereof, none of respective commitments contained in the Financing Debt Commitment Letters has Letter have not been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, otherwise modified in any respect prior to the extent related to any Person that is not an Affiliate execution and delivery of Parentthis Agreement and, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment restatement or other modification in any respect is contemplated (except as contemplated or as permitted as of the date hereof in the Debt Commitment Letter). As of the execution and restatementdelivery of this Agreement, modification or waiverthe Debt Commitment Letter is in full force and effect and constitutes the legal, except valid and binding obligation of each of Parent and, to the extent any such amendment is not prohibited under this Agreement. Assuming knowledge of Parent, the Equity Financing is funded other parties thereto, enforceable in accordance with its terms against Parent and, to the Equity Commitment Letters knowledge of Parent, each of the other parties thereto, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity. There are no conditions precedent related to the funding of the full amount of the Debt Financing is funded in accordance with pursuant to the Debt Financing Commitment Letter, other than as applicableexpressly set forth in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, and assuming the accuracy of the Company’s representations and warranties contained in Article 4 and compliance by the Company with its covenants contained in Article 6 and Article 8, in each case, in all material respects, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by from the Debt Financing Commitment LetterFinancing, will together with other financial resources of Parent and its Subsidiaries, will, in the aggregate, be sufficient for Parentthe payment of the Merger Consideration, Merger Sub and the Surviving Corporation to pay the any other amounts required to be paid pursuant to Article 2 and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereofexecution and delivery of this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has (i) no reason to believe that any event has occurred which, which would constitute a breach or default (or an event which with notice or without notice, lapse of time or both, both would or would reasonably be expected to constitute a default default) or breach result in a failure to satisfy a condition precedent, in each case, on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties theretoparty to the Debt Commitment Letter, under any of the Financing Debt Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 Letter, and Section 7.02 on the Closing Date, as of the date hereof, (ii) Parent does not have any reason to believe that any of the full amount conditions to the Debt Financing will not be satisfied or that the Debt Financing or any other funds necessary for the satisfaction of all of Parent’s and its Subsidiaries’ obligations under the Financing Commitment Letters this Agreement will not be available to Parent or Merger Sub on the Closing Date. As , in each of clauses (i) and (ii), assuming the accuracy of the date hereofCompany’s representations and warranties contained in Article 4 and compliance by the Company with its covenants contained in Article 6 and Article 8, the Equity Commitment Letter contains in each case, in all of the conditions precedent and material respects. Parent and/or its Subsidiaries have fully paid all commitment fees or other conditions fees to the obligations extent required to be paid on or prior to the date of this Agreement in connection with the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereinDebt Financing. As of the date hereof, there are no side letters or other agreements, contracts or arrangements or understandings related to which the funding of the Debt Financing. The obligations of Parent and the Merger Subsidiary hereunder are not subject to any condition regarding Parent’s or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided Person’s ability to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate obtain financing for the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingother transactions contemplated by this Agreement.

Financing. Parent has delivered to the Company true, correct and complete copies, as of the date hereof, of (ia) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 9.02(a), Section 9.02(b) and Section 7.02 on the Closing Date9.02(c), Parent has no reason available to believe that any event has occurred whichit, with or without notice, lapse of time or both, would or would reasonably be expected will have available to constitute a default or breach on the part of Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, it as of the date hereofthe Closing is required to occur pursuant to Section 2.01, immediately available funds to enable it to consummate the Merger pursuant to the terms of this Agreement, including to pay all Merger Consideration for all of the shares of Company Stock on a fully-diluted basis, to make all payments in respect of the Company Stock Options, Company Restricted Shares, Company Performance Shares and Company Restricted Stock Units to pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives, and to make all other payments required by this Agreement and the Financing. (b) Parent does not have any reason has delivered to believe the Company true and complete copies of fully executed commitment letters, dated on the date hereof (including the exhibits and annexes thereto, the “Debt Commitment Letters”), from the lenders party thereto (the “Lenders”) confirming their respective commitments to provide Parent with debt financing in connection with the transactions contemplated hereby (the “Financing”) (for the avoidance of doubt, it being acknowledged and agreed that Parent may amend the full amount under the Financing Debt Commitment Letters will to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not be available to Parent or Merger Sub on the Closing Date. As executed any Debt Commitment Letter as of the date hereof, of this Agreement; provided that no such addition shall relieve the Equity original Lenders of their obligations under the Debt Commitment Letter contains all Letters prior to the initial funding of the conditions precedent and other conditions Financing, except as set forth in the Debt Commitment Letters with respect to the obligations “Additional Initial Lenders” (as defined thereunder)). (c) Parent has delivered to the Company on or prior to the date hereof true, correct and complete copies of any fee letters executed in connection with the parties thereunder to make Debt Commitment Letters (the full amount of the Equity Financing available to Parent on “Fee Letters”) which have been redacted in a manner required by the terms thereinthereof. As of the date hereof, there are no side letters or other agreements, contracts or arrangements or understandings related to which Parent or any Equity Investor is a party that would adversely affect the availability funding of the Equity Financing on the Closing DateFinancing, other than as expressly set forth in the Equity Debt Commitment Letter provided Letters and the Fee Letters and delivered to the Company on or prior to the date of this Agreement, that could adversely affect the availability of the full amount of the Financing. (d) Each of the Debt Commitment Letters is in full force and effect and is a valid and binding obligation of Parent and the other parties thereto, except (i) to the extent that enforceability may be limited by the Bankruptcy and Equity Exception and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. As of the date hereof. Each Equity , none of the Debt Commitment Letter providesLetters have been amended or modified (other than such amendments or modifications attached thereto that have been provided to the Company) in any respect, and will continue the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in a manner that would adversely affect or delay in any respect the availability of the full amount of the Financing at the Closing. As of the date hereof, 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), or the failure of any condition on the part of Parent under the Debt Commitment Letters or on the part of the Lenders that would adversely affect or delay in any respect the availability of the full amount of the Financing at the Closing. There are no conditions precedent to providethe funding of the full amount of the Financing other than the conditions precedent set forth in the Debt Commitment Letters. Assuming the satisfaction or waiver of the conditions set forth in Section 9.02(a), Section 9.02(b) and Section 9.02(c), Parent has no reason to believe that the Company is a third party beneficiary thereof as Financing will not be available on the Closing Date. Assuming the satisfaction or waiver of the conditions set forth thereinin Section 9.02(a), Section 9.02(b) and Section 9.02(c) and subject to the terms of the Debt Commitment Letters, the aggregate proceeds of the Financing are in an amount sufficient to consummate the Merger upon the terms contemplated by this Agreement (including to pay the Merger Consideration for all of the shares of Company Stock on a fully diluted basis and to make all payments in respect of the Company Stock Options, Company Restricted Shares, Company Performance Shares and Company Restricted Stock Units), to make any repayment or refinancing of debt contemplated in this Agreement or the Debt Commitment Letters, and to pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives pursuant to this Agreement and the Financing. Parent (or an Affiliate thereof) has fully paid or caused to be paid any and all commitment fees or other fees required by the Debt Commitment Letters to be paid to the extent the same are due and payable on or before the date of this Agreement. (e) Parent acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, the consummation of the Financing shall not be a condition to the obligation of Parent and Merger Sub acknowledge and agree that their obligation Subsidiary to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingother transactions contemplated hereby.

