Common use of Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities Clause in Contracts

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interests. We will not furnish confidential information obtained from or on behalf of you or the Company by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or the Company to other companies (except as contemplated below in Section 11). You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Company, confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties or their respective affiliates have advised or are advising you on other matters, (b) the Commitment Parties, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditors, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties and their affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties have no obligation to disclose such interests and transactions to you or your affiliates, (e) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity. In addition, the Commitment Parties may employ the services of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge and agree that we have not provided you with legal, tax or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agents. You further acknowledge that each Commitment Party and/or its affiliates is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Company and your and their respective subsidiaries and affiliates and other companies with which you, the Company and your and their respective subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Parties, their affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliates.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties and their affiliates each Financial Institution may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interestsinterests regarding the transactions described herein or otherwise. We will not use or furnish confidential information obtained from or on behalf of you or the Company your subsidiaries, affiliates or representatives by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you you, your subsidiaries or the Company your affiliates in connection with or to other companies (except as contemplated below in Section 11)companies. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates any Financial Institution is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties or their respective affiliates have any Financial Institution has advised or are is advising you on other matters, (b) no Financial Institution has provided any legal, accounting, regulatory or tax advice with respect to any of the Commitment PartiesTransactions and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate and you are not relying on the Financial Institutions for such advice, (c) each Financial Institution, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsFinancial Institutions, (cd) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (de) you have been advised that the Commitment Parties and their affiliates are each Financial Institution is engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties Financial Institutions do not have no any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliatesagency relationship, (e) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate and (f) each Commitment Party has beenyou waive, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing to the fullest extent permitted by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for youlaw, any claims you may have against any Financial Institution for breach of your affiliates fiduciary duty or any other person or entity. In addition, the Commitment Parties may employ the services alleged breach of their respective affiliates in providing certain services fiduciary duty arising hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge and agree that we no Financial Institution shall have not provided any liability (whether direct or indirect) to you with legalin respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of or in right of you, tax including your stockholders, employees or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agentscreditors. You further acknowledge that each Commitment Party and/or its certain of the Financial Institutions and their affiliates is a (collectively, the “Group”) are investment advisors, full service securities firm firms engaged in securities trading and and/or brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party members of the Group may provide investment advisory, investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Company you and your and their respective subsidiaries and affiliates and other companies with which you, the Company and you or your and their respective subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any member of the Commitment PartiesGroup, their affiliates or any of their respective its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and discretion. Accordingly, there may be situations where parts of the Group and/or their clients either now have or may in the future have interests, or take actions, that may conflict with the Company’s interests. For example, the Group may, in the ordinary course of business, engage in trading in financial products or undertake other investment businesses for their own account or on behalf of other clients, including, without any liability to youlimitation, trading in or holding long, short or derivative positions in securities, loans or other financial products of the Company or its affiliates or other entities connected with the DIP Facility or the transactions contemplated hereby. In recognition of the foregoing, the Company agrees that the Group is not required to restrict its activities as a result of this Commitment Letter (other than in respect of any confidentiality obligations hereunder) and that the Group may undertake any such business activity without further consultation with or notification to the Company. Neither this Commitment Letter nor the receipt by any Financial Institution of your confidential information nor any other matter will give rise to any fiduciary, equitable or their respective subsidiaries contractual duties (including, without limitation, any duty of trust or affiliatesconfidence) that would prevent or restrict the Group from acting on behalf of other customers or for its own account except to the extent agreed herein. Furthermore, the Company agrees that neither the Group nor any member or business of the Group is under a duty to disclose to the Company or use on behalf of the Company any information whatsoever about or derived from those activities or to account for any revenue or profits obtained in connection with such activities.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties Credit Suisse and their its affiliates may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interestsinterests regarding the transactions described herein or otherwise. We Neither we nor any of our affiliates will not furnish use confidential information obtained from or on behalf of you or the Company by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or in connection with the Company performance by us of services for other companies, and we will not furnish any such information to other companies (except as contemplated below in Section 11)companies. You also acknowledge that neither we do not have nor any of our affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates Credit Suisse is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties or their respective Credit Suisse and/or its affiliates have advised or are advising you on other matters, (b) the Commitment PartiesCredit Suisse, on the one hand, and you, on the other hand, have an arm’sarms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsCredit Suisse, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties Credit Suisse and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties have Credit Suisse has no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliatesagency relationship, and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent permitted by law, any claims you may have deemed appropriate against Credit Suisse for breach of fiduciary duty or alleged breach of fiduciary duty and agree that Credit Suisse shall have no liability (fwhether direct or indirect) each Commitment Party has been, is and will be acting solely as to you in respect of such a principal and, except as otherwise expressly agreed fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for right of you, any of including your affiliates stockholders, employees or any other person or entity. In addition, the Commitment Parties may employ the services of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Lettercreditors. You acknowledge and agree that we have not provided you with legal, tax or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agents. You further acknowledge that each Commitment Party and/or its affiliates Credit Suisse is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party Credit Suisse and its affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for its their own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Company and your and their respective subsidiaries and affiliates Borrower and other companies with which you, the Company and your and their respective subsidiaries Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Parties, their affiliates Credit Suisse or any of their respective its affiliates or customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliatesdiscretion.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties each Financial Institution and each of their affiliates (the term “Financial Institutions” as used below in this Section 6 being understood to include such affiliates) may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interestsinterests regarding the transactions described herein or otherwise. We will not furnish confidential information obtained from or on behalf acknowledge that the provisions of you or this Section 6 are subject to the Company by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or the Company to other companies (except as contemplated below confidentiality provisions set forth in Section 11)10. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge that each Financial Institution is a full service securities firm and it may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options and loans or securities of you and your affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter. Each Financial Institution may employ the services of its affiliates in providing certain services hereunder and, in connection with the provision of such services, may exchange with such affiliates information concerning you and the other companies that may be the subject of the transactions contemplated by this Commitment Letter, and to the extent so employed, such affiliates shall be entitled to the benefits afforded to such Financial Institution hereunder. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates any Financial Institution is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties or their respective affiliates have any Financial Institution has advised or are is advising you on other matters, (b) the Commitment Partieseach January 27, 2017 Financial Institution, on the one hand, and you, on the other hand, have an arm’sarms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsFinancial Institution, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties and their affiliates are each Financial Institution is engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties such Financial Institution does not have no any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliatesagency relationship, and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent permitted by law, any claims you may have deemed appropriate against any Financial Institution for breach of fiduciary duty or alleged breach of fiduciary duty and agree that no Financial Institution shall have any liability (fwhether direct or indirect) each Commitment Party has been, is and will be acting solely as to you in respect of such a principal and, except as otherwise expressly agreed fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for right of you, any of including your affiliates stockholders, employees or any other person or entitycreditors. In additionAdditionally, the Commitment Parties may employ the services of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge and agree that we have not provided no Financial Institution is advising you with as to any legal, tax tax, investment, accounting or accounting advice and that you have obtained such independent advice from your own advisorsregulatory matters in any jurisdiction (including, representatives and agents. You further acknowledge that each Commitment Party and/or its affiliates is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of businesswithout limitation, each Commitment Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Company and your and their respective subsidiaries and affiliates and other companies with which you, the Company and your and their respective subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held consents needed in connection with the transactions contemplated hereby). You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby (including, without limitation, with respect to any consents needed in connection therewith), and no Financial Institution shall have any responsibility or liability to you with respect thereto. Any review by any Financial Institution of you, your subsidiaries and affiliates, the Commitment PartiesTransactions, their affiliates the other transactions contemplated hereby or any of their respective customers, all rights in respect other matters relating to such transactions will be performed solely for the benefit of such securities Financial Institution and financial instruments, including any voting rights, will shall not be exercised by the holder on behalf of the rights, in its sole discretion and without any liability to you, the Company you or any of your or their respective subsidiaries or affiliates.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties and their affiliates we may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interestsinterests regarding the transactions described herein or otherwise. We will not furnish confidential information obtained from or on behalf of you or the Company by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or the Company to other companies (except as contemplated below in Section 11)companies. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge and agree that (a) each Financial Institution will act as an independent contractor and no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates us is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties or their respective affiliates we have advised or are advising you on other matters, (b) each Financial Institution is acting solely as a principal and not as an agent of yours hereunder and the Commitment PartiesFinancial Institutions, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsus, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties and their affiliates we are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties we do not have no any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliates, agency relationship and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing permitted by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for youlaw, any claims you may have against us for breach of your affiliates fiduciary duty or any other person or entity. In addition, the Commitment Parties may employ the services alleged breach of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge fiduciary duty and agree that we shall not have not provided any liability (whether direct or indirect) to you with legalin respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, tax including your stockholders, employees or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agentscreditors. You further acknowledge that each Commitment Party and/or its affiliates Financial Institution is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party we may provide investment banking and other financial services to, and/or acquire, hold or sell, for its our own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, Coin Holdings, the Company Borrower, the Target and your and their respective its subsidiaries and affiliates and other companies with which you, Coin Holdings, the Company and your and their respective Borrower or the Target or its subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Partiesus, their affiliates or any of their respective our customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to youdiscretion. In addition, please note that certain of the Lead Arrangers and/or their affiliates have been retained by the Borrower as financial advisor (in such capacity, the Company “Buy Side Advisor”) to the Borrower in connection with the Merger. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of each Buy Side Advisor and/or its affiliates’ arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates’ relationships with you described and referred to herein. You acknowledge that, in such capacity, each Buy Side Advisor may advise the Borrower in other manners adverse to the interests of the parties hereto. Each of the Financial Institutions hereto acknowledges (i) the retention of such entities as a Buy Sider Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Financial Institution on the part of your such entities or their respective subsidiaries or affiliates.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties and their affiliates Credit Suisse may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interestsinterests regarding the transactions described herein or otherwise. In particular, CS Securities is acting as financial advisor to certain controlling shareholders of the Company in connection with the proposed Acquisition. We will not furnish confidential information obtained from or on behalf of you or the Company by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or the Company to other companies (except as contemplated below in Section 11)companies. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companies, and that we shall not be imputed to have knowledge of confidential information provided to or obtained by CS Securities in its capacity as financial advisor to the Seller. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates Credit Suisse is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties or their respective affiliates have Credit Suisse has advised or are is advising you on other matters, (b) the Commitment PartiesCredit Suisse, on the one hand, and you, on the other hand, have an arm’sarms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsCredit Suisse, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties and their affiliates are Credit Suisse is engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties have Credit Suisse has no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliatesagency relationship, and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing permitted by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for youlaw, any claims you may have against Credit Suisse for breach of your affiliates fiduciary duty or any other person or entity. In addition, the Commitment Parties may employ the services alleged breach of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge fiduciary duty and agree that we Credit Suisse shall have not provided no liability (whether direct or indirect) to you with legalin respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, tax including your stockholders, employees or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agentscreditors. You further acknowledge that each Commitment Party and/or its affiliates Credit Suisse is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party Credit Suisse may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Borrower, the Company and your and their respective subsidiaries and affiliates and other companies with which you, the Borrower, the Sponsor or the Company and your and their respective subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Parties, their affiliates Credit Suisse or any of their respective its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliatesdiscretion.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties WFF and CapSource or one or more of their affiliates may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interests. We will not furnish confidential information obtained from or on behalf of you or the Company by virtue of interests regarding the transactions contemplated by this Commitment Letter described herein or our other relationships with you or the Company to other companies (except as contemplated below in Section 11)otherwise. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Sixth Amended and Restated Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you you, on the one hand, and your affiliates and WFF or CapSource, on the Commitment Parties and/or their affiliates other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Sixth Amended and Restated Commitment Letter, irrespective of whether the Commitment Parties WFF, CapSource, or one or more of their respective affiliates have has advised or are is advising you on other matters, (b) the Commitment PartiesWFF or CapSource, on the one hand, and you, on the other hand, have an arm’sarms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties WFF or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsCapSource, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Sixth Amended and Restated Commitment Letter, (d) you have been advised that the Commitment Parties and WFF, CapSource, or one or more of their affiliates are is engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties WFF and CapSource do not have no any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliatesagency relationship, and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing permitted by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for youlaw, any claims you may have against WFF or CapSource for breach of your affiliates fiduciary duty or any other person or entity. In addition, the Commitment Parties may employ the services alleged breach of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge fiduciary duty and agree that we WFF and CapSource shall not have not provided any liability (whether direct or indirect) to you in respect of such a Symphony Technology Group October 2, 2009 fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors. For the avoidance of doubt, the provisions of this paragraph apply only to the transactions contemplated by this Sixth Amended and Restated Commitment Letter and the relationships and duties created in connection with legal, tax or accounting advice the transactions contemplated by this Sixth Amended and that you have obtained such independent advice from your own advisors, representatives and agentsRestated Commitment Letter. You further acknowledge that each Commitment Party and/or its one or more of the Lenders’ affiliates is are a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party the Lenders or one or more of the Lenders’ affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for its their respective own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the and Company and your and their respective subsidiaries and affiliates and other companies with which you, the you or Company and your and their respective subsidiaries may have commercial or other relationships. With respect to any debt or other securities and/or financial instruments so held by the Commitment Parties, their any Lender or one or more of its affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliatesdiscretion.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties WFF and CapSource or one or more of their affiliates may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interests. We will not furnish confidential information obtained from or on behalf of you or the Company by virtue of interests regarding the transactions contemplated by this Commitment Letter described herein or our other relationships with you or the Company to other companies (except as contemplated below in Section 11)otherwise. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Fifth Amended and Restated Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you you, on the one hand, and your affiliates and WFF or CapSource, on the Commitment Parties and/or their affiliates other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Fifth Amended and Restated Commitment Letter, irrespective of whether the Commitment Parties WFF, CapSource, or one or more of their respective affiliates have has advised or are is advising you on other matters, (b) the Commitment PartiesWFF or CapSource, on the one hand, and you, on the other hand, have an arm’sarms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties WFF or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsCapSource, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Fifth Amended and Restated Commitment Letter, (d) you have been advised that the Commitment Parties and WFF, CapSource, or one or more of their affiliates are is engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties WFF and CapSource do not have no any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliatesagency relationship, and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing permitted by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for youlaw, any claims you may have against WFF or CapSource for breach of your affiliates fiduciary duty or any other person or entity. In addition, the Commitment Parties may employ the services alleged breach of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge fiduciary duty and agree that we WFF and CapSource shall not have not provided any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors. For the avoidance of doubt, the provisions of this paragraph apply only to the transactions contemplated by this Fifth Amended and Restated Commitment Letter and the relationships and duties created in connection with legal, tax or accounting advice the transactions contemplated by this Fifth Amended and that you have obtained such independent advice from your own advisors, representatives and agentsRestated Commitment Letter. You further acknowledge that each Commitment Party and/or its one or more of the Lenders’ affiliates is are a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party the Lenders or one or more of the Lenders’ affiliates may provide investment banking and other financial services to, Symphony Technology Group September 28, 2009 and/or acquire, hold or sell, for its their respective own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the and Company and your and their respective subsidiaries and affiliates and other companies with which you, the you or Company and your and their respective subsidiaries may have commercial or other relationships. With respect to any debt or other securities and/or financial instruments so held by the Commitment Parties, their any Lender or one or more of its affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliatesdiscretion.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties and their affiliates we may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interestsinterests regarding the transactions described herein or otherwise. We will not furnish confidential information obtained from or on behalf of you or the Company any of your representatives by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or the Company to other companies (except as contemplated below in Section 11)companies. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge and agree that (a) each of the Commitment Parties will act as an independent contractor and no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates us is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties or their respective affiliates we have advised or are advising you on other matters, (b) each of the Commitment Parties is acting solely as a principal and not as an agent of yours hereunder and each of the Commitment Parties, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsus, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties and their affiliates we are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties we do not have no any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliates, agency relationship and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing permitted by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for youlaw, any claims you may have against us for breach of your affiliates fiduciary duty or any other person or entity. In addition, the Commitment Parties may employ the services alleged breach of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge fiduciary duty and agree that we shall not have not provided any liability (whether direct or indirect) to you with legalin respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, tax including your stockholders, employees or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agents. You further acknowledge that each Commitment Party and/or its affiliates is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial servicescreditors. In the ordinary course of business, each Commitment Party we or our affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for its our own or our affiliates’ accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Company and your and their respective its subsidiaries and affiliates and other companies with which you, the Company and your and their respective or its subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Partiesus or our affiliates, their affiliates or any of their respective our or our affiliates’ customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliatesdiscretion.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties and their affiliates we may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interestsinterests regarding the transactions described herein or otherwise. We will not furnish confidential information obtained from or on behalf of you or the Company by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or the Company to other companies (except as contemplated below in Section 11)companies. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge and agree that (a) each Financial Institution will act as an independent contractor and no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates us is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties or their respective affiliates we have advised or are advising you on other matters, (b) each Financial Institution is acting solely as a principal and not as an agent of yours hereunder and the Commitment PartiesFinancial Institutions, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsus, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties and their affiliates we are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties we do not have no any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliates, agency relationship and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing permitted by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for youlaw, any claims you may have against us for breach of your affiliates fiduciary duty or any other person or entity. In addition, the Commitment Parties may employ the services alleged breach of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge fiduciary duty and agree that we shall not have not provided any liability (whether direct or indirect) to you with legalin respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, tax including your stockholders, employees or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agentscreditors. You further acknowledge that each Commitment Party and/or its affiliates Financial Institution is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party we may provide investment banking and other financial services to, and/or acquire, hold or sell, for its our own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, Redwood Holdings, the Company Borrower, the Target and your and their respective its subsidiaries and affiliates and other companies with which you, Redwood Holdings, the Company and your and their respective Borrower or the Target or its subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Partiesus, their affiliates or any of their respective our customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to youdiscretion. In addition, please note that certain of the Lead Arrangers and/or their affiliates have been retained by the Borrower as financial advisor (in such capacity, the Company “Buy Side Advisor”) to the Borrower in connection with the Merger. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of each Buy Side Advisor and/or its affiliates’ arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates’ relationships with you described and referred to herein. You acknowledge that, in such capacity, each Buy Side Advisor may advise the Borrower in other manners adverse to the interests of the parties hereto. Each of the Financial Institutions hereto acknowledges (i) the retention of such entities as a Buy Sider Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Financial Institution on the part of your such entities or their respective subsidiaries or affiliates.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties and their affiliates Credit Suisse may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interestsinterests regarding the transactions described herein or otherwise. We Consistent with Credit Suisse’s policy to hold in confidence the affairs of its customers, Credit Suisse will not furnish confidential information obtained from or on behalf of you or the Company by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or the Company to other companies (except as contemplated below in Section 11)companies. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates Credit Suisse is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties or their respective affiliates have Credit Suisse has advised or are is advising you on other matters, (b) the Commitment PartiesCredit Suisse, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsCredit Suisse, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties and their affiliates are Credit Suisse is engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties have Credit Suisse has no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliates, agency relationship and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent permitted by law, any claims you may have deemed appropriate against Credit Suisse for breach of fiduciary duty or alleged breach of fiduciary duty and agree that Credit Suisse shall have no liability (fwhether direct or indirect) each Commitment Party has been, is and will be acting solely as to you in respect of such a principal and, except as otherwise expressly agreed fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for right of you, any of including your affiliates equity holders, employees or any other person or entitycreditors. In additionAdditionally, the Commitment Parties may employ the services of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge and agree that we Credit Suisse is not advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction (including, without limitation, with respect to any consents needed in connection with the transactions contemplated hereby). You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby (including, without limitation, with respect to any consents needed in connection therewith), and Credit Suisse shall have not provided no responsibility or liability to you with legalrespect thereto. Any review by Credit Suisse of the Borrower, tax the Company, the Transactions, the other transactions contemplated hereby or accounting advice other matters relating to such transactions will be performed solely for the benefit of Credit Suisse and that shall not be on behalf of you have obtained such independent advice from or any of your own advisors, representatives and agentsaffiliates. You further acknowledge that each Commitment Party and/or its affiliates Credit Suisse is a full full-service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party Credit Suisse may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) ofof you, youHoldings, the Borrower, the Company and your and their respective subsidiaries and affiliates and other companies with which you, Holdings, the Borrower or the Company and your and their respective subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Parties, their affiliates Credit Suisse or any of their respective its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliatesdiscretion.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties Lender and any Syndicated Lenders and their respective affiliates may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interestsinterests regarding the transactions described herein or otherwise. We Neither we nor any of our affiliates will not furnish disclose confidential information obtained solely from or on behalf of you or the Company by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or the Company to other companies (except as contemplated below or in Section 11)any manner in connection with the performance by us of services for other companies. You also acknowledge that neither we do not have nor any of our affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, Letter or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge and agree that (a) no fiduciary, advisory or agency fiduciary relationship between you and your affiliates and the Commitment Parties and/or their affiliates Lender is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties or their respective affiliates have Lender has advised or are is advising you on other matters, (b) the Commitment PartiesLender, on the one hand, and you, on the other hand, have an arm’sarms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsLender, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties and their affiliates we are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests interests, including the foregoing, and that the Commitment Parties we have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliatesagency relationship, and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing permitted by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for youlaw, any claims you may have against Lender for breach of your affiliates fiduciary duty or any other person or entity. In addition, the Commitment Parties may employ the services alleged breach of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge fiduciary duty and agree that we Lender shall have not provided no liability (whether direct or indirect) to you with legalin respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, tax including your stockholders, employees or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agentscreditors. You further acknowledge that each Commitment Party and/or Column and its affiliates is a are full service securities firm firms engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party Column or its affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for its their own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, youyou or your respective affiliates, the Company and your and their respective subsidiaries and affiliates Borrowers, the Purchaser, Target and other companies with which youyou or your affiliates, the Company and your and their respective subsidiaries Borrowers, the Purchaser or Target may have commercial or other relationships. With respect to any securities relationships and/or financial instruments so held by the Commitment Parties, their affiliates or any conflicts of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliatesinterest.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. Each of us reserves the right to employ the services of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to our affiliates certain fees payable to us in such manner as we and our affiliates may agree in our sole discretion. You acknowledge that (a) each of us may share with any of our affiliates, and such affiliates may share with us, any information related to the Commitment Parties Transaction, the Guarantor and the Acquired Company, and their respective subsidiaries and other affiliates, or any of the matters contemplated hereby and (b) each of us and our affiliates may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Guarantor, the Acquired Company and their respective affiliates may have conflicting interestsinterests regarding the transactions described herein or otherwise. We will not Each of us agrees to treat, and cause any such of our affiliates to treat, all non-public information provided to us by you and your subsidiaries (and clearly and conspicuously identified as such by you) as confidential information in accordance with the provisions hereof and customary banking industry practices. None of us will, however, furnish confidential information obtained from or on behalf of you or the Company by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or the Company to other companies persons (except as contemplated below in Section 11other than your affiliates). You also acknowledge that we do not have none of us has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companiespersons. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates us, or any other implied duty on our behalf, is intended to be or has been created hereby in respect of any of the financing transactions contemplated by this Commitment Letter, including in connection with the process leading thereto or the communications pursuant hereto or otherwise, in each case irrespective of whether the Commitment Parties we or their respective our affiliates have advised or are advising you on other matters, (b) the Commitment Partieswe, on the one hand, and you, on the other hand, have an arm’s-length arms’-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary fiduciary, advisory or agency duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorspart, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties we and their our affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties we and our affiliates have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliatesagency relationship, and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing permitted by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for youlaw, any claims you may have against us or our affiliates for breach of your affiliates fiduciary duty or any other person or entity. In addition, the Commitment Parties may employ the services alleged breach of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge fiduciary duty and agree that we and our affiliates shall have not provided no liability (whether direct or indirect) to you with legalin respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, tax including your stockholders, employees or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agentscreditors. You further acknowledge that each Commitment Party and/or its affiliates is CGMI and Citi, together with their affiliates, are a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party CGMI, Citi and their affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for its their own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, youthe Guarantor, the Acquired Company and your and their respective subsidiaries and affiliates and other companies with which you, the Company and you or your and their respective subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Partiesany of us, their any of our affiliates or any of our or their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliatesdiscretion.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties and their affiliates Credit Suisse may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interestsinterests regarding the transactions described herein or otherwise. We will not furnish confidential information obtained from or on behalf of you or the Company by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or the Company to other companies (except as contemplated below in Section 11)companies. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates Credit Suisse is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties or their respective affiliates have Credit Suisse has advised or are is advising you on other matters, (b) the Commitment PartiesCredit Suisse, on the one hand, and you, on the other hand, have an arm’sarms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsCredit Suisse, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, and (d) you have been advised that the Commitment Parties and their affiliates are Credit Suisse is engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties have Credit Suisse has no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliates, (e) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity. In addition, the Commitment Parties may employ the services of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge and agree that we have not provided you with legal, tax or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agentsagency relationship. You further acknowledge that each Commitment Party and/or its affiliates Credit Suisse is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party Credit Suisse may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Company and your and their respective subsidiaries and affiliates and other companies with which you, you or the Company and your and their respective subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Parties, their affiliates Credit Suisse or any of their respective its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliatesdiscretion.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. Each Agent reserves the right to employ the services of its affiliates (including, in the case of DB, Deutsche Bank AG) in providing services contemplated by this Commitment Letter and the Fee Letter and to allocate, in whole or in part, to its affiliates certain fees payable to such Agent in such manner as such Agent and its affiliates may agree in their sole discretion. You acknowledge that (i) each Agent may share with any of its affiliates, and such affiliates may share with such Agent, any information related to the Commitment Parties Transaction, you, the Acquired Business (and your and their respective subsidiaries and affiliates), or any of the matters contemplated hereby and (ii) each Agent and its affiliates may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company your subsidiaries may have conflicting interestsinterests regarding the transactions described herein or otherwise. We will not No Agent will, however, furnish confidential information obtained from or on behalf of you or the Company by virtue of the transactions contemplated by this Commitment Letter or our its other relationships with you or the Company to other companies (except as contemplated below in Section 11other than your affiliates). You also acknowledge that we do not have no Agent has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates it from other companies. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates us is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties we or their respective our affiliates have advised or are advising you on other matters, (b) the Commitment Partieswe, on the one hand, and you, on the other hand, have an arm’sarms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorspart, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties we and their our affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties we and our affiliates have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliatesagency relationship, and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing permitted by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for youlaw, any claims you may have against us or our affiliates for breach of your affiliates fiduciary duty or any other person or entity. In addition, the Commitment Parties may employ the services alleged breach of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge fiduciary duty and agree that we and our affiliates shall have not provided no liability (whether direct or indirect) to you with legalin respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, tax including your stockholders, employees or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agentscreditors. You further acknowledge that each Commitment Party and/or its affiliates of DBSI and MLPFS is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party DBSI, MLPFS and/or their respective affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for its their own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Company Acquired Business and your and their its respective subsidiaries and affiliates and other companies with which you, your subsidiaries or the Company and your and their respective subsidiaries Acquired Business may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment PartiesDBSI, MLPFS, any of their respective affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion discretion. Each Agent or its affiliates may also co-invest with, make direct investments in, and without invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, your subsidiaries, the Acquired Business or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any liability thereof. You acknowledge that you have been advised of the roles of DB and MLPFS and/or their respective affiliates as buy-side advisors to you in connection with the Transaction and that, in such capacity, DB and MLPFS and/or their respective affiliates are not advising you to enter into this Commitment Letter or advising you with respect to any financing contemplated herein. You acknowledge and agree that you (together with your legal and other advisors) are independently evaluating this Commitment Letter and any provision of financing contemplated herein and are fully aware of any conflicts of interest which may exist as a result of DB’s and MLPFS’ engagement hereunder and the engagement of DB and MLPFS and/or their respective affiliates as buy-side advisors to you. You acknowledge and agree to such retentions, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the Company engagement of DB and MLPFS hereunder or any of your arrangement, underwriting or provision by DB and MLPFS and/or their respective subsidiaries affiliates of any financing in connection with the Transactions and, on the other hand, DB’s and MLPFS’ and/or their respective affiliates’ roles as buy-side advisors to you in connection with the Transactions. Each of DB and MLPFS acknowledges (i) the role of MLPFS and/or its affiliates as a buy-side advisor to you in connection with the Transaction and (ii) that such relationship does not create any fiduciary duty or responsibilities to the other Agents on the part of either DB or MLPFS and/or their respective affiliates.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge The Company acknowledges that the Commitment Parties and their WFF or one or more of its affiliates may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other Dialogic Corporation October 10, 2014 companies in respect of which you or the Company may have conflicting interests. We will not furnish confidential information obtained from or on behalf of you or the Company by virtue of interests regarding the transactions contemplated by this Commitment Letter described herein or our other relationships with you or the otherwise. The Company to other companies (except as contemplated below in Section 11). You also acknowledge acknowledges that we do WFF does not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Company, confidential information obtained by us WFF or any of our respective its affiliates from other companies. You The Company further acknowledge acknowledges and agree agrees that (a) no fiduciary, advisory or agency relationship between you the Company, on the one hand, and your affiliates WFF and its affiliates, on the Commitment Parties and/or their affiliates other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties WFF or their respective one or more of its affiliates have has advised or are is advising you the Company on other matters, (b) the Commitment PartiesWFF and its affiliates, on the one hand, and youthe Company, on the other hand, have an arm’sarms-length business relationship that does not directly or indirectly give rise to, nor do you does the Company rely on, any fiduciary duty on the part of the Commitment Parties WFF or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsits affiliates, (c) you are the Company is capable of evaluating and understanding, and you understand the Company understands and acceptaccepts, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have the Company has been advised that the Commitment Parties and their WFF or one or more of its affiliates are is engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ the Company’s interests and that the Commitment Parties WFF and its affiliates do not have no any obligation to disclose such interests and transactions to you the Company by virtue of any fiduciary, advisory or your affiliatesagency relationship, and (e) you have consulted your own legalthe Company waives, accounting, regulatory and tax advisors to the fullest extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing permitted by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for youlaw, any of your affiliates claims the Company may have against WFF or any other of its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that WFF and its affiliates shall not have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or entity. In addition, the Commitment Parties may employ the services in right of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled including the Company’s stockholders, employees or creditors. For the avoidance of doubt, the provisions of this paragraph apply only to the benefits afforded to, transactions contemplated by this Commitment Letter and be subject to the obligations of, relationships and duties created in connection with the Commitment Parties under transactions contemplated by this Commitment Letter. You acknowledge and agree The Company further acknowledges that we have not provided you with legal, tax WFF or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agents. You further acknowledge that each Commitment Party and/or its one or more of WFF’s affiliates is a are full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party WFF or one or more of WFF’s affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for its their respective own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Company and your and their respective subsidiaries and affiliates and other companies with which you, the Company and your and their respective subsidiaries may have commercial or other relationships. With respect to any debt or other securities and/or financial instruments so held by the Commitment Parties, their WFF or one or more of its affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliatesdiscretion.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge The Company acknowledges that the each Commitment Parties and their Party or one or more of its affiliates may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interests. We will not furnish confidential information obtained from or on behalf of you or the Company by virtue of interests regarding the transactions contemplated by this described herein or otherwise. The Company also acknowledges that the Commitment Letter or our other relationships with you or the Company to other companies (except as contemplated below in Section 11). You also acknowledge that we Parties do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Company, confidential information obtained by us or any of our respective affiliates a Commitment Party from other companiescompanies (including the Seller). You Each of the parties hereto further acknowledge acknowledges that Regions and agree BofA are currently providing debt financing and other services to the Company in respect of which Regions and BofA may have conflicting interests regarding the transactions described herein or otherwise. Each of the parties hereto also acknowledges that neither Regions or BofA have any obligation to any other Commitment Party to disclose confidential information obtained by Regions or BofA in connection with such existing debt financing. The Company further acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between you the Company, on the one hand, and your affiliates and a Commitment Party, on the Commitment Parties and/or their affiliates other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the such Commitment Parties Party or their respective one or more of its affiliates have has advised or are is advising you the Company on other matters, (b) the each Commitment PartiesParty, on the one hand, and youthe Company, on the other hand, have has an arm’sarms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the such Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsParty, (c) you are the Company is capable of evaluating and understanding, and you understand it understands and acceptaccepts, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have the Company has been advised that the each Commitment Parties and their Party or one or more of its affiliates are is engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ its interests and that the such Commitment Parties Party does not have no any obligation to disclose such interests and transactions to you it by virtue of any fiduciary, advisory or your affiliatesagency relationship, and (e) you have consulted your own legalthe Company waives, accounting, regulatory and tax advisors to the fullest extent you permitted by law, any claims it may have deemed appropriate and (f) each against a Commitment Party has been, is for breach of fiduciary duty or alleged breach of fiduciary duty and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity. In addition, agrees that the Commitment Parties may employ the services shall not have any liability (whether direct or indirect) to it in respect of their respective affiliates such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and right of the Company, and such affiliates shall be entitled including its stockholders, employees or creditors. For the avoidance of doubt, the provisions of this paragraph apply only to the benefits afforded to, transactions contemplated by this Commitment Letter and be subject to the obligations of, relationships and duties created in connection with the Commitment Parties under transactions contemplated by this Commitment Letter. You acknowledge and agree The Company further acknowledges that we have not provided you with legal, tax one or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agents. You further acknowledge that each more of the affiliates of any Commitment Party and/or its affiliates is a are full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party or one or more of its affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for its their respective own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, youthe Company, the Company and your and their respective subsidiaries and affiliates and other companies with which you, the Company and your and their respective subsidiaries may have commercial or other relationships. With respect to any debt or other securities and/or financial instruments so held by the a Commitment Parties, their Party or one or more of its affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to youdiscretion. In particular, the Company acknowledges that the Company has been advised of the role of MLPFS and/or its affiliates as Financial Advisor and that, in such capacity, (i) the Financial Advisor may recommend to the Seller that the Seller not pursue or accept the offer or proposal of the Company for the acquisition of the Acquired Business, (ii) the Financial Advisor may advise the Seller and/or the Acquired Business in other manners adverse to the interests of the Company, including, without limitation, by providing advice on pricing, leverage levels, and timing and conditions of closing with respect to the bid by the Company, taking other actions with respect to the bid of the Company and taking action under any definitive agreement between the Company, Seller and/or the Acquired Business, and (iii) the Financial Advisor may possess information about the Seller and/or the Acquired Business, the acquisition of the Acquired Business, and other potential purchasers and their respective strategies and proposals, but the Financial Advisor shall have no obligation to disclose to the Company the substance of such information or the fact that it is in possession thereof. In addition, the Company acknowledges that any of your the Arrangers or Commitment Parties or their respective subsidiaries affiliates may be arranging or affiliatesproviding (or contemplating arranging or providing) a committed form of acquisition financing to other potential purchasers of the Acquired Business and that, in such capacity, such Arranger, Commitment Party or affiliate may acquire information about the Acquired Business, the sale thereof, and such other potential purchasers and their strategies and proposals, but such party shall have no obligation to disclose to the Company the substance of such information or the fact that such party is in possession thereof.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. Each of us reserves the right to employ the services of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to our affiliates certain fees payable to us in such manner as we and our affiliates may agree in our sole discretion. You acknowledge that (a) each of us may share with any of our affiliates, and such affiliates may share with us, any information related to the Commitment Parties Transaction, the Guarantor and the Acquired Company, and their respective subsidiaries and other affiliates, or any of the matters contemplated hereby and (b) each of us and our affiliates may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Guarantor, the Acquired Company and their respective affiliates may have conflicting interestsinterests regarding the transactions described herein or otherwise. We will not Each of us agrees to treat, and cause any such of our affiliates to treat, all non-public information provided to us by you and your subsidiaries (and clearly and conspicuously identified as such by you) as confidential information in accordance with the provisions hereof and customary banking industry practices. None of us will, however, furnish confidential information obtained from or on behalf of you or the Company by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or the Company to other companies persons (except as contemplated below in Section 11other than your affiliates). You also acknowledge that we do not have none of us has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companiespersons. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates us, or any other implied duty on our behalf, is intended to be or has been created in respect of any of the financing transactions contemplated by this Commitment Letter, including in connection with the process leading thereto or the communications pursuant hereto or otherwise, in each case irrespective of whether the Commitment Parties we or their respective our affiliates have advised or are advising you on other matters, (b) the Commitment Partieswe, on the one hand, and you, on the other hand, have an arm’s-length arms’-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary fiduciary, advisory or agency duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorspart, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties we and their our affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties we and our affiliates have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliatesagency relationship, and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing permitted by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for youlaw, any claims you may have against us or our affiliates for breach of your affiliates fiduciary duty or any other person or entity. In addition, the Commitment Parties may employ the services alleged breach of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge fiduciary duty and agree that we and our affiliates shall have not provided no liability (whether direct or indirect) to you with legalin respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, tax including your stockholders, employees or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agentscreditors. You further acknowledge that each Commitment Party and/or its affiliates is JPMCB and JPMorgan, together with their affiliates, are a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party JPMCB, JPMorgan and their affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for its their own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, youthe Guarantor, the Acquired Company and your and their respective subsidiaries and affiliates and other companies with which you, the Company and you or your and their respective subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Partiesany of us, their any of our affiliates or any of our or their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliatesdiscretion.

