Common use of Syndication Clause in Contracts

Syndication. The Borrowers agree that the Administrative Agent has the right to syndicate the Commitments and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using commercially reasonable efforts to ensure that the syndication efforts benefit materially from the Borrower's lending and equity relationships, (b) direct contact between the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting in the preparation of, information, projections and marketing materials to be used in connection with the syndication and (d) the hosting, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentages.

Syndication. (a) The Borrowers agree Borrower agrees that it shall, subject to the disclosure limitations in the Takeover Code with respect to the Target Transactions, take all actions that the Administrative Agent has Arrangers may reasonably request to assist them in timely forming a syndicate acceptable to the right to syndicate the Commitments Arrangers and the Term Loans Lenders participating in this Agreement. The Borrower’s assistance in forming such syndicate with respect to this Agreement shall include but not be limited to: (i) making available senior management, representatives and non-legal advisors of the Borrower (at reasonable times and upon reasonable notice); (ii) providing copies of any time due diligence reports or from time to time to a group of financial institutions (the "Additional Lenders") identified memoranda prepared by the Administrative Agent legal, accounting, tax or other advisors in consultation connection with the BorrowersAcquisition and any other customary and reasonably available information the Arrangers may reasonably request in connection with a customary due diligence review, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory each case, to the Administrative Agent extent reasonably available to the Borrower and subject to the Borrowersdelivery of customary non-disclosure and non-reliance agreements reasonably acceptable to the Arrangers; (iii) participation, including with the Arrangers, in one or more informational meetings with potential Lenders at such times and places as the Arrangers may reasonably request; (aiv) using commercially reasonable efforts to ensure that the syndication efforts benefit materially effort benefits from the Borrower's ’s prior and existing lending and equity relationshipsother banking relationships and to the extent practicable and appropriate, those of the Target; (bv) direct contact between the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting in the preparation ofand delivery, informationas soon as practicable after the date hereof, projections but in no event later than 20 Business Days prior to Closing Date, of a Confidential Information Memorandum and other customary marketing materials to be used in connection with the syndication syndication; and (dvi) using commercially reasonable efforts to obtain, at the hostingBorrower’s expense, with public corporate credit/family ratings of the Administrative Agent Borrower and ratings of the Facility by Xxxxx’x and S&P as soon as practicable after the date hereof, including participation in rating agency presentations and using commercially reasonable efforts to cause such corporate credit/family ratings and ratings of the Facility to be continuously maintained). For the avoidance of doubt, from and after the Closing Date, the Borrower’s assistance will include the assistance as provided in the prior sentence of Target and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentagessenior management.

Syndication. The Borrowers agree that Company agrees to cooperate with GSCP, and agrees to use commercially reasonable efforts to cause Amazys to cooperate with GSCP, in connection with (i) the Administrative Agent has preparation of an information package regarding the right business, operations, financial projections and prospects of the Company and Amazys including, without limitation, the delivery of all information relating to syndicate the Commitments transactions contemplated hereunder prepared by or on behalf of the Company or Amazys deemed reasonably necessary by GSCP to complete the syndication of the credit facilities under this Agreement and the Term Loans at any time or from time to time to a group of financial institutions Second Lien Credit Agreement (the "Additional Lenders") identified by the Administrative Agent in consultation with the Borrowersincluding, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowerswithout limitation, including (a) using commercially reasonable efforts to ensure that obtain the syndication efforts benefit materially credit ratings for credit facilities provided for under this agreement and the Second Lien Credit Agreement from Xxxxx’x and S&P prior to the Borrower's lending Closing Date and equity relationships, (bii) direct contact between the Borrowers presentation of an information package reasonably acceptable in format and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting content to GSCP in the preparation of, information, projections meetings and marketing materials to be used other communications with prospective Lenders in connection with the syndication of the Facilities (including, without limitation, direct contact between senior management and (d) representatives of the hostingCompany and Amazys with prospective Lenders and participation of such persons in meetings). Without limiting the foregoing, the Company authorizes and will obtain contractual undertakings from Amazys to authorize, the use of their respective logos in connection with any such dissemination. At the request of the Administrative Agent, the Company agrees to prepare a version of the information package and presentation that does not contain material non-public information concerning the Company or Amazys, their respective affiliates or their securities. In addition, the Company agrees that unless specifically labeled “Private — Contains Non-Public Information,” no information, documentation or other data disseminated to prospective Lenders in connection with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on whether through an internet site (including, without limitation, an IntraLinks workspace), electronically, in presentations at meetings or otherwise, will contain any material non-public information concerning the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on Company or Amazys, their respective Loan Percentagesaffiliates or their securities.

Syndication. The Borrowers agree that We reserve the Administrative Agent has right, prior to or after the right execution of definitive documentation for the Facilities, to syndicate all or a portion of our commitments with respect to the Commitments and the Term Loans at any time or from time to time Facilities to a group of banks, financial institutions and other institutional lenders (together with CS, the "Additional “Lenders"”) identified by us and approved by you (such approval not to be unreasonably withheld or delayed). We intend to commence syndication efforts promptly upon the Administrative Agent in consultation with the Borrowersexecution of this Commitment Letter, if the Administrative Agent and its affiliates determine you agree actively to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates us in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including syndication. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the any syndication efforts benefit materially from the Borrower's your existing lending and equity investment banking relationships, (b) direct contact between senior management, representatives and advisors of you and the Borrowers and any Additional proposed Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting assistance by you in the preparation of, information, projections of a Confidential Information Memorandum for the Facilities and other marketing materials to be used in connection with the syndication syndication, (d) prior to the launch of the syndication, the obtaining of affirmations of the ratings with respect to the existing credit facilities (as modified by the Proposed Amendment) or ratings of the Replacement Facilities from each of Standard & Poor’s Ratings Service (“S&P”) and Xxxxx’x Investors Service, Inc. (“Moody’s) and the corporate rating from S&P and the corporate family rating from Moody’s, in each case in respect of the Borrower and (de) the hosting, with the Administrative Agent and its affiliatesCS Securities, of one or more meetings of any Additional prospective Lenders. The Administrative Agent You agree, at the request of CS Securities, to assist in the preparation of a version of the Confidential Information Memorandum and other marketing materials and presentations to be used in connection with the syndication of the Facilities, consisting exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to the Borrower and its affiliates would subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information”. You further agree that each document to be disseminated by Credit Suisse to any Lender in connection with the Facilities will be identified by you as either (i) containing Private Lender Information or (ii) containing solely Public Lender Information, provided that Credit Suisse provides each such document in final form to the Borrower prior to its dissemination. CS Securities will manage all aspects of the any syndication, in consultation with the BorrowersBorrower, including decisions as to the selection of institutions to be approached (with the consent of the Borrower, such consent not to be unreasonably withheld or delayed) and when they will be approached, when their commitments will be accepted, which institutions will participateparticipate (with the consent of the Borrower, such consent not to be unreasonably withheld or delayed), the allocations allocation of the commitments among the Lenders, any Additional Lenders naming rights and the amount and distribution of fees among any Additional the Lenders. The Borrowers acknowledge that To assist CS Securities in its syndication efforts, you agree promptly to prepare and provide to CS Securities all information with respect to you and your subsidiaries, the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, Transactions and the Administrative Agent other transactions contemplated hereby, including all financial information and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to projections (the contrary contained herein“Projections”), in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentagesas we may reasonably request.