Financing. (a) Neither Parent has delivered nor Merger Sub shall agree to or permit any termination, amendment, replacement, supplement or other modification of, or waiver of any of its rights under, the Debt Commitment Letter without the Company’s prior written consent if such termination, amendment, replacement, supplement, modification or waiver would (i) add new conditions (or modify any existing condition in a manner adverse to Merger Sub) to the consummation of the Debt Financing, (ii) reduce the amount of the Debt Financing such that the aggregate funds that would be available on the Closing Date, together with other immediately available financial resources of Parent, would not be sufficient to pay the Required Funding Amount, (iii) materially and adversely affect the ability of Merger Sub to enforce its rights against the other parties to the Debt Commitment Letter or (iv) reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger and the other transactions contemplated hereby; provided, however, that the Commitment Letter may be amended or supplemented to add lenders, lead arrangers, underwriters, bookrunners, syndication agents or similar entities that had not executed the Commitment Letter as of the date hereof. Parent shall reasonably promptly deliver to the Company true, correct and complete copiescopies of any such amendment, as replacement, supplement or other modification or waiver of the date hereofDebt Commitment Letter. Parent shall have the right to substitute, with proceeds of (i) each fully executed Equity capital markets, securities or other financing transactions, all or any portion of the Debt Financing contemplated by the Debt Commitment Letter (by reducing commitments under the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, in each case so long as such proceeds received by Parent or Merger Sub, together with the Equity amount of the proceeds contemplated from the Financing, after giving effect to such reduction of the commitments under the Debt Commitment LettersLetter, together with cash on hand and other available resources of Parent, will, in the aggregate, be not less than the Required Funding Amount. For purposes of this Section 8.12, (1) the term “Debt Financing” shall be deemed to include the financing contemplated by the Debt Commitment Letter as amended, replaced, supplemented, modified or waived in accordance with this Section 8.12 (including any Alternative Financing), and (2) the term “Debt Commitment Letter” shall be deemed to include the Debt Commitment Letter as may be amended, replaced, supplemented, modified or waived in accordance with this Section 8.12 and any commitment letters related to any Alternative Financing. (b) Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and use reasonable best efforts to do, or cause to be done, all things necessary, proper and advisable to (i) maintain the Debt Commitment Letter in effect in accordance with its terms until the Transactions (including the Merger) are consummated or this Agreement is terminated in accordance with its terms, (ii) negotiate and enter into definitive agreements for the Debt Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated thereinof the Debt Commitment Letter or on other terms agreed by Parent (subject to the restrictions on amendments and modifications of the Debt Commitment Letter set forth in Section 8.12(a)), debt financing (iii) enforce Parent’s and Merger Sub’s rights under the Debt Commitment Letter, and (iv) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all conditions to funding applicable to Parent and Merger Sub in the amounts Debt Commitment Letter that are within its control and, in the event that all conditions to funding in the Debt Commitment Letter are satisfied at or prior to Closing, consummate the Debt Financing at or prior to the Closing. (c) In the event any portion of the Debt Financing expires, terminates or becomes unavailable, Parent shall promptly notify the Company in writing and use reasonable best efforts to arrange alternative financing from the same or alternative sources to replace such portion in order that Parent will have Debt Financing in an amount, together with other immediately available financial resources of Parent, not less than the Required Funding Amount (the “Alternative Financing”). In respect of certainty of funding and conditionality, such Alternative Financing must (x) be equivalent in all material respects, taken as a whole, to (or more favorable to Parent and Merger Sub than) the conditions set forth thereinwith respect to such portion of the Debt Financing, as in effect on the date hereof, that is being replaced by the Alternative Financing and (y) not reasonably be expected to prevent or materially delay the Closing; provided provided, however, that Parent shall not be required to obtain financing that includes terms and conditions materially less favorable (taken as a whole and taking into account any “market flex” provision) to Parent and Merger Sub (as determined in the reasonable judgment of Parent), in each case relative to those in the Debt Financing being replaced. Parent shall promptly deliver to the Company true, correct and complete copies of all material agreements related to any such Alternative Financing following the execution thereof; provided, however, that any fee amounts amounts, pricing caps and pricing other economic terms, including terms of and the rates and amounts included in the “market flex” provisions (but not covenants) and other commercially sensitive information, customary provisions in the fee letter entered into in connection with the Debt Financing, such material agreements may have been be redacted to the extent, in each case, they are Permissible Redacted Terms. (d) The Company shall, and shall cause its Subsidiaries to and shall use reasonable best efforts to cause its and their respective Representatives to, provide, on a timely basis, all cooperation reasonably requested by Parent in connection with any Debt Financing (the term “Debt Financing,” for the purposes of this Section 8.12, shall include any capital markets equity, debt or hybrid financing sought by Parent in lieu or replacement of all or any portion of the Debt Financing contemplated by the Debt Commitment Letter) or any other unaffiliated debt financing sought by Parent in connection with the Merger, including providing access to or furnishing promptly required financial and other information consistent with Section 6.5. As The Company hereby consents to the use of its and its Subsidiary’s logos in connection with the Debt Financing; provided, however, that such logos are used solely in a manner that does not violate any contractual obligation of the Company and its Subsidiaries as of the date hereofhereof and will comply with the Company’s and its Subsidiaries’ usage requirements to the extent made available to Parent prior to the date of this Agreement and is not intended to, nor reasonably likely to, harm or disparage the Company and its Subsidiaries. (e) Notwithstanding anything in Section 8.12(d), none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated Company or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification its Subsidiaries shall be required to (i) pay or waiver has occurred, and, agree to pay any commitment or other fee prior to the extent related to Closing in connection with the Debt Financing, (ii) incur any Person that is not an Affiliate of Parent, liability or give any indemnity in connection with the Debt Financing prior to the knowledge Closing, (iii) execute prior to the Closing any definitive financing documents (other than customary representation and authorization letters), including any other certificates or documents in connection with the Debt Financing, except for any execution of Parentdocuments that are conditioned upon the Closing, there is no condition existing (iv) take any corporate actions prior to the Closing to permit the consummation of the Debt Financing (except for any corporate actions that are conditioned upon the Closing), (v) make any certifications that it does not reasonably in good faith believe to be true, (vi) take any action that would require any director, officer or employee of the Company or any of its Subsidiaries to execute any document, agreement, certificate or instrument that would be effective prior to the Closing (other than customary authorization letters), (vii) take any action that would unreasonably interfere with the ongoing business or operation of the Company or any of its Subsidiaries or cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Parent or Merger Sub, (viii) disclose any information to Parent, the Equity Investor or any of its or their