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties and their respective affiliates or managed funds may be providing debt financing, equity capital or other services (including including, without limitation investment banking and limitation, financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you you, Mariposa or the Company Target or your or their respective affiliates may have conflicting interestsinterests regarding the transactions described herein or otherwise. We will not furnish confidential information obtained from or on behalf of you or the Company by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or the Company to other companies (companies, except as contemplated below in Section 11)otherwise permitted below. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you you, the Target and/or your or the Company, their respective affiliates confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter or the Fee Letter, irrespective of whether the Commitment Parties we or their our respective affiliates have advised or are advising you on other matters, (b) the Commitment PartiesParties and their respective affiliates, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on our part, (c) you are capable of evaluating and understanding, and you understand and accept and agree that you are responsible for making your own independent judgment with respect to, the part terms, risks and conditions of the transactions contemplated by this Commitment Letter, the Fee Letter and the Term Sheet, (d) you have been advised that the Commitment Parties and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that no Commitment Party or any of their its affiliates has any obligation to disclose such interests and transactions to you and/or your affiliates by virtue of any fiduciary, advisory or agency relationship, (e) you waive, to the fullest extent permitted by law, any claims you may have against us and our respective affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our respective affiliates will shall not have no any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalfbehalf of or in right of you, including equity holdersyour equityholders, employees or creditors, creditors and (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties and their affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties have no obligation to disclose such interests and transactions to you or your affiliates, (ef) you have consulted your own legal, accounting, regulatory regulatory, investment, tax and tax financial advisors to the extent you have deemed appropriate and (f) each you are not relying on the Commitment Parties for such advice and no Commitment Party has beenshall have any responsibility or liability to you with respect thereto. Any review by us of the Borrower, is and the Target, the transactions contemplated hereby or other matters relating to such transactions will be acting performed solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not for our benefit and will shall not be acting as an advisor, agent on behalf of you or fiduciary for you, any of your affiliates or any other person or entity. In addition, the Commitment Parties may employ the services of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge and agree that we have not provided you with legal, tax or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agentsaffiliates. You further acknowledge that each Commitment Party and/or its affiliates is information and documents relating to the Incremental Term Loan Facility may be transmitted through SyndTrak, Intralinks, the internet, e-mail or similar electronic transmission systems and that Indemnified Persons shall not be liable for any damages arising from the unauthorized use or misuse by others of information or documents transmitted in such manner, except to the extent any such damages are found in a full service securities firm engaged in securities trading final and brokerage activities as well as providing investment banking and other financial services. In non-appealable judgment by a court of competent jurisdiction to have resulted from the ordinary course of businessgross negligence, each Commitment Party may provide investment banking and other financial services to, and/or acquire, hold bad faith or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) willful misconduct of, youor material breach of the obligations under this Commitment Letter or Fee Letter by, the Company and your and their respective subsidiaries and affiliates and other companies with which you, the Company and your and their respective subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Parties, their affiliates Indemnified Persons (or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliatesRelated Indemnified Persons).

Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Commitment Parties and their affiliates we may be providing debt financing, equity capital or other services (including without limitation investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling) to other companies in respect of which you or the Company may have conflicting interestsinterests regarding the transactions described herein or otherwise. We will not furnish confidential information obtained from or on behalf of you or the Company by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you or the Company to other companies (except as contemplated below in Section 11)companies. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you or the Companyyou, confidential information obtained by us or any of our respective affiliates from other companies. You further acknowledge and agree that (a) each Financial Institution will act as an independent contractor and no fiduciary, advisory or agency relationship between you and your affiliates and the Commitment Parties and/or their affiliates us is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties or their respective affiliates we have advised or are advising you on other matters, (b) each Financial Institution is acting solely as a principal and not as an agent of yours hereunder and the Commitment PartiesFinancial Institutions, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties or any of their affiliates and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Exit Facility and agree that we and our affiliates will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditorsus, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties and their affiliates we are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties we do not have no any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or your affiliates, agency relationship and (e) you have consulted your own legalwaive, accounting, regulatory and tax advisors to the fullest extent you have deemed appropriate and (f) each Commitment Party has been, is and will be acting solely as a principal and, except as otherwise expressly agreed in writing permitted by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary for youlaw, any claims you may have against us for breach of your affiliates fiduciary duty or any other person or entity. In addition, the Commitment Parties may employ the services alleged breach of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and the Company, and such affiliates shall be entitled to the benefits afforded to, and be subject to the obligations of, the Commitment Parties under this Commitment Letter. You acknowledge fiduciary duty and agree that we shall not have not provided any liability (whether direct or indirect) to you with legalin respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, tax including your stockholders, employees or accounting advice and that you have obtained such independent advice from your own advisors, representatives and agentscreditors. You further acknowledge that each Commitment Party and/or its affiliates Financial Institution is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party we may provide investment banking and other financial services to, and/or acquire, hold or sell, for its our own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, Holdings, the Company Borrower, the Target and your and their respective its subsidiaries and affiliates and other companies with which you, Holdings, the Company and your and their respective Borrower or the Target or its subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Partiesus, their affiliates or any of their respective our customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion and without any liability to you, the Company or any of your or their respective subsidiaries or affiliatesdiscretion.