Syndication. The Borrowers agree that Citigroup reserves the Administrative Agent has right, before or after the right execution of the Operative Documents, to syndicate the Commitments and the Term Loans at any time all or from time a portion of its commitment to time to a group of one or more other financial institutions (including institutional investors) that will become parties to the "Additional Operative Documents pursuant to a syndication to be managed by CGMI (the financial institutions becoming parties to the Operative Documents being collectively referred to herein as the “Lenders") identified by ”). CGMI will manage all aspects of the Administrative Agent syndication in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments France and the Term Loans. The Borrowers agree Borrower, including the timing of all offers to actively assist potential Lenders, the Administrative Agent determination of the amounts offered to potential Lenders, the acceptance of commitments of the Lenders and its affiliates in completing a syndication satisfactory the compensation to be provided to the Administrative Agent Lenders. France shall take, and shall use its best efforts to cause the Borrower to take, all action as CGMI may reasonably request to assist CGMI in forming a syndicate acceptable to CGMI. France’s and the Borrowers, including Borrower’s assistance in forming such a syndicate shall include but not be limited to (ai) making senior management and representatives of France and the Borrower available to participate in information meetings with potential Lenders at such times and places as CGMI may reasonably request; (ii) using commercially reasonable France’s and the Borrower’s best efforts to ensure that the syndication efforts benefit materially from France’s, the Borrower's ’s and their respective owners’ lending relationships; and equity relationships(iii) providing CGMI with all information reasonably deemed necessary by it to achieve Successful Syndication (as further defined). To ensure Successful Syndication of the Facilities, (b) direct contact between France agrees that until Successful Syndication has occurred, neither the Borrowers Borrower nor France will, and will not permit any Additional Lendersof their respective affiliates to, (c) furnishingsyndicate or issue, orattempt to syndicate or issue, as announce or authorize the Administrative Agent may request, assisting in announcement of the preparation syndication or issuance of, informationor engage in discussions concerning the syndication or issuance of, projections and marketing materials any debt facility or debt security (including any renewals thereof), other than the facilities in respect of the acquisition of the capital stock of the Borrower to be used in connection with the syndication and (d) the hostingprovided by CGMI to France, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of CGMI. Citibank, N.A. will act as the Borrowers sole Facility Agent for the Facility and CGMI will act as sole syndication agent. No additional agents, co-agents or arrangers will be appointed, or other titles conferred, without the consent of Citigroup. “Successful Syndication” shall be deemed to have occurred upon the earlier of (i) the date upon which CGMI has reduced its hold position to no more than MXP300,000,000 and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentages120 days following Completion.

Syndication. The Borrowers agree SunTrust Bank reserves the right, before or after the execution of the Loan Documents (as defined below), to syndicate all or a portion of its commitments to one or more financial institutions that will become parties to the Loans Documents pursuant to a syndication to be managed by SunTrust. You understand that SunTrust will commence such syndication prior to the Closing Date; provided, that any assignment of commitments prior to the Closing Date shall neither reduce the obligations of SunTrust Bank to fund the Credit Facilities pursuant to its commitments hereunder if any assignee fails to fulfill its obligations under any such assignment nor serve to grant or delegate to any other Lender any discretion reserved to SunTrust Bank with respect to the conditions precedent to funding on the Closing Date (it being agreed and understood that the Administrative Agent has commercial relationship of Holdings, the right to syndicate the Commitments Borrowers and the Term Loans at Sponsor shall be limited to SunTrust Bank (and not any time or from time assignee). It is understood that SunTrust Bank’s commitments and agreements hereunder are not subject to time syndication of the Credit Facilities. As a material inducement to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent in consultation with the BorrowersSunTrust Bank’s issuing its commitment hereunder, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers you hereby agree to actively cooperate, and to use commercially reasonable efforts to cause the Borrowers to cooperate, in such syndication process and to take all action as SunTrust may reasonably request to assist the Administrative Agent and its affiliates Arranger in completing forming a syndication satisfactory to the Administrative Agent syndicate of Lenders. Your assistance and the Borrowers, including ’ assistance shall include (abut not be limited to) using commercially reasonable efforts to ensure that the syndication efforts benefit materially from the Borrower's lending (i) making senior management and equity relationships, (b) direct contact between representatives of the Borrowers and any Additional Lendersthe Sponsor available to participate in meetings with, (c) furnishingand to provide information to, orpotential lenders under the Credit Facilities and ratings agencies, at such reasonable times and places as the Administrative Agent Arranger may reasonably request, assisting ; (ii) using existing lending relationships of the Borrowers and the Sponsor to assist in the preparation of, information, projections and marketing materials to be used in connection with the syndication process; and (diii) providing to the hostingArranger all information reasonably deemed necessary by the Arranger to complete the syndication, including an information memorandum with respect to the Administrative Agent Credit Facilities, the Borrowers and its affiliatesthe Sponsor and pro forma and projected financial statements with respect to the Borrowers and the transactions contemplated by this Commitment Letter (the “Projections”). Promptly after acceptance by you of the terms of this Commitment Letter and the Fee Letter (as defined below), the Arranger intends to commence syndication of one or more meetings the Credit Facilities to a syndicate of any Additional lenders and other investors (collectively, including SunTrust Bank, the “Lenders”). The Administrative Agent and its affiliates would Arranger will manage all aspects of the syndication, syndication of the Credit Facilities in consultation with the BorrowersSunTrust Bank and you, including decisions as the timing of all offers to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participatepotential Lenders, the allocations allocation of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive informationcommitments, and the Administrative Agent determination of compensation and titles (such as co-agent, managing agent, etc.) given, if any, to such Lenders. You agree that no Lender will receive any compensation for its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to commitment to, or participation in, the contrary contained herein, Credit Facilities except as expressly set forth in the event of a syndication (i) Term Sheets or the Fee Letter, or as otherwise agreed to and offered by the Arranger; provided, that no Lender shall such compensation to be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held paid by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall you will be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentagesother Lender without your consent.

Syndication. The Borrowers agree that the Administrative Agent has Each Arranger intends and reserves the right to syndicate (i) the Commitments Incremental Term Loan Facility and (ii) solely to the Term Loans extent that you have not exercised your Designation Right with respect to at least 25% of the aggregate principal amount of the ABL Facility, the ABL Facility to the Lenders; provided that, unless otherwise agreed by you, no assignment prior to the Closing Date will reduce or release any time Commitment Party’s obligation to fund its commitment or from time to time effectuate the Amendment in the event any assignee shall fail to a group of financial institutions (do so on the "Additional Lenders") identified by Closing Date. The Arrangers will lead the Administrative Agent syndication, including determining, in consultation with you, the Borrowerstiming of all offers to prospective Lenders, if the Administrative Agent and its affiliates determine any title of agent or similar designations or roles awarded to syndicate the Commitments any Lender and the Term Loansacceptance of commitments, the amounts offered and the compensation provided to each Lender from the amounts to be paid to the Arrangers pursuant to the terms of this Commitment Letter and the Arranger Fee Letter and will in consultation with you determine the final commitment allocations. The Borrowers You agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using use commercially reasonable efforts to ensure that the Arrangers’ syndication efforts benefit materially from the Borrower's existing lending and equity relationshipsinvestment banking relationships of the Borrower, the Company and their respective subsidiaries. To facilitate an orderly and successful syndication of the Facilities, you agree that, until the earliest of (a) the termination by the Arrangers of syndication of the Facilities, (b) direct contact between (i) with respect to the Borrowers Incremental Term Loan Facility, the earlier of (A) 60 days following the Closing Date and any Additional Lenders(B) the termination of commitments with respect to the Incremental Term Loan Facility and (ii) with respect to the ABL Facility, the earlier of (A) if the ABL Closing Date occurs, 60 days following the ABL Closing Date and (B) the termination of commitments with respect to the ABL Facility and (c) furnishingsolely with respect to the Incremental Term Loan Facility, or, the “Successful Syndication” of the Incremental Term Loan Facility (as the Administrative Agent may request, assisting defined in the preparation ofTerm Arranger Fee Letter), informationyou will ensure (or with respect to the Company or its subsidiaries, projections using your commercially reasonable efforts to ensure) there will be no competing issues, offerings, placements or arrangements of any debt facility or any debt security of the Company or the Borrower or any of their respective subsidiaries, including any renewal or refinancing of any existing debt facility or debt security, being issued, offered, placed or arranged without the consent of the Arrangers, if such