respective Affiliates or any prospective lender or any their respective Representatives if doing so would result in the waiver of any legal privilege or work product protection of any of the Company or its Subsidiaries (provided, however, that the Company shall give notice to Parent of the fact that it is withholding information pursuant to this clause (viii), and thereafter use its commercially reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which such withdrawalrestrictions apply), termination(ix) take any action that would conflict with or violate the Organizational Documents of the Company or any of its Subsidiaries or applicable Law or (x) cause any director, repudiationofficer or employee of the Company or any of its Subsidiaries to incur any personal liability. (f) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Affiliates and Representatives from and against any out-of-pocket costs or expenses (including reasonable attorneys’ fees), rescissionjudgments, amendmentfines, amendment losses, claims, or damages suffered or incurred by any of them in connection with the arrangement of the Debt Financing and restatement, modification any information utilized in connection therewith (other than information provided by the Company or waiver, any of its Subsidiaries expressly for use in connection therewith) except to the extent any such amendment is not prohibited under this Agreement. Assuming cost or expense, judgment, fine, loss, claim, or damage results from the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letterbad faith, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase willful misconduct or refinancing of debt gross negligence of the Company and or any of its Subsidiaries contemplated by this Agreementor their respective Representatives. (g) Parent shall, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to at the Closing Date in connection with the consummation of the transactions contemplated by (or, if this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto terminated in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As promptly following written request of the date hereofCompany (together with reasonable supporting documentation)), reimburse the Financing Commitment Letters are Company, its Subsidiaries and their respective Affiliates and Representatives for all reasonable and documented out-of-pocket fees, costs and expenses (including reasonable attorneys’ and accountants’ fees) incurred by the Company, its Subsidiaries and their respective Affiliates and Representatives in full force connection with the arrangement, syndicating, consummating and effect and assuming the satisfaction or waiver obtaining, as applicable, of the conditions set forth Debt Financing and any cooperation provided by the Company, its Subsidiaries and their respective Affiliates and Representatives in accordance with this Section 7.01 8.12. (h) Parent shall give the Company prompt written notice (and Section 7.02 on the Closing Date, Parent has no reason to believe that in any event has occurred whichwithin three Business Days) after the occurrence of any of the following: (i) if for any reason, with all or without notice, lapse a portion of time the Debt Financing under the Debt Commitment Letter becomes unavailable or both, would or would reasonably be expected to constitute a default or breach on the part of Parent no longer believes in good faith that it or Merger Sub or, will be able to the knowledge of Parent, obtain all or any other parties thereto, under any portion of the Debt Financing Commitment Letters. Assuming contemplated by the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Debt Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters described therein and (ii) any event or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party circumstance that would could materially and adversely affect impact the availability of the Equity Debt Financing on contemplated by the Debt Commitment Letter; provided, however, that, with respect to clauses (i) and (ii), in no event will Parent be under any obligation to disclose any information pursuant to this Section 8.12(h) that is subject to any legal privilege or work product protection. (i) Notwithstanding anything herein to the contrary, Parent hereby acknowledges and agrees that obtaining the Financing, including the Debt Financing or any Alternative Financing, is not a condition to the Merger or the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided or to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent Parent’s and Merger Sub acknowledge and agree that their obligation to consummate Sub’s obligations under this Agreement, including payment of the Merger and pay the Aggregate aggregate Merger Consideration is not conditioned on the availability of Debt Financingand payments pursuant to Section 2.6.

Financing. (a) Parent has delivered provided to the Company true, correct a true and complete copies, as copy of the date hereof, of (i) each a fully executed Equity Commitment Letter (the financing provided for therein being collectively referred pursuant to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with which the Equity Commitment LettersFinancing Sources have committed, the “Financing Commitment Letters”) subject to provide, on the terms and subject only to the conditions expressly stated set forth therein, debt financing to invest in Parent the cash amounts set forth therein; provided that fee amounts and pricing terms, including terms of therein as Equity Financing (the “market flex” and other commercially sensitive information, in the fee letter entered into in connection Equity Financing together with the Debt Financing, may have been redacted the “Financing”). The obligation of the Equity Financing Sources to fund the extent, commitments under the Equity Commitment Letter is not subject to any condition that is not set forth expressly in each case, they are Permissible Redacted Termsthe Equity Commitment Letter. As of the date hereofof this Agreement, none of the Financing Equity Commitment Letters Letter (i) has not been amended or modified and the commitment contained in the Equity Commitment Letter has not been withdrawn, terminated, repudiated, terminated or rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such amendment, modification, withdrawal, terminationtermination or rescindment is contemplated, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that (ii) is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming constitutes the satisfaction or waiver of the conditions set forth in Section 7.01 legal, valid and Section 7.02 on the Closing Date, Parent has no reason to believe that any 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 binding obligation of Parent or Merger Sub or, and each Equity Financing Source (except to the knowledge extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity), and (iii) there are no other Contracts, agreements or side letters to which Parent, any other parties thereto, under Merger Subs or any of their respective Affiliates is a party relating to the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Datefunding or investing, as applicable, of the date hereof, Parent does not have any reason to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing DateFinancing, other than as expressly set forth in the Equity Commitment Letter Letter. (b) Parent has provided to the Company on or prior true and complete copies of the fully executed debt commitment letter, dated as of the date hereof (together with any related exhibits, schedules, annexes, supplements, term sheets and other agreements and the Debt Fee Letter, the “Debt Commitment Letter”), between Parent and the Lender-Related Parties party thereto (such Persons that are party thereto, the “Lenders”) pursuant to which the Lenders have committed, subject to the date hereof. Each Equity Commitment Letter provides, terms and will continue to provide, that the Company is a third party beneficiary thereof as conditions set forth therein. Parent , to provide all or a portion of the commitments set forth therein for the purposes of financing the Mergers and Merger Sub acknowledge related fees and agree expenses (the “Debt Financing”), together with the fee letter referenced in the Debt Commitment Letter (the “Debt Fee Letter”) (except that their obligation to consummate the Merger fee amounts, other economic terms, “market flex” provisions and pay the Aggregate Merger Consideration is not conditioned on other customary provisions (none of which would adversely affect the availability of the Required Amount on the Closing Date or conditions to receipt of the Debt Financing) set forth therein have been redacted).

Financing. Parent has (a) The aggregate proceeds of the Debt Financing contemplated by the Commitment Letter to be funded on the Closing Date (together with cash on hand of the Evolent Entities) are sufficient for the Evolent Entities to pay in full the Aggregate Initial Cash Consideration and the fees and expenses incurred by the Evolent Entities or Merger Sub and all other amounts payable in cash pursuant to this Agreement and the other documents contemplated hereby or otherwise necessary to consummate all the transactions contemplated hereby and thereby, in each case, to the extent such amounts are due and payable on the Closing Date (such amounts, the “Required Amounts”).. (b) The Evolent Entities have delivered to the Company (i) a true, complete and correct and complete copies, copy of the Commitment Letter as of in effect on the date hereof, of (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibitstrue, schedules, complete and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms correct copy of the “market flex” and other commercially sensitive information, in the any fee letter entered into in connection with the Debt FinancingCommitment Letter (including all exhibits, may have been redacted to the extentattachments, in each case, they are Permissible Redacted Terms. As appendices and schedules thereto as of the date hereof, the “Fee Letters”); provided that the fees and similar economic terms, including any economic flex provisions (none of which could affect the Financing conditionality, enforceability, timing, availability, termination or aggregate principal amount of the Debt Financing) in a copy of any Fee Letter may be redacted in a customary manner. The Commitment Letters Letter has not been amended, waived, supplemented or modified and the obligations and commitments contained such Commitment Letter have not been withdrawn, terminated, repudiated, terminated or rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such amendment, waiver, supplement, modification, withdrawal, terminationtermination or rescindment is pending. The Commitment Letter is in full force and effect as of the date hereof and constitutes a legal, repudiation, rescission, amendment, amendment valid and restatement, modification or waiver has occurred, binding obligation of Parent and, to the extent related to any Person that is not an Affiliate of ParentPurchaser’s Knowledge, to the knowledge of Parenteach other party thereto, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a such party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except except, in each case, as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Applicable Laws affecting creditors’ rights generally and by general principles of equityequity affecting the availability of specific performance and other equitable remedies. As of The Evolent Entities have fully paid any and all commitment fees or other fees in connection with the Commitment Letter and the Fee Letters that are payable on or prior to the date hereof, if any. There are no side letters or other Contracts or arrangements related to the Debt Financing other than as expressly set forth in the Commitment Letters are Letter furnished to the Company pursuant to this Section 6.9. The Commitment Letter is not subject to any conditions or other similar contingencies (including pursuant to any “flex” provisions in full force the related fee letter or otherwise) other than as expressly set forth therein and effect and assuming not redacted in the satisfaction or waiver of version provided to the Company. Assuming the conditions set forth in Section 7.01 and Section 7.02 on the Closing DateArticle 3 are satisfied at Closing, Parent has no reason to believe that any 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 Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 to the Debt Financing will not be satisfied or the full amount of the Debt Financing will not be available to Evolent Entities on the Closing Date, and Parent is not aware of the existence of any fact or event as of the date hereof, Parent does not have any reason hereof that would be reasonably expected to believe that the full amount under the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other cause such conditions to the obligations of the parties thereunder Financing not to make be satisfied or the full amount of the Equity Debt Financing not be available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on and the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided not to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingoccur.

Financing. (a) Each of Parent and Merger Sub affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Parent or Merger Sub obtains debt financing for or related to any of the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, Parent has received and accepted an executed commitment letter, dated as of the date of this Agreement (as amended, restated, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.6, the “Debt Financing Commitments”), from Healthcare Financial Solutions, LLC, Pacific Western Bank and The Private Bank and Trust Company (collectively with any other additional lead arrangers, bookrunners, managers, arrangers, agents, co-agents or lenders who become party to the Debt Financing Commitments, the “Lenders”), pursuant to which the Lenders have agreed, subject to the terms and conditions thereof, to provide the debt amounts set forth therein. The debt financing committed pursuant to the Debt Financing Commitments is collectively referred to in this Agreement as the “Debt Financing.” Parent has delivered to the Company a true, complete and correct copy of the executed Debt Financing Commitments and complete copiescopies of the fee letters related to the Debt Financing (with only fee amounts, pricing caps, market flex and other economic terms redacted) (as amended, restated, modified, supplemented, replaced or extended, the “Fee Letters”). (b) Parent has received and accepted an executed equity commitment letter, dated as of the date hereofof this Agreement, and Parent has delivered to the Company a duly executed equity commitment letter, dated as of the date hereof (i) each fully executed Equity Commitment Letter (the financing provided for therein being collectively referred as may be amended, restated, modified, supplemented, replaced or extended in compliance with Section 6.6, including all exhibits, schedules and annexes to as such letter, the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment LetterCommitments” and, together with the Equity Commitment LettersDebt Financing Commitments, the “Financing Commitment LettersCommitments”) from RoundTable Healthcare Partners IV, L.P. and RoundTable Healthcare Investors IV, L.P. pursuant to providewhich such parties have agreed, on subject to the terms and subject only conditions thereof, to invest in Merger Sub up to $140,300,000 in equity financing. The Equity Financing Commitments provide that the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts Company is a third-party beneficiary thereof and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with the Debt Financing, may have been redacted is entitled to the extentenforce such agreement, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, subject to the extent related terms and conditions thereof. The cash equity committed pursuant to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing Commitments is funded referred to in accordance with this Agreement as the “Cash Equity.” Parent hereby represents and warrants that each of the representations and warranties of Parent set forth in the Equity Commitment Letters Letter is true and the Debt Financing is funded correct in accordance with the Debt Financing Commitment Letter, all respects. (c) Except as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions expressly set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As copies of the date hereof, the Equity Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any 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 Parent, any other parties thereto, under any of the Financing Commitment Letters. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing DateCommitments, as of the date hereofof this Agreement, Parent does not have any reason there are no side letters or other Contracts related to believe that the full amount under funding or investing as applicable, which expand the Financing Commitment Letters will not be available conditions precedent to Parent or Merger Sub on the Closing Date. As obligations of the date hereofRoundTable Healthcare Partners IV, L.P. and RoundTable Healthcare Investors IV, L.P. to provide the Equity Commitment Letter contains Financing and the Equity Financing Commitments contain all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms thereintherein and no portion of the Equity Financing is subject to any reduction, contingency or conditions other than those set forth in the Equity Financing Commitments. The Equity Financing Commitments have not been amended, supplemented or modified, and no provision thereof has been waived, prior to the date hereof, no such amendment, restatement, supplement, modification or waiver is contemplated or pending, and the commitments contained in the Equity Financing Commitments have not been withdrawn, terminated or rescinded in any respect, and no such withdrawal, termination or rescission is contemplated. Assuming satisfaction of the conditions set forth in Section 7.1 and Section 7.2, (i) Parent does not believe, as of the date of this Agreement, that it will be unable to satisfy on a timely basis all material conditions to be satisfied by it in the Equity Financing Commitments at the time it is required to consummate the Closing, and (ii) as of the date of this Agreement, neither RoundTable Healthcare Partners IV, L.P. nor RoundTable Healthcare Investors IV, L.P. has breached in any material respect any of its obligations under the Equity Financing Commitments. (d) Assuming satisfaction of the conditions set forth in Section 7.1 and Section 7.2, the Cash Equity, together with the cash and cash equivalents of the Company and the Company Subsidiaries, when funded in accordance with the Equity Financing Commitments, 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 Equity Financing Commitments, including the payment of the Merger Consideration and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation in connection with the Merger and the Equity Financing (such amounts, collectively, the “Required Amount”), in each case at the Closing. (e) As of the date of this Agreement, the Equity Financing Commitments are binding obligations of Parent and each of the other parties thereto (except to the extent enforcement may be limited by the Bankruptcy and Equity Exception) 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 material default or breach on the part of Parent or the other parties thereto under the terms and conditions of the Equity Financing Commitments as of the date of this Agreement. Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Equity Financing Commitments on or before the date of this Agreement. As of the date hereofof this Agreement, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of (i) the Equity Financing on Commitments have not been modified, amended or altered and (ii) the Closing Date, other than as expressly set forth in respective commitments under the Equity Commitment Letter provided to the Company on Financing Commitments have not been withdrawn or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingrescinded.