issuance, offering, placement or arrangement would materially impair the primary syndication of the Facilities (it being understood that (i) indebtedness incurred under the Existing Credit Agreements, the ABL Facility or the Term Loan Credit Agreement, and marketing materials (ii) (x) as to the Company and its subsidiaries, indebtedness permitted under the Acquisition Agreement to be used incurred or remain outstanding prior to the closing date under the Acquisition Agreement, and indebtedness permitted to remain outstanding on and after the closing date under the Acquisition Agreement and (y) as to the Borrower and its subsidiaries, deferred purchase price obligations, ordinary course working capital facilities for foreign subsidiaries, ordinary course capital lease and purchase money and equipment financings will not be deemed to materially impair the primary syndication of the Facilities). You agree to, and agree to use commercially reasonable efforts to obtain contractual undertakings from the Company to, cooperate with, and provide customary information reasonably required by, the Arrangers in connection with all syndication efforts, including: (i) your assistance in preparing as soon as practicable after the date of this Commitment Letter, a customary information memorandum and other customary presentation materials (collectively, “Confidential Information Memoranda”) regarding the business, operations and financial projections of the Borrower and the Company (which shall be, with respect to the Company, limited to the financial information and projections described in Exhibit C) including without limitation the delivery of all customary information relating to the Transactions prepared by or on behalf of the Borrower or the Company; (ii) using commercially reasonable efforts to obtain from Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”), prior to the launch of the general syndication, a corporate family rating, a corporate credit rating and a credit rating for the Incremental Term Loan Facility; (iii) arranging for direct communications with prospective Lenders in connection with the syndication of the Facilities (including without limitation direct contact between appropriate senior management, representatives and advisors of the Borrower (and using commercially reasonable efforts to cause direct contact with appropriate senior management, representatives and advisors of the Company) and participation of such persons in such meetings); (iv) if the ABL Borrowers elect to include Eligible Inventory (as defined in the Existing ABL Credit Agreement) in the Borrowing Base on the ABL Closing Date, inventory appraisals, of the Loan Parties prior to the ABL Closing Date; and (dv) the hosting, hosting (including any preparations with respect thereto) with the Administrative Agent Arrangers at places and its affiliatestimes reasonably requested by the Arrangers, of one or more meetings of any Additional with prospective Lenders. The Administrative In addition, you agree to use commercially reasonable efforts to ensure that the ABL Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as designees shall have sufficient access to the selection of institutions Borrower and its subsidiaries, and you agree to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge use commercially reasonable efforts to ensure that the information the Borrowers may be asked to furnish to the Administrative ABL Agent and its affiliates designees shall have sufficient access to the Company and its subsidiaries, to any Additional Lenders may include sensitive competitive complete a field examination as soon as practicable after the date hereof. You will be solely responsible for the contents of the Confidential Information Memoranda and all other information, documentation or other materials delivered to us in connection therewith and you acknowledge that we will be using and relying upon such information without independent verification thereof as provided in Section 4 below. Subject to your consent, not to be unreasonably withheld or delayed, and compliance with applicable laws, you agree that each Arranger has the right to place advertisements in financial and other newspapers at its own expense describing its services to you and the Administrative Agent Borrower. We agree that the only financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the Facilities shall be those required to be delivered pursuant to paragraphs 3 and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. 4 of Exhibit C. Notwithstanding anything to the contrary contained hereinin this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including compliance with any of the provisions set forth in this paragraph), shall not constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date. You understand that certain prospective Lenders (such Lenders, “Public Lenders”) may have personnel that do not wish to receive MNPI (as defined below). At an Arranger’s request, you agree to assist in the event preparation of an additional version of the Confidential Information Memoranda that does not contain material non-public information (as reasonably determined by you) concerning you, the Company or your or its respective subsidiaries or affiliates or your or its respective securities (collectively, “MNPI”) which is suitable to make available to Public Lenders. You acknowledge and agree that the following documents may be distributed to Public Lenders (unless you or your counsel promptly notify us (including by email) otherwise and provided that you and your counsel have been given a reasonable opportunity to review such documents and comply with applicable securities law disclosure obligations): (a) drafts and final versions of the Facilities Documentation; (b) administrative materials prepared by any Arranger for prospective Lenders (including without limitation a lender meeting invitation, allocations and funding and closing memoranda); and (c) summaries of terms and notification of changes in the terms and conditions of the Facilities. Before distribution of any Confidential Information Memoranda in connection with the syndication of the Facilities (i) no Lender shall be permitted to syndicate more than 49% prospective Lenders that are not Public Lenders, you will provide us with a customary letter authorizing the dissemination of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers such materials and (ii) to prospective Public Lenders, you will provide us with a customary letter authorizing the dissemination of information that does not contain MNPI (the “Public Information Materials”) to Public Lenders and confirming the absence of MNPI therein. The Confidential Information Memoranda provided to Lenders and prospective Lenders will be accompanied by a disclaimer by such recipients exculpating us with respect to any syndication use thereof and of any related materials by the recipients thereof. In addition, at an Arranger’s request, you will identify Public Information Materials by marking the same as “PUBLIC” and by doing so you shall be offered deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Public Information Materials as not containing any MNPI. It is agreed that the completion of the successful syndication of, or receipt of commitments in respect of, the Facilities will not be a condition to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan PercentagesCommitment Parties’ commitments hereunder.

Syndication. The Borrowers Arranger intends and reserves the right, after the execution of the Bridge Loan Agreement, to syndicate all or a part of the Initial Lenders’ Commitments to one or more financial institutions and/or lenders (collectively with the Initial Lenders, the “Lenders”) in one or more stages, and you acknowledge and agree that the Administrative Agent has commencement of syndication shall occur in the right to syndicate discretion of the Commitments Arranger in consultation with you. The selection of the Lenders (a) from the date hereof until the earlier of 30 days following the date hereof and the Term Loans at any time or from time to time to a group date of financial institutions the completion of Successful Syndication (as defined below) (the "Additional Lenders") identified “Initial Syndication Period”), shall be made jointly by the Administrative Agent Arranger and the Borrower in accordance with the syndication plan (the “Syndication Plan”) for the Bridge Facility agreed to by the Borrower and the Arranger prior to the date hereof (provided, that such Syndication Plan shall include the pre-approval of any “Lender” under and as defined in the Existing Credit Agreement), (b) following the Initial Syndication Period, if and for so long as a Successful Syndication (as defined below) has not been achieved, shall be made by the Arranger in consultation with the BorrowersBorrower and (c) following the achievement of a Successful Syndication, if any further assignments of Commitments shall be in accordance with Section 10.6 of the Administrative Agent and its affiliates determine to Bridge Loan Agreement. The Arranger will not syndicate the Commitments to any institution identified as a “Disqualified Lender” in the Syndication Plan. The Arranger will lead the syndication, including determining the timing of all offers to potential Lenders, any title of agent or similar designations or roles awarded to any Lender (subject, however, to your rights to appoint Additional Agents as provided above) and the Term Loansacceptance of commitments, the amounts offered, the final commitment allocations and the compensation provided to each Lender from the amounts to be paid to the Initial Financing Parties pursuant to the term of the Bridge Loan Agreement and this Fee and Syndication Letter; provided, that (x) during the Initial Syndication Period, all such determinations shall be made jointly by the Arranger and the Borrower in accordance with the Syndication Plan and (y) following the Initial Syndication Period, such determinations shall be made by the Arranger in consultation with the Borrower. The Borrowers agree to actively assist Commitments of the Administrative Agent Initial Lenders under the Bridge Loan Agreement shall be reduced on a pro rata basis (or allocated between them as they may otherwise determine) pound-for-pound as and its affiliates in completing a syndication satisfactory when Commitments for the Bridge Facility are received from Lenders to the Administrative Agent extent that each such Lender becomes a party to the Bridge Loan Agreement as a “Lender” thereunder, and you agree, promptly upon the Arranger’s request, to execute an Assignment and Assumption with respect to each Lender that is selected in accordance with the foregoing provisions of this Section 2; provided, further, however, that in the case of any syndication of a portion of the Commitments as set forth above other than to a Lender which either (x) is set forth in the Syndication Plan or the Borrower has otherwise approved (such approval not to be unreasonably withheld, delayed or conditioned; provided, that if the Certain Funds Period has not terminated such approval shall be at the Borrower’s sole discretion) or (y) is a commercial or investment bank whose long term senior unsecured debt is rated investment grade by Xxxxx’x (as defined below) and S&P (as defined below) upon first becoming party to the Bridge Loan Agreement, the Initial Lenders shall not be relieved, released or novated from their respective obligations under the Bridge Loan Agreement with respect to such portion of the Initial Lenders’ respective Commitments until the funding of the Advances on the Closing Date has occurred and the Borrowers, including (a) using Certain Funds Period has terminated. The Borrower agrees to use commercially reasonable efforts to ensure that the Arranger’s syndication efforts benefit materially from the Borrower's existing lending relationships of the Borrower and its subsidiaries. To facilitate an orderly and Successful Syndication, you agree that until the earliest of (x) the termination of the syndication by the Arranger, (y) the date a Successful Syndication is achieved and (z) 60 days following the Closing Date (such earliest date, the “Syndication Date”), the Borrower will not syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of any debt facility or any debt or equity relationshipssecurity of the Borrower or any of its subsidiaries that would reasonably be expected to materially impair the syndication of the Bridge Facility as reasonably determined by the Arranger, including any renewals or refinancings of any existing debt facility or debt security (other than (a) the Bridge Facility, (b) direct contact between the Borrowers and any Additional LendersPermanent Financing, (c) furnishing, or, as the Administrative Agent may request, assisting in the preparation of, information, projections and marketing materials to be used in connection with the syndication and (d) the hosting, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentages.commercial paper issuance,

Syndication. The Borrowers agree that Subject to the Administrative Agent has following paragraphs of this Section 2, the right Lead Arrangers reserve the right, prior to or after the date of the funding of the First Lien P2P Facility but in any event not prior to the publication of the first Rule 2.7 Announcement, to syndicate all or a portion of the Commitments commitments of Nomura, Jefferies and Macquarie Lender (the “Initial Lenders”) to provide Term Loans at any time in respect of the First Lien P2P Facility (but not the Cash Flow Bridge Facility) to one or from time to time to a group of more banks, financial institutions or other institutional lenders and investors reasonably acceptable to you (such acceptance not to be unreasonably withheld, denied, delayed or conditioned) (such institutions to exclude, in any event, Disqualified Institutions) (the "Additional “Lenders"”) identified by the Administrative Agent Lead Arrangers in consultation with you, including, without limitation, any relationship lenders designated by you and reasonably acceptable to the BorrowersLead Arrangers, provided that we agree not to syndicate our commitments to Disqualified Lenders (as defined in the First Lien P2P Credit Agreement). Notwithstanding anything to the contrary in this Section 2, prior to the expiry of the Certain Funds Period, (a) each Initial Lender shall remain obligated to fund its commitments under the First Lien P2P Facility, subject only to satisfaction of the conditions precedent to utilization of the First Lien P2P Facility set out in Sections 4.01 and 4.02 of the First Lien P2P Credit Agreement, notwithstanding any syndication, assignment or participation of any of its commitments in respect of the First Lien P2P Facility, (b) no Initial Lender shall be relieved, released or novated from its obligations hereunder or under the First Lien P2P Credit Agreement (including, subject to the satisfaction of the conditions set forth in the First Lien P2P Credit Agreement, its obligation to fund the First Lien P2P Facility) in connection with any syndication, assignment or participation of the First Lien P2P Facility, (c) no assignment or novation by any Initial Lender shall become effective as between the Borrower and the Initial Lenders with respect to all or any portion of any Initial Lender’s commitments in respect of the First Lien P2P Facility and (d) prior to the Closing Date, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the First Lien P2P Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments (provided, that, nothing herein shall limit the rights of the Credit Parties pursuant hereto or pursuant to the Loan Documents (including, without limitation, their consent rights with respect to any assignment, modification, supplement, waiver or amendment). Furthermore, each Initial Lender undertakes that it will not enter into any agreement, contract or transaction that is designed or intended to directly or indirectly relieve any Initial Lender from any of its commitments, liabilities or obligations set forth in the First Lien P2P Credit Agreement or this letter prior to the expiry of the Certain Funds Period. Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitments in respect of the First Lien P2P Facility are not conditioned upon the syndication of, or receipt of commitments in respect of, the First Lien P2P Facility and in no event shall the commencement or successful completion of syndication of the First Lien P2P Facility constitute a condition to the availability of the First Lien P2P Facility. Each Lead Arranger confirms that it is aware of the obligations and restrictions imposed by the City Code as they relate to the syndication of indebtedness of UK Bidco and its Affiliates following the publication of the Rule 2.7 Announcement, including without limitation Rule 20.1 of the City Code and Practice Statement No. 25 (Debt Syndication During Offer Periods) published by the Panel (the “Practice Statement”). Notwithstanding anything to the contrary in this Section 2, each Lead Arranger agrees that, prior to the expiry of the Certain Funds Period, it will not commence any syndication, assignment or participation of the First Lien P2P Facility until an appropriate syndication protocol with respect to the distribution of non-public information in respect of the Initial Borrower, UK Bidco, the Target of any of their respective Subsidiaries or Affiliates, including without limitation for the purpose of determination that the requirements set forth in Rule 20.1 of the City Code and paragraph 4 of the Practice Statement have been met (the “Syndication Protocol”) has been agreed between the Initial Borrower, the Lead Arrangers and the financial advisor to UK Bidco in respect of the Scheme or Offer described in the first Rule 2.7 Announcement (the “Financial Advisor”) and, if considered necessary by the Administrative Agent Financial Advisor, has been approved by the Panel. Subject to (and its affiliates determine without limitation of) the other provisions of this Section 2, the Lead Arrangers may commence syndication efforts promptly upon the execution of this Fee Letter, and as part of their syndication efforts, it is their intent to syndicate have Lenders commit to the Commitments First Lien P2P Facility prior to the Closing Date. Until the earlier of (i) a Successful First Lien Syndication (as defined below) and (ii) the Term Loans. The Borrowers 30th day after the Closing Date (such earlier date, the “Syndication Date”), you agree to actively assist the Administrative Agent and its affiliates Lead Arrangers in completing seeking to complete a timely syndication that is reasonably satisfactory to us and you. In connection with the Administrative Agent and syndication of the BorrowersFirst Lien P2P Facility, including such assistance shall include (ai) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your and the Borrower's Sponsor’s existing banking relationships and, to the extent practical and appropriate and not in contravention of the City Code or the Practice Statement, the Target’s existing lending and equity investment banking relationships, (bii) your using commercially reasonable efforts to cause direct contact between your senior management, representatives and advisors on the Borrowers one hand, and any Additional the proposed Lenders on the other hand at mutually agreed upon times (which may be conducted virtually or telephonically) (and, to the extent practical and appropriate and not in contravention of the Practice Statement, your using commercially reasonable efforts to arrange such contact between senior management, representatives and advisors of Target, on the one hand, and the proposed Lenders, on the other hand), (ciii) furnishing, or, as the Administrative Agent may request, assisting assist in the preparation ofof customary marketing materials (including customary authorization letters) for transactions of this type for the First Lien P2P Facility to be used in connection with the syndication of the First Lien P2P Facility (including but not limited to a customary lender presentation) (including the use of commercially reasonable efforts to cause the Target to assist to the extent practical and appropriate and not in contravention of the Practice Statement), information(iv) host, projections with the Lead Arrangers and at the request of the Lead Arrangers, one meeting (which may be virtual) or conference call with prospective Lenders (and your using commercially reasonable efforts to cause the senior management, representatives and advisors of the Target to be available for such meetings to the extent practical and appropriate and not in contravention of the Practice Statement), (v) obtain, prior to the launch of syndication, (x) public corporate/family ratings for TIBCO and (y) public ratings for the First Lien P2P Facility from each of Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Group (but, for the avoidance of doubt and in each case of (x) and (y), no specific or “minimum” ratings) and (vi) ensure that, prior to the later of the Syndication Date and the Closing Date, there shall be no competing offering, placement or arrangement of any debt securities or syndicated credit facility by TIBCO Holdings, you or any of your or their respective Subsidiaries (other than the Target and its Subsidiaries) other than the First Lien P2P Facility, indebtedness consisting of working capital, purchase money, equipment financing or letter of credit obligations, in each case, incurred in the ordinary course of business or consistent with past practice, and indebtedness approved by the Lead Arrangers (such consent not to be unreasonably withheld, denied, delayed or conditioned) without the prior written consent of the Lead Arrangers if such offering, placement or arrangement would reasonably have been expected to have a materially detrimental effect upon the primary syndication of the First Lien P2P Facility. For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate or waive any attorney-client or other privilege, constitute attorney work product or violate or contravene any law, rule or regulation, or any obligation of confidentiality (not created in contemplation of this Fee Letter) binding on you or your subsidiaries or affiliates (provided that in the event that you do not provide information in reliance on the exclusions in this sentence relating to violation of any obligation of confidentiality, you shall use commercially reasonable efforts to (x) provide notice to the Lead Arrangers promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not, in your reasonable judgement, violate or contravene any law, rule or regulation or such obligation of confidentiality or waive any such attorney client or other privilege) and (y) provide such information in a manner that would not be so prohibited or restricted or which would not result in such waiver or violation). Notwithstanding anything to the contrary in this Xxxxxxx 0, xxxx of TIBCO, the Borrower, UK Bidco, the Target nor any of their respective Subsidiaries or Affiliates shall be required to take any action or provide information to any person or in any manner to the extent that such action or the provision of such information to such person or in such manner would be inconsistent with the City Code or would require any such information to be made available to the shareholders of the Target generally (including without limitation pursuant to Rule 20.1 of the City Code). Notwithstanding anything to the contrary contained in this Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including your assistance in the obtaining of the ratings referenced above and compliance with any of the provisions set forth in clauses (i) through (vi) above) shall not constitute a condition to the commitments under the First Lien P2P Credit Agreement or the funding of the First Lien P2P Facility on the Closing Date The Lead Arrangers will manage, with your approval and in compliance with the Syndication Protocol, all aspects of the syndication of the First Lien P2P Facility, including, without limitation: (A) selection of Lenders, and excluding Disqualified Institutions (and such selection shall be made only with your approval), (B) determination of when the Lead Arrangers will approach prospective Lenders, the time of acceptance of the Lenders’ commitments, and the final allocations of the commitments among the Lenders (and each such determination shall, in each case, be made only with your approval), (C) assisting you in preparing informational materials to be used in connection with the syndication of the First Lien P2P Facility (and such information materials shall be disclosed only with your approval), (D) regularly updating you as to the progress of syndication efforts and any information reasonably requested by you with respect thereto and (E) facilitating communication between you and prospective Lenders. You agree, at the reasonable request of the Lead Arrangers, to assist in the preparation of a version of the marketing materials to be used in connection with the syndication and (d) the hosting, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndicationFirst Lien P2P Facility, in consultation with the Borrowers, including decisions as to the selection consisting exclusively of institutions to be approached information and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lendersdocumentation that is Public Side Communication. The Borrowers You hereby acknowledge that the Lead Arrangers will make available, on a confidential basis, the lender presentation and other offering and marketing materials and presentations to be used in connection with the syndication of the First Lien P2P Facility, approved by you (such lender presentation and other offering and marketing material, collectively, the “Information Materials”), to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, SyndTrak Online or by similar electronic means; provided that the Lead Arrangers acknowledge and agree that you shall be a third party beneficiary of any confidentiality or use restrictions in any information and documents (including, without limitation, the Borrowers Information Materials) relating to the First Lien P2P Facility transmitted through SyndTrak, Intralink, the internet, e-mail or similar electronic transmission systems. Before distribution of any Information Materials, you agree to identify that portion of the Information Materials that may be asked distributed to furnish public-side lenders and that you will clearly and conspicuously xxxx such materials “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Lead Arrangers and the proposed Lenders to treat such Information Materials as not containing any Private Side Communication (it being understood that you shall not be under any obligation to xxxx the Information Materials “PUBLIC”). You agree that, subject to the Administrative Agent and its affiliates and immediately following paragraph, unless expressly identified as “PUBLIC”, each document to be disseminated by the Lead Arrangers to any Additional Lenders may include sensitive competitive information, and Lender in connection with the Administrative Agent and its affiliates agree First Lien P2P Facility will be deemed to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentagescontain Private Side Communication.

Syndication. The Borrowers agree that Lead Arrangers intend to commence syndication of the Administrative Agent has the right to syndicate the Commitments Amended Credit Facilities promptly upon your acceptance of this Commitment Letter and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term LoansFee Letter. The Borrowers You agree to actively assist the Administrative Agent and its affiliates Lead Arrangers in completing achieving a syndication of the Amended Credit Facilities that is satisfactory to the Administrative Agent and the Borrowers, including Lead Arrangers. Such assistance shall include your (a) providing and causing your advisors to provide (and using your commercially reasonable efforts to cause the Target and its advisors to provide) the Commitment Parties and the other Lenders upon request with all information reasonably deemed necessary by the Commitment Parties to complete syndication, including, but not limited to, information and evaluations prepared by you, the Target and your or its advisors, or on your or its behalf, relating to the transactions contemplated hereby (including the Projections (as hereinafter defined), the “Information”), (b) assisting in the preparation of materials to be used in connection with the syndication of the Amended Credit Facilities (collectively, the “Information Materials”), (c) using your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit materially from your existing banking relationships and (d) otherwise reasonably assisting the Borrower's lending Commitment Parties in their syndication efforts, including by making your officers and equity relationshipsadvisors available (and your using commercially reasonable efforts to make the officers and advisors of the Target available) from time to time to attend and make presentations regarding the business and prospects of the Company and its subsidiaries, the Target and its subsidiaries and the Transaction, as appropriate, at one or more meetings of prospective Lenders. You hereby agree that, following the Effective Date and at our own expense, we may place advertisements in financial and other newspapers 122724333_8 and periodicals, and circulate similar promotional materials, in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the name of the Company and its subsidiaries, (bii) direct contact between our and our affiliates’ titles and roles in connection with the Borrowers Amended Credit Facilities, and any Additional Lenders(iii) the amount, (c) furnishingtype and closing date of the Amended Credit Facilities. You also authorize each of the Lead Arrangers and its affiliates to download copies of the Company’s and its subsidiaries’ logos from its website, or, as the Administrative Agent may request, assisting use copies thereof in the preparation of, information, projections and marketing materials to be used SyndTrak or similar workspaces established by BofA Securities in connection with the syndication of the Amended Credit Facilities and (d) the hostinguse such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the Administrative Agent syndication of the Amended Credit Facilities. It is understood and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent agreed that the Lead Arrangers will manage and its affiliates would manage control all aspects of the syndication, syndication in consultation with the Borrowersyou, including decisions as to the selection of institutions prospective Lenders and any titles offered to be approached and when they will be approachedproposed Lenders, when their commitments will be accepted, which institutions will participate, accepted and the final allocations of the commitments among any Additional the Lenders (it being understood that the syndication of the Incremental Facilities shall be allocated 56.1% to reduce the commitment of Bank of America and 43.9% to reduce the commitment of PNC until a Successful Syndication (as defined in the Fee Letter) has occurred). It is understood that no Lender participating in the Incremental Facilities will receive compensation from you in order to obtain its commitment, except on the terms contained herein and in the Fee Letter. It is also understood and agreed that the amount and distribution of the fees among any Additional Lenders. The Borrowers acknowledge that the information Lenders will be at the Borrowers may be asked to furnish to sole and absolute discretion of the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect theretoLead Arrangers. Notwithstanding anything any other provision of this Commitment Letter to the contrary contained or any syndication, assignment or other transfer of Bank of America’s or PNC’s commitments in respect of the Incremental Facilities herein, in the event neither Bank of a syndication (i) no Lender America nor PNC shall be permitted relieved, released or novated from its obligations hereunder (including its obligation to syndicate more than 49% fund its commitment to the Incremental Facilities on the Effective Date) as a result of such syndication, assignment or other transfer until after the funding of the Commitments, Term Loans and LC Disbursements held by it Incremental Facilities (or any portion thereof) on the Closing Date without Effective Date. Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that our commitments with respect to the prior written consent Incremental Facilities are not conditioned upon the syndication of, or receipt of commitments in respect of, the Incremental Facilities and in no event shall the commencement or successful completion of syndication of the Borrowers and Incremental Facilities nor the obligation to assist with syndication efforts as set forth herein (ii) including, without limitation, any syndication shall be offered of your agreements in this paragraph or the following paragraph), constitute a condition to the Lenders pro rata (commitment hereunder to fund the extent desired by any Lenders) based Incremental Facilities on their respective Loan Percentagesthe Effective Date.

Syndication. The Borrowers agree that Subject to Section 9 of this Commitment Letter, we reserve the Administrative Agent has right, prior to and/or after the right execution of definitive documentation for the Facilities (which will be initially drafted by your counsel), to syndicate all or a portion of the Commitments and Initial Lenders’ commitments with respect to the Term Loans at any time or from time to time Facilities to a group of banks, financial institutions and other institutional lenders (together with the "Initial Lenders and the Additional Initial Lenders", the “Lenders”) identified by the Administrative Agent us in consultation with you and subject to your consent (such consent not to be unreasonably withheld or delayed). Notwithstanding anything to the Borrowerscontrary contained herein, if any resales or assignments of the Administrative Agent Senior Facility or the Senior Secured Bridge Loans by any Lender (including the Initial Lenders) on or following the date on which the Tender Offer and the Merger are consummated and the entering into of the Senior Facility (the “Closing Date”) shall be governed by the provisions of the Senior Facility or the Senior Secured Bridge Facility, as applicable, as set forth in the Term Sheets. Each Lender further agrees not to syndicate any of the commitments with respect to the Facilities to certain financial institutions and other entities that have been specified by you in writing on or prior to the date hereof or competitors of the Target and its affiliates determine subsidiaries specified by you in writing on or prior to syndicate the Commitments date hereof (it being understood that additional bona fide competitors of the Target may be designated in writing by you following the earlier to occur of a Successful Syndication (as defined in the Fee Letter) and 60 days after the Term LoansClosing Date (collectively, the “Disqualified Lenders”); provided that, for the avoidance of doubt, any such additional designation shall not apply retroactively to any prior assignment to any Lender permitted hereunder at the time of such assignment). The Borrowers We intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree to actively assist the Administrative Agent and its affiliates us in completing a syndication that is reasonably satisfactory to us and you until the Administrative Agent earlier to occur of a Successful Syndication and 60 days after the BorrowersClosing Date. During such period, including such assistance shall include (a) your using commercially reasonable efforts to ensure that the any syndication efforts benefit materially from the Borrower's Sponsor’s and your existing lending and equity relationshipsinvestment banking relationships and, to the extent practical and appropriate, the existing lending and investment banking relationships of the Target and its subsidiaries, (b) direct contact between appropriate members of senior management, certain representatives and certain non- legal advisors of you (and, subject always to the Borrowers extent expressly provided in the Merger Agreement, your using commercially reasonable efforts to cause direct contact between appropriate members of senior management, certain representatives and any Additional certain non-legal advisors of the Target and its subsidiaries) and the proposed Lenders, in all such cases at times mutually agreed upon, (c) furnishingassistance by you and the Sponsor (and, orsubject always to the extent expressly provided in the Merger Agreement, as your using commercially reasonable efforts to cause the Administrative Agent may request, assisting assistance by the Target and its subsidiaries) in the preparation of, information, projections of a customary Confidential Information Memorandum for each of the Facilities and other customary marketing materials to be used in connection with the syndication of the Facilities, (d) your using commercially reasonable efforts to obtain (which use of commercially reasonable efforts shall not require you to change the proposed terms of the Facilities), upon our request, prior to the commencement of general syndication of the Facilities, (i) public ratings for the Senior Facility, the Senior Secured Notes and/or the Senior Secured Bridge Facility and (dii) a public corporate credit rating and public corporate family rating in respect of the Borrower, in each case, from each of Standard & Poor’s Ratings Services (“S&P”) and Xxxxx’x Investors Service, Inc. (“Moody’s”), respectively and (e) the hosting, with the Administrative Agent and its affiliatesArrangers, of one or more up to three general meetings of prospective Lenders at times and locations mutually agreed upon. Without limiting your obligations to assist with syndication efforts as set forth above, neither the receipt of such ratings nor the commencement, conduct or completion of such syndication is a condition to the commitments or the funding of the Facilities on the Closing Date. You agree, at the request of the Arrangers, to assist us in the preparation of a version of the Confidential Information Memorandum and other customary marketing materials to be used in connection with the syndication of the Facilities, consisting exclusively of information and documentation that is either publicly available or not material (or, in the case of a company that is not a public reporting company, information of a type that would reasonably be expected to be publicly available if such company were a public reporting company) with respect to Holdings, the Borrower, the Target and their respective subsidiaries, taken as a whole, or any Additional Lendersof their respective securities for purposes of United States Federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information”. It is understood that, in connection with your assistance described above, customary authorization letters, consistent with the terms of this Commitment Letter, will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Lenders containing a representation substantially consistent with the first sentence of Section 4 of this Commitment Letter and a representation by you to the Financial Institutions that the Public Lender Information does not include material non-public information (or, in the case of a company that is not a public reporting company, material information of a type that would not reasonably be expected to be publicly available if such company were a public reporting company) about Holdings, the Borrower, the Target or any of their subsidiaries or their respective securities and exculpating us with respect to any liability related to the use of the contents of such Public Lender Information or any related marketing material by the recipients thereof. You acknowledge and agree that, subject to the confidentiality and other provisions of Section 12 of this Commitment Letter, the following documents may be distributed to potential Lenders wishing to receive only Public Lender Information (unless you or your counsel promptly notify us (including by email) otherwise and provided that you and your counsel have been given a reasonable opportunity to review such documents and comply with applicable securities law disclosure obligations): (a) term sheets and drafts that are not marked confidential and final definitive documentation with respect to the Facilities; provided that, for the avoidance of doubt, no such term sheets may be distributed to any potential Lenders unless approved by us; (b) administrative materials prepared by the Arrangers for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); and (c) notification of changes in the previously disclosed terms of the Facilities. You also agree to use commercially reasonable efforts to identify that portion of any other Information (as defined below) or Projections (as defined below) (collectively, the “Borrower Materials”) to be distributed to “public side” lenders (i.e., lenders that do not wish to receive material non-public information (or, in the case of a company that is not a public reporting company, material information of a type that would not reasonably be expected to be publicly available if such company were a public reporting company) with respect to Holdings, the Borrower, the Target or any of their subsidiaries or any of their respective securities), including by clearly and conspicuously marking such materials “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Borrower Materials “PUBLIC”, you shall be deemed to have authorized the Arrangers and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information (or, in the case of a company that is not a public reporting company, material information of a type that would not reasonably be expected to be publicly available if such company were a public reporting company) with respect to Holdings, the Borrower, the Target or any of their subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws (it being understood that you shall not be under any obligation to xxxx any Borrower Materials “PUBLIC”). You hereby acknowledge and agree that any Borrower Materials that are not marked “PUBLIC” shall be treated as Private Lender Information by us. The Administrative Agent and its affiliates would Lead Arrangers will manage all aspects of the syndication, any syndication in consultation with the Borrowersyou, including (in each case subject to the provisions set forth in this Commitment Letter), decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations allocation of the commitments among the Lenders, any Additional Lenders naming rights and the amount and distribution of fees among any Additional the Lenders. The Borrowers acknowledge that To assist the information the Borrowers may be asked Arrangers in their syndication efforts, you agree promptly to furnish prepare and provide (and, subject always to the Administrative Agent extent provided in the Merger Agreement, to use commercially reasonable efforts to cause the Target and its affiliates subsidiaries to provide) to the Arrangers all customary information reasonably requested by the Lead Arrangers that is reasonably available to you with respect to Holdings, the Borrower, the Target and to any Additional Lenders may include sensitive competitive informationtheir respective subsidiaries, and the Administrative Agent Transactions, including customary financial information and its affiliates agree to take appropriate projections (the “Projections”), as the Lead Arrangers may reasonably request in connection with the structuring, arrangement and customary confidentiality precautions with respect theretosyndication of the Facilities. Notwithstanding anything herein to the contrary contained hereincontrary, the only financial statements that shall be required to be provided to the Arrangers as a condition precedent to closing shall be those required to be delivered pursuant to Exhibit D hereof. You hereby agree that, prior to the earlier of a Successful Syndication and 60 days after the Closing Date, there shall be no competing issues, offerings or placements of debt securities or commercial bank or other credit facilities by or on behalf of you or the Borrower, and you will use commercially reasonable efforts to ensure that there are no competing issues, offerings or placements of debt securities or commercial bank or other credit facilities by or on behalf of the Target or its subsidiaries, being offered, placed or arranged (other than the Facilities, the Senior Secured Notes or any indebtedness of the Target and its subsidiaries permitted to be incurred or outstanding pursuant to the Merger Agreement and other indebtedness incurred in the event ordinary course of a syndication (i) no Lender shall be permitted to syndicate more than 49% business of the CommitmentsTarget and its subsidiaries for capital expenditures and working capital purposes), Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any Lead Arrangers, if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndication shall be offered to of the Lenders pro rata (to Facilities or the extent desired by any Lenders) based on their respective Loan Percentagesoffering of the Senior Secured Notes.

Syndication. The Borrowers Arrangers intend, and reserve the right, to syndicate the Senior Facilities to the Lenders promptly following the date hereof, and you acknowledge and agree that the Administrative Agent has commencement of syndication shall occur in the right discretion of the Arrangers. The Arrangers will select the Lenders after consultation with you. The Arrangers will lead the syndication, including determining the timing of all offers to syndicate the Commitments potential Lenders, any title of agent or similar designations or roles awarded to any Lender and the Term Loans at any time or acceptance of commitments, the amounts offered and the compensation provided to each Lender from time the amounts to time be paid to a group the Arrangers pursuant to the terms of financial institutions (this Commitment Letter and the "Additional Lenders") identified by the Administrative Agent Fee Letter. The Arrangers will, in consultation with you, determine the Borrowers, if final commitment allocations and will notify the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term LoansCompany of such determinations. The Borrowers You agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using use commercially reasonable efforts to ensure that the Arrangers’ syndication efforts benefit materially from the Borrower's existing lending relationships of the Company and the Merger Party and their respective subsidiaries. To facilitate an orderly and successful syndication of the Senior Facilities, you agree that, until the earliest of (x) the termination of the syndication as determined by the Arrangers, (y) the consummation of a Successful Syndication (as defined in the Fee Letter) and (z) 90 days after the Closing Date, neither the Company nor the Merger Party (including, in each case, their respective subsidiaries) will syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, any debt facility or any debt or equity relationships, security of the Merger Party or the Company or any of their respective subsidiaries or affiliates (other than (a) the Senior Facilities and other indebtedness contemplated hereby to remain outstanding after the Closing Date and (b) direct contact between the Borrowers and any Additional Lendersissuance of (i) common equity of the Merger Party to shareholders of the Company on the Closing Date, (cii) furnishingthe Securities (if any), or, as the Administrative Agent may request, assisting in the preparation of, information, projections and marketing materials to be used (iii) equity issued in connection with the syndication conversion of any convertible debt securities of the Company or the Merger Party, hedging arrangements or warrants and (div) the hosting, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects equity pursuant to employee stock plans of the syndication, in consultation with Company and the Borrowers, including decisions as to the selection of institutions Merger Party and other similar arrangements to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders mutually agreed upon by you and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (iArrangers) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers Arrangers. You agree to cooperate with the Commitment Parties, in connection with (i) the preparation of one or more information packages regarding the business, operations and financial projections of the Company and the Merger Party (collectively, the “Confidential Information Memorandum”) including, without limitation, all information relating to the transactions contemplated hereunder prepared by or on behalf of the Company or the Merger Party deemed reasonably necessary by the Commitment Parties to complete the syndication of the Senior Facilities including, without limitation, using commercially reasonable efforts to obtain (a) a public corporate family rating from Mxxxx’x Investor Services, Inc. (“Moody’s”) for the Company, (b) a public corporate credit rating from Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation (“S&P”)) for the Company and (c) a public credit rating for the Senior Facilities from each of Moody’s and S&P, and (ii) any syndication shall be offered the presentation of one or more information packages reasonably acceptable in format and content to the Commitment Parties (collectively, the “Lender Presentation”) in meetings and other communications with prospective Lenders pro rata or agents in connection with the syndication of the Senior Facilities (including, without limitation, direct contact between senior management and representatives, with appropriate seniority and expertise, of the Company and the Merger Party with prospective Lenders and participation of such persons in meetings). You further agree that the commitments and agreements of the Commitment Parties hereunder are conditioned upon your satisfaction of the requirements of the foregoing provisions of this paragraph by a date sufficient to afford the Arrangers a period of at least 30 consecutive days following the launch of the general syndication of the Senior Facilities to syndicate the Senior Facilities prior to the Closing Date (as defined in Annex B); provided that such period will not include any day from and including August 23, 2010 through September 6, 2010 or December 18, 2010 through January 3, 2011. You will be solely responsible for the contents of any such Confidential Information Memorandum and Lender Presentation (other than, in each case, any information contained therein that has been provided for inclusion therein by the Commitment Parties solely to the extent desired such information relates to the Commitment Parties) and all other information, documentation or materials delivered to the Arrangers in connection therewith (collectively, the “Information”) and you acknowledge that the Commitment Parties will be using and relying upon the Information without independent verification thereof. You agree that Information regarding the Senior Facilities and Information provided by any Lenders) based on the Company and the Merger Party or their respective representatives to the Arrangers in connection with the Senior Facilities (including, without limitation, draft and execution versions of the Loan PercentagesDocuments, the Confidential Information Memorandum, the Lender Presentation, publicly filed financial statements, and draft or final offering materials relating to contemporaneous securities issuances by the Company or the Merger Party) may be disseminated to potential Lenders and other persons through one or more internet sites (including an IntraLinks, SyndTrak or other electronic workspace (the “Platform”)) created for purposes of syndicating the Senior Facilities or otherwise, in accordance with the Arrangers’ standard syndication practices, and you acknowledge that neither the Arrangers nor any of their affiliates will be responsible or liable to you or any other person or entity for damages arising from the use by others of any Information or other materials obtained on the Platform, except, in the case of damages to you but not to any other person, to the extent such damages are found by a final judgment of a court of competent jurisdiction to arise from the gross negligence or willful misconduct of any Arranger or any of its affiliates or any of their respective directors, employees, advisors or agents. You acknowledge that certain of the Lenders may be “public side” Lenders (i.e. Lenders that do not wish to receive material non-public information with respect to the Company, the Merger Party or their respective affiliates or any of its or their respective securities) (each, a “Public Lender”). At the request of the Arrangers, you agree to prepare an additional version of the Confidential Information Memorandum and the Lender Presentation to be used by Public Lenders that does not contain material non-public information concerning the Company, the Merger Party or their respective affiliates or securities. It is understood that in connection with your assistance described above, at the request of the Arrangers, you will provide, and cause all other applicable persons to provide, authorization letters to the Arrangers authorizing the distribution of the Information to prospective Lenders, containing a representation to the Arrangers that the public-side version does not include material non-public information about the Company, the Merger Party or their respective affiliates or its or their respective securities. In addition, you will clearly designate as such all Information provided to the Commitment Parties by or on behalf of the Company or the Merger Party which is suitable to make available to Public Lenders. You acknowledge and agree that the following documents may be distributed to Public Lenders, unless you advise the Arrangers in writing (including by email) within a reasonable time prior to their intended distributions that such material should only be distributed to prospective Lenders that are not Public Lenders: (a) drafts and final versions of the Loan Documents; (b) administrative materials prepared by the Arrangers for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); and (c) term sheets and notification of changes in the terms of the Senior Facilities.

Syndication. The Borrowers agree that Citi reserves the Administrative Agent has right, on or after the right execution of the Bridge Loan Agreement, to syndicate all or a portion of the Commitments and the Term Loans at any time Bridge Facility (including all or from time part of Citi’s commitment) to time to a group of one or more other financial institutions (the "Additional Lenders") identified by the Administrative Agent selected in consultation with you and reasonably acceptable to you, which acceptance will not be unreasonably withheld or delayed, that will become parties to the BorrowersBridge Loan Agreement pursuant to a syndication to be managed by Citi (the financial institutions becoming parties to the Bridge Loan Agreement being collectively referred to herein as the “Lenders”). If requested by Citi, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers you agree to actively assist the Administrative Agent and its affiliates in completing Citi to achieve a syndication satisfactory of the Bridge Facility that is reasonably acceptable to Citi and you. Such assistance will include, without limitation (i) making senior management and representatives of the Administrative Agent Borrower available to participate in information meetings with potential Lenders and the Borrowersrating agencies at such reasonable times and places and upon reasonable notice as Citi may reasonably request and consented to by you (such consent not to be unreasonably withheld, including conditioned or delayed), (aii) using the Borrower’s commercially reasonable efforts to ensure that the syndication efforts benefit materially from the Borrower's ’s and its subsidiaries’ existing lending and equity relationships, (biii) direct contact between the Borrowers assisting (including using your commercially reasonable efforts to cause your affiliates and any Additional Lenders, (cadvisors to assist) furnishing, or, as the Administrative Agent may request, assisting in the preparation of, information, projections of a confidential information memorandum for the Bridge Facility in form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Arranger and other customary marketing and rating agency materials to be used in connection with the syndication of the Bridge Facility, (iv)using your commercially reasonable efforts to maintain monitored ratings of the Borrower’s senior unsecured indebtedness from Xxxxx’x and S&P and (dv) promptly providing Citi upon reasonable request with all other information reasonably deemed necessary by it to successfully complete the hosting, with syndication of the Administrative Agent and its affiliates, of one or more meetings of any Additional LendersBridge Facility. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge Borrower acknowledges that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted Citi may make available any Information and Projections (each such term as defined in Section 3) (collectively, the “Company Materials”) to syndicate more than 49% of potential Lenders by posting the CommitmentsCompany Materials on IntraLinks, Term Loans and LC Disbursements held by it on Debtdomain, the Closing Date without Internet or another similar electronic system (the prior written consent of the Borrowers “Platform”) and (ii) any syndication certain of the potential Lenders may be public side Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities or the Target and its securities) (each, a “Public Lender”). The Borrower agrees that (A) at the request of Citi, which shall be offered made only upon the agreement between the Arranger and the Borrower that marketing to potential Lenders that are Public Lenders will facilitate the syndication of the Bridge Facility, it will prepare a version of the information package and presentation to be provided to potential Lenders that does not contain material non-public information concerning the Borrower, the Target or their respective securities for purposes of United States federal and state securities laws and foreign laws; (B) all Company Materials that are to be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC”, which, at a minimum, will mean that the word “PUBLIC” will appear prominently on the first page thereof; (C) by marking Company Materials “PUBLIC,” the Borrower will be deemed to have authorized Citi and the proposed Lenders to treat such Company Materials as not containing any material non-public information (although they may be confidential or proprietary) with respect to the Borrower, the Target or their or its securities for purposes of United States federal and state securities laws or foreign law; (D) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (E) Citi will be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.” The Borrower acknowledges and agrees that the following documents may be distributed to all Lenders pro rata (including Public Lenders) (unless the Borrower promptly notifies the Arranger in writing (including by email) within a reasonable time prior to their intended distribution (after you have been given a reasonable opportunity to review such documents) that any such document should only be distributed to prospective private Lenders): (a) drafts and final versions of the Credit Documents; (b) administrative materials prepared by the Arranger for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda), and (c) term sheets and notification of any changes in the terms of the Bridge Facility. It is understood that in connection with your assistance described above, you will provide customary authorization letters (in the case of a public-side version of the Company Materials, containing a representation as to the extent desired absence of material non-public information therefrom), satisfactory to Citi, authorizing the distribution of the Company Materials to prospective Lenders, which letters shall include a customary “10b-5” representation and exculpate us with respect to any liability related to the use of the contents of the confidential information memorandum or any related marketing material by any Lenders) based on their respective Loan Percentagesthe recipients thereof.

Syndication. The Borrowers agree It is agreed that UBSS will act as the Administrative Agent has sole and exclusive advisor, arranger and book manager for the right to syndicate the Commitments and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent Bank Facilities, and, in consultation with Merger Sub, will exclusively manage the Borrowerssyndication of the Bank Facilities, if and will, in such capacities, exclusively perform the Administrative Agent duties and exercise the authority customarily associated with such roles. It is further agreed that no additional advisors, agents, co-agents, arrangers or book managers will be appointed and no Lender (as defined below) will receive compensation with respect to any aspect of the Bank Facilities outside the terms con- tained herein and in the Fee Letter in order to obtain its affiliates determine commitment to participate therein, in each case unless Merger Sub and we so agree. UBS reserves the right, prior to or after execution of the Bank Documentation with respect to each of the First Lien Facilities and the Second Lien Facility, in consultation with Merger Sub, to syndicate all or a portion of its loans and/or commitments to one or more institutions that will become parties to the Commitments Bank Documentation (UBS and the Term Loansinstitutions becoming parties to the Bank Documentation with respect to all or a portion of the Bank Facilities, the “Lenders”). The Borrowers UBSS will exclusively manage all aspects of the syndication of the Bank Facilities, including selection of additional Lenders, determination of when UBSS will approach potential additional Lenders, awarding of any naming rights and the final allocations of the commitments in respect of the Bank Facilities among the additional Lenders. Parent and Merger Sub agree to actively assist UBSS in achieving a timely syndication of the Administrative Agent and its affiliates in completing a syndication Bank Facilities that is reasonably satisfactory to the Administrative Agent UBSS and the BorrowersLenders. To assist UBSS in its syndication efforts, including Parent and Merger Sub agree that it will, and will cause its representatives and advisors to, and will use commercially reasonable efforts to cause its representatives and advisors to, (a) using promptly prepare and provide all financial and other information as we may reasonably request with respect to Parent, Merger Sub, the Acquired Business, their respective subsidiaries and the transactions contemplated hereby, including but not limited to financial projections (the “Projections”) relating to the foregoing, (b) provide copies of any due diligence reports or memoranda prepared at the direction of Parent or Merger Sub or any of its affiliates by legal, accounting, tax or other advisors in connection with the Acquisition (subject to the delivery of customary non-disclosure agreements reasonably acceptable to UBS and Parent), (c) use commercially reasonable efforts to ensure that the such syndication efforts benefit materially from the Borrower's existing lending and equity relationshipsother financing relationships of Parent and its subsidiaries, (bd) direct contact between the Borrowers make available to prospective Lenders senior management and any Additional advisors of Parent and its subsidiaries, (e) host, with UBSS, one or more meetings with prospective Lenders, (cf) furnishing, or, as the Administrative Agent may request, assisting assist UBSS in the preparation ofof one or more confidential information memoranda (and other similar marketing material) reasonably satisfactory to UBSS with respect to the Bank Facilities and (g) obtain, informationat your expense, projections monitored public ratings of the Bank Facilities from Mxxxx’x Investors Service (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) at least 30 days prior to the Closing Date and to participate actively in the process of securing such ratings, including having senior management of Parent and Merger Sub meet with such rating agencies. In addition, Parent and Merger Sub shall use their commercially reasonable efforts to cause the Acquired Business to actively assist UBSS in achieving a timely syndication of the Bank Facilities that is reasonably satisfactory to UBSS and the Lenders, including by way of providing the assistance described in the immediately preceding sentence. UBS acknowledges that Parent and Merger Sub do not control the Acquired Business prior to the Closing Date. At our request, Parent and Merger Sub agree to prepare a version of the information package and presentation and other marketing materials to be used in connection with the syndication that do not contain material non-public information concerning Parent, Merger Sub or the Acquired Business, their respective affiliates or their securities. In addition, Parent and (d) the hostingMerger Sub agree that unless specifically labeled “Private — Contains Non-Public Information,” no information, documentation or other data disseminated to prospective Lenders in connection with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects syndication of the syndicationBank Facilities, whether through an Internet website (including, without limitation, an IntraLinks work- space), electronically, in consultation presentations at meetings or otherwise, will contain any material non-public information concerning Parent, Merger Sub or the Acquired Business, their respective affiliates or their securities. Information. Parent and Merger Sub hereby represent and covenant that (a) all information (other than the Projections and other than information of a general economic nature) that has been or will be made available to us or any of the Lenders by Parent, Merger Sub, the Acquired Business or any of your or their respective representatives in connection with the Borrowerstransactions