Financing. Parent Concurrently with the execution of this Agreement, the Buyer has delivered to the Company true, correct Sellers Representative a true and complete copiescopy of an executed commitment letter, dated as of July 16, 2021, from the date hereof, of investors party thereto (i) each fully executed the "Equity Commitment Letter (Letter"), pursuant to which such investors have committed to invest in the financing provided for therein being collectively referred Buyer the cash amounts necessary to as satisfy the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified thereinInitial Purchase Price, the “Debt Financing Commitment Letter” andSettlement Amounts, together with other payment obligations of Buyer pursuant to this Agreement and all fees and expenses incurred by the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms of the “market flex” and other commercially sensitive information, in the fee letter entered into Buyer in connection with the Debt transactions contemplated by this Agreement and the Ancillary Agreements (the "Equity Financing"). The Equity Commitment Letter is a legal, may have been redacted valid and binding obligation of the Buyer and each other party thereto, enforceable against the Buyer and each such other party in accordance with its terms, and is in full force and effect. The Equity Commitment Letter provides, and will continue to provide, that the Seller Representative is a third-party beneficiary thereof and is entitled to enforce such agreement to the extent, in each case, they are Permissible Redacted Termsextent provided therein. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated no event or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any event circumstance 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 the Buyer or Merger Sub or, to the knowledge of Parent, any other parties thereto, under any of the Financing other parties thereto under the Equity Commitment Letters. Assuming Letter, and assuming the satisfaction of the conditions to closing set forth in Section 7.01 Sections 8.1 and Section 7.02 on the Closing Date8.3, as of the date hereof, Parent does not have any hereof the Buyer 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 the full amount under Buyer contained in the Financing Equity Commitment Letters will not be available to Parent or Merger Sub on the Closing DateLetter. As of the date hereof, the Equity Commitment Letter contains all has not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect (and no such amendment or modification is contemplated), and assuming the satisfaction of the conditions to closing set forth in Sections 8.1 and 8.3, as of the date hereof the Buyer has no reason to believe that the Equity Financing contemplated by the Equity Commitment Letter will not be available as of the Closing. There are no conditions precedent and or other conditions contingencies related to the obligations funding of the parties thereunder to make the full amount amounts of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing DateFinancing, other than as expressly set forth in the Equity Commitment Letter provided Letter. There are no agreements, side letters or arrangements to which the Buyer or its Affiliates are a party relating to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that or the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Equity Financing.

Financing. (a) Parent has delivered to the Company true, complete and correct and complete copiescopies of (i) an executed commitment letter, dated as of the date hereof, of between Parent and the Guarantors (i) each fully executed the “Equity Commitment Letter Letter”), pursuant to which the Guarantors has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein (the financing provided for therein being collectively referred to as the “Equity Financing”), (ii) an executed rollover commitment letter (the “Rollover Letter”) from the Rollover Stockholder to contribute to Parent, directly or indirectly and subject to the terms and conditions therein, the amount of Shares set forth therein (the “Rollover Investment”) and (iiiii) a fully executed commitment letter letters, dated as of the date hereof, among Parent, Merger Sub and the counterparties thereto (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment LetterLetters” and, together with the Equity Commitment LettersLetter, the “Financing Commitment Letters”) ), pursuant to providewhich the counterparties thereto have committed, on subject to the terms and subject only conditions thereof, to the conditions expressly stated therein, debt financing in lend the amounts set forth therein; provided that fee amounts and pricing terms, including terms of therein (the “market flexDebt Financing” and, together with the Equity Financing, the “Financing”). Parent has also delivered to the Company a true, complete and other commercially sensitive information, in the correct copy of any fee letter entered into in connection with the Debt Financing, Commitment Letters (it being understood that any such fee letter provided to the Company may have been be redacted to omit the extentnumerical amounts provided therein) (any such fee letter, a “Fee Letter”). (b) None of the Financing Letters nor the Rollover Letter has been amended or modified prior to the date of this Agreement (provided that the existence or exercise of the “flex” provisions contained in each casethe Fee Letters shall not constitute an amendment or modification of the Financing Letters), they are Permissible Redacted Termsand, as of the date hereof, the respective commitments contained therein have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, none there are no other agreements, side letters or arrangements to which Parent or Merger Sub is a party relating to the funding or investing, as applicable, of the full amount of the Financing Commitment or the Rollover Investment other than (x) as expressly set forth in the Financing Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waivedthe Rollover Letter and delivered to the Company prior to the entry into force of this Agreement, and no such withdrawal(y) the Fee Letters. (c) Assuming the accuracy in all material respects of the representations and warranties of the Company set forth in Section 3.2 of this Agreement as of the Closing Date and performance by the Company in all material respects of its obligations under Section 5.1, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, the amount of funds to be provided pursuant to the extent related to any Person that is not an Affiliate of ParentFinancing Letters, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is if funded in accordance with the Equity Commitment terms of the Financing Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contribution contemplated by the Equity Commitment LettersRollover Letter will be sufficient to (i) pay the Total Common Stock Merger Consideration and the amounts payable pursuant to Section 2.8, (ii) repay the principal and interest on all indebtedness outstanding under the Credit Facility, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub (iii) pay all fees and the Surviving Corporation to pay the amounts expenses required to be paid at the Closing by Parent or Merger Sub in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement Financing. (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(ad) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters and the Rollover Letter are in full force and effect and assuming constitute the satisfaction legal, valid and binding obligations of Parent and Merger Sub, as applicable, and, to the Knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception). Other than as expressly set forth in the Rollover Letter, Financing Letters, and any related Fee Letter, there are no conditions precedent or waiver other contingencies related to the funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to the Financing to which Parent or any of its Affiliates is a party. The Rollover Letter contains all of the conditions set forth in Section 7.01 and Section 7.02 on precedent to the Closing Dateobligations of the parties thereunder to make the contribution to Parent described therein. As of the date hereof, Parent has no reason to believe that any event has occurred or circumstance exists 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 Knowledge of Parent, any of the other parties thereto, under any of the Financing Commitment LettersLetters or the Rollover Letter. Assuming the Subject to satisfaction of the conditions set forth in Section 7.01 Sections 6.1 and Section 7.02 on the Closing Date6.2, as of the date hereofof this Agreement, Parent does not have any has no reason to believe that the full amount under it will be unable to satisfy on a timely basis any condition of closing to be satisfied by it contained in the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing DateLetters. As of the date hereof, the Equity Commitment Letter contains Parent and Merger Sub have fully paid, or caused to be fully paid, all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters commitment or other agreements, arrangements or understandings to fees which Parent or any Equity Investor is a party that would adversely affect the availability of the Equity Financing on the Closing Date, other than as expressly set forth in the Equity Commitment Letter provided to the Company are due and payable on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue hereof pursuant to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate terms of the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt FinancingFinancing Letters.

Financing. (a) Parent has received and accepted an executed commitment letter dated as of the date hereof (the “Debt 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 lend amounts set forth therein (the “Debt Financing Commitments”). The Debt Financing Commitments pursuant to the Debt Commitment Letter are collectively referred to in this Agreement as the “Debt Financing.” (b) Parent has received and accepted (i) the Equity Commitment Letter from the Equity Investor pursuant to which the Equity Investor has agreed, subject to the terms and conditions thereof, to invest in Parent the amounts set forth therein (the “Equity Financing Commitment”) and (ii) an executed Rollover Contribution Agreement dated as of the date hereof (the “Rollover Contribution Agreement” and, together with the Debt Commitment Letter and the Equity Commitment Letter, the “Commitment Letters”) from the Rollover Investors pursuant to which the Rollover Investors have committed, subject to the terms and conditions thereof, to transfer, contribute and deliver to Parent the Rollover Shares (the “Rollover Investment” and, together with the Debt Financing Commitments and the Equity Financing Commitment, the “Financing Commitments”). The equity committed pursuant to the Equity Commitment Letter is collectively referred to in this Agreement as the “Equity Financing.” The Equity Financing, the Debt Financing and the Rollover Investment are collectively referred to as the “Financing.” Parent has delivered to the Company true, complete and correct and complete copies, as copies of the date hereof, of (i) each fully executed Equity Commitment Letters and the fee letter referenced in the Debt Commitment Letter (the financing provided for therein being collectively referred to as the “Equity FinancingFee Letter”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from except that the financial institutions identified therein, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Commitment Letters”) to provide, on the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts and pricing terms, including terms other economic provisions (none of which would adversely affect the “market flex” and other commercially sensitive information, in the fee letter entered into in connection with amount or availability of the Debt Financing, may ) set forth therein have been redacted to redacted). There are no agreements, side letters or arrangements, other than the extent, in each case, they are Permissible Redacted Terms. As of the date hereof, none of the Financing Commitment Letters has been withdrawn, terminated, repudiated, rescinded, amended, amended and restated or modified, no terms thereunder have been waived, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Fee Letter, as applicable, the net proceeds contemplated by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by which Parent or Merger Sub on or prior to the Closing Date in connection with the consummation any of the transactions contemplated by this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub their Affiliates is a party thereto) and, relating to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereof, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any 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 Parent, any other parties thereto, under any of the Financing Commitments that would adversely affect the availability of the Financing. (c) Except as expressly set forth in the Commitment LettersLetters and the Fee Letter, there are no conditions precedent to the obligations of the Lenders, the Equity Investor or the Rollover Investors to provide the Financing or any contingencies that would permit the Lenders, the Equity Investor or the Rollover Investors to reduce the total amount of the Financing. Assuming the satisfaction of the conditions set forth in Section 7.01 6.1 and Section 7.02 on 6.3 and the Closing Date, as completion of the date hereofMarketing Period, Parent does not have any reason to believe that any of the full amount under conditions to the Financing Commitment Letters Commitments will not be satisfied or that the Financing will not be available to Parent or Merger Sub on the Closing Date. (d) Assuming the satisfaction of the conditions set forth in Section 6.3(a) and Section 6.3(b), the Financing, when funded in accordance with the Commitment Letters, will provide Parent with cash proceeds on the Closing Date (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Debt Commitment Letter and the Fee Letter) sufficient for the satisfaction of Parent’s and Merger Sub’s obligations to pay (i) the aggregate Merger Consideration, the Option Consideration, the RSU Award Consideration and the Restricted Shares Consideration, (ii) any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation and (iii) all other amounts required to be paid by Parent or Merger Sub hereunder or incurred by Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (e) As of the date hereof, the Commitment Letters are (i) valid and binding obligations of Parent and any Parent Affiliates party thereto and, to the Knowledge of Parent, of each of 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 whether considered in a proceeding in equity or at law) and (ii) in full force and effect. As of the date hereof, to the Equity Commitment Letter contains all Knowledge of Parent, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to result in a default or breach or a failure to satisfy a condition precedent on the part of Parent under the terms and conditions of the conditions precedent Commitment Letters. Parent has paid in full any and all commitment fees or other conditions fees required to be paid pursuant to the obligations terms of the parties thereunder to make Commitment Letters on or before the date of this Agreement, and will pay in full amount any such amounts due on or before the Closing Date. None of the Equity Financing available to Parent on the terms therein. As Commitment Letters has been modified, amended or altered as of the date hereof, there are none of the Commitment Letters will be amended, modified or altered at any time through the Closing, except as permitted by Section 5.12(b), and as of the date hereof, none of the respective commitments under any of the Commitment Letters have been reduced, withdrawn or rescinded in any respect. (f) Without limiting Section 8.5(b), in no side letters event shall the receipt or other agreementsavailability of any funds or financing (including, arrangements for the avoidance of doubt, the Financing) by or understandings to which Parent or any Equity Investor of its Affiliates or any other financing transaction be a condition to any of Parent’s or Merger Sub’s obligations hereunder. (g) Neither Parent nor Merger Sub, nor any of their respective Affiliates, is a party to any contracts, or has made or entered into any formal or informal arrangement or other understanding (whether or not binding), with any other Person that would adversely affect the availability prohibits such Person from providing any other Person with financing or other potential sources of the Equity Financing on the Closing Datecapital (whether equity, other than as expressly set forth debt, rollover or a hybrid thereof) in the Equity Commitment Letter provided to the Company on or prior to the date hereof. Each Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate connection with the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingor any other transaction contemplated by this Agreement.

Financing. Parent (i) Buyer has delivered to the Company true, correct true and complete copiesexecuted copies of (a) a debt commitment letter (including all exhibits, schedules and annexes thereto, and as amended, supplemented or replaced in compliance with this Agreement, the “Debt Commitment Letter”), dated as of the date hereof, between JPMorgan Chase Bank, N.A., Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. (ithe “Initial Commitment Parties”), Buyer and CommScope, Inc., pursuant to which and subject to the terms and conditions thereof, the Initial Commitment Parties have committed to lend the amounts set forth therein to Buyer for the purpose of funding the transactions contemplated by this Agreement and fees and expenses incurred in connection therewith (the provision of such funds as set forth therein, including the offering or private placement of debt securities contemplated by the Debt Commitment Letter and any related engagement letter, the “Debt Financing”), (b) each fully executed Equity the fee letter referenced in the Debt Commitment Letter (the financing provided for therein being collectively referred to as the “Equity Financing”) and (ii) a fully executed commitment letter (together with all exhibits, schedules, and annexes thereto) and fee letter from the financial institutions identified therein, the “Debt Financing Commitment Fee Letter” and, together with the Debt Commitment Letter, the “Debt Financing Commitment”) redacted in a customary manner with respect to the fees, certain economic terms of the flex provisions and “securities demand” provisions and other customarily redacted provisions, which redacted information does not adversely affect the amount, availability or conditionality of the funding of the Debt Financing, (c) an Equity Commitment LettersLetter (including all exhibits, schedules and annexes thereto, and as amended, supplemented or replaced in compliance with this Agreement, the “Sponsor Equity Commitment”), dated as of the date hereof, between Buyer, as an express third party beneficiary pursuant to Section 5 thereof, Carlyle Partners VII, L.P., a Delaware limited partnership (the “Sponsor”), and Carlyle Partners VII S1 Holdings, L.P., a Delaware limited partnership (together with any permitted transferees thereof, the “Equity Investor”) and (d) an Investment Agreement (including all exhibits, schedules and annexes thereto, and as amended, supplemented or replaced in compliance with this Agreement, the “Investment Agreement”, and together with the Sponsor Equity Commitment, the “Equity Commitments” and, together with the Debt Financing Commitment, the “Financing Commitment LettersCommitments”) ), dated as of the date hereof, between the Equity Investor and Buyer. Pursuant to providethe Sponsor Equity Commitment, on and subject to the terms and subject only conditions thereof, Sponsor has committed to the conditions expressly stated therein, debt financing in provide the amounts set forth therein; provided that fee therein to the Equity Investor for the purpose of funding the amounts and pricing terms, including terms of contemplated by the Investment Agreement (the “market flex” Sponsor Equity Financing”). Pursuant to the Investment Agreement, and other commercially sensitive informationsubject to the terms and conditions thereof, in the fee letter entered into Equity Investor has committed to provide the amounts set forth therein to Buyer for the purpose of funding the transactions contemplated by this Agreement and fees and expenses incurred in connection therewith (the “Buyer Equity Financing” and, together with the Sponsor Equity Financing, the “Equity Financing” and, together with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Terms“Financing”). As of the date hereof, none of (i) the Financing Commitment Letters has Commitments and the commitments contained therein have not been terminated, withdrawn, terminated, repudiated, rescinded, amended, amended restated, supplemented or otherwise modified in any material respect and restated or modified(ii) to the Knowledge of Buyer, no terms thereunder have been waivedsuch termination, and no such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver has occurred, and, to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreement. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicable, the net proceeds contemplated (other than amendments permitted by the Equity Commitment Letters, and the net proceeds contemplated by the Debt Financing Commitment Letter, will in the aggregate, be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by this Agreement (the “Required Amount”Section 6.14), assuming the satisfaction of the conditions set forth in Section 7.02(a) and Section 7.02(b) on the Closing Date. Each Financing Commitment Letter is enforceable against Parent, Merger Sub (to the extent Parent or Merger Sub is a party thereto) and, to the knowledge of Parent, such other Persons party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity. As of the date hereofof this Agreement, the Financing Commitment Letters Commitments are in full force and effect and constitute the legal, valid and binding obligation of each of Buyer and, to the Knowledge of Buyer, the other parties thereto, enforceable in accordance with their respective terms against Buyer and, to the Knowledge of Buyer, the other parties thereto, subject in each case to the Bankruptcy and Equity Exception. There are no conditions precedent or contingencies related to the funding of the Financing pursuant to the Financing Commitments (including any “flex” provisions) other than as expressly set forth in or contemplated by the Financing Commitments. Assuming performance by the Company of its obligations that are required to be performed prior to the Closing, the aggregate proceeds to be disbursed pursuant to Financing Commitments will be sufficient, together with other sources of cash available to Buyer, to pay all of Buyer’s obligations under this Agreement, including the payment of the aggregate Per Share Acquisition Consideration and all fees, costs and expenses to be paid in connection therewith, including such fees, costs and expenses relating to the Financing. As of the date of this Agreement, to the Knowledge of Buyer and assuming the satisfaction or waiver accuracy in all material respects of the representations and warranties set forth in Section 5.1 as of the Closing and satisfaction of all conditions set forth in Section 7.01 7.1 and Section 7.02 on 7.2 as of the Closing DateClosing, Parent has no reason to believe that any event has occurred or circumstance exists which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a breach or default or breach on the part of Parent Buyer under the Financing Commitments or Merger Sub or, any other party to the knowledge of ParentFinancing Commitments, any other parties thereto, under (ii) constitute or result in a failure by Buyer to satisfy any of the terms or conditions set forth in the Financing Commitment LettersCommitments, (iii) make any of the representations and warranties of Buyer set forth in the Financing Commitments inaccurate in any material respect or (iv) otherwise result in any portion of the Financing being unavailable (taking into account the Marketing Period). Assuming As of the date of this Agreement, assuming satisfaction of the conditions set forth in Section 7.01 7.1 and Section 7.02 on the Closing Date, 7.2 as of the date hereofClosing, Parent Buyer does not have any reason to believe that any of the full amount under conditions to the Financing Commitment Letters will not be satisfied or that the Financing will not be available to Parent or Merger Sub Buyer on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the conditions precedent and other conditions to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Parent on the terms therein. As of the date hereofthis Agreement, there are no side letters letters, other Contracts or other agreements, arrangements or understandings to which Parent or any Equity Investor is a party that would adversely could affect the availability of the Equity Financing on the Closing Date, Date other than as expressly set forth in the Equity Commitment Letter provided Financing Commitments, the Fee Letter, customary engagement letters, customary fee discount or rebate letters and non-disclosure agreements. No commitment or other fees are required to the Company be paid on or prior to the date hereof. Each Equity Commitment Letter provideshereof under the terms of the Financing Commitments and Buyer will pay (or cause to be paid) all other commitment fees and other fees as required to be paid under the terms of the Financing Commitments upon the Closing. (ii) The obligations of Buyer under this Agreement are not subject to any conditions regarding the ability of Buyer, and will continue any of its Affiliates or any other Person to provide, that obtain financing for the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate consummation of the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financingtransactions contemplated hereby.

Financing. Parent has delivered to the Company true, correct true and complete copies, including all exhibits and schedules thereto, of (a) the executed commitment letters, dated as of the date hereofhereof (collectively, of (i) each fully executed the "Equity Commitment Letter Funding Letters" and each, an "Equity Funding Letter"), from the Guarantors, pursuant to which the Guarantors (the financing provided for "Equity Financing Sources") have agreed to make an equity investment in Parent, subject to the terms and conditions therein, in cash in the aggregate amounts set forth therein being collectively referred to as (the “"Equity Financing”") and (iib) a fully the executed commitment letter and Redacted Fee Letter (together with all the term sheet and any other annexes, exhibits, schedulesschedules and other attachments thereto), and annexes thereto) and fee letter from dated as of the financial institutions identified thereindate hereof (collectively, the “"Debt Financing Commitment Letter” " and, together with the Equity Commitment Funding Letters, the “"Financing Commitment Letters”) "), from the Debt Financing Sources, pursuant to which the Debt Financing Sources have agreed to provide, on severally and not jointly, subject to the terms and subject only to the conditions expressly stated therein, debt financing in the amounts set forth therein; provided that fee amounts therein (such debt financing being collectively referred to as the "Debt Financing" and, together with the Equity Financing, collectively referred to as the "Financing") for purposes of financing the Transactions and pricing terms, including terms of the “market flex” related fees and other commercially sensitive information, in the fee letter entered into expenses to be incurred by Parent in connection with the Debt Financing, may have been redacted to the extent, in each case, they are Permissible Redacted Termstherewith. As of the date hereofof this Agreement, neither of the Financing Letters has been amended or modified, no such amendment or modification is contemplated, none of the Financing Commitment Letters has respective obligations and commitments contained in such letters have been withdrawn, terminated, repudiated, rescinded, amended, amended and restated terminated or modified, no terms thereunder have been waived, rescinded in any respect and no such withdrawal, termination, repudiation, rescission, amendment, amendment termination or rescission is contemplated. Parent or Merger Sub has fully paid any and restatement, modification all commitment fees or waiver has occurred, and, other fees in connection with the Financing Letters that are payable on or prior to the extent related to any Person that is not an Affiliate of Parent, to the knowledge of Parent, there is no condition existing that would require any such withdrawal, termination, repudiation, rescission, amendment, amendment and restatement, modification or waiver, except to the extent any such amendment is not prohibited under this Agreementdate hereof. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters Financing Letters, the accuracy in all material respects of the representations and warranties set forth in Sections 3.2, 3.5(b), 3.6 and 3.7(b) (as it relates to Section 5.1(a)) and performance in all material respects by the Debt Financing is funded in accordance with the Debt Financing Commitment Letter, as applicableCompany of its obligations under Sections 5.1(a) and 5.1(g), the net proceeds contemplated by the Equity Commitment LettersFinancing Letters (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the net proceeds contemplated by maximum amount of flex (including original issue discount flex) provided under the Debt Financing Commitment Letter), together with the cash of the Company and its Subsidiaries as of the Effective Time (it being acknowledged that the Company makes no representation or warranty as to the amount or availability of cash as of the Effective Time), will in the aggregate, aggregate be sufficient for Parent, Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration (and any repayment or refinancing of debt contemplated by, or required in connection with the transactions described in, this Agreement, the Equity Funding Letters or the Debt Commitment Letter) and any other amounts required to be paid in connection with the Merger and the other transactions contemplated hereby, including payment of the Aggregate Merger Consideration, to make any repayment, repurchase or refinancing of debt of the Company and its Subsidiaries contemplated by this Agreement, to pay any other amounts required to be paid by Parent or Merger Sub on or prior to the Closing Date in connection with the consummation of the transactions contemplated by Transactions (including all amounts payable in respect of Company Stock Options, Company RSUs, Company July 0000 XXXx and Company Performance Share Awards under this Agreement (the “Required Amount”), assuming the satisfaction of the conditions set forth in Section 7.02(aAgreement) and Section 7.02(bto pay all related fees and expenses of Parent and Merger Sub. The Financing Letters are (x) on the Closing Date. Each Financing Commitment Letter is enforceable against Parentlegal, valid and binding obligations of Parent and Merger Sub (to the extent Parent or Merger Sub is a party thereto) Sub, as applicable, and, to the knowledge of ParentParent and Merger Sub, such each of the other Persons party thereto parties thereto, (y) enforceable in accordance with its termstheir respective terms against Parent and Merger Sub, as applicable, and, to the knowledge of Parent and Merger Sub, each of the other parties thereto, in each case except as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization or similar Applicable Laws affecting creditors’ rights generally the Bankruptcy and by general principles of equityEquity Exception and (z) in full force and effect. As of the date hereofof this Agreement, the Financing Commitment Letters are in full force and effect and assuming the satisfaction or waiver of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, Parent has no reason to believe that any 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 Parent, or any other parties thereto, thereto under any of the Financing Equity Funding Letters or the Debt Commitment LettersLetter. Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 on the Closing Date, as As of the date hereofof this Agreement, Parent does not have any reason to believe that it or any of the other parties to the Financing Letters will be unable to satisfy on a timely basis any term or condition of the Financing Letters required to be satisfied by it, that the conditions thereof will not otherwise be satisfied or that the full amount under of the Financing Commitment Letters will not be available to Parent or Merger Sub on the Closing Date. As of the date hereof, the Equity Commitment Letter contains all of the The only conditions precedent and or other conditions contingencies (including market "flex" provisions) related to the obligations of the parties thereunder Guarantor to make fund the full amount of the Equity Financing available and the lenders to Parent on fund the terms thereinfull amount of the Debt Financing are those expressly set forth in the Equity Funding Letters and the Debt Commitment Letter, respectively. As of the date hereofof this Agreement, there are no side letters or other agreements, Contracts or arrangements or understandings to which Parent or any Equity Investor is of its Affiliates are a party that would adversely affect related to the availability of the Equity Financing on the Closing Date, other than as expressly set forth contained in the Equity Commitment Letter provided Financing Letters and delivered to the Company on or prior to the date hereof. Each Equity Commitment Letter provideshereof (other than any customary engagement letter or any side letter solely with respect to the payment of de minimis fees, credits, and/or appointment of roles and/or titles, in each case that does not impact the conditionality or amount of the Financing and will continue would not reasonably be expected to provideprevent, that impair or delay the Company is a third party beneficiary thereof as set forth therein. Parent and Merger Sub acknowledge and agree that their obligation to consummate consummation of the Merger and pay the Aggregate Merger Consideration is not conditioned on the availability of Debt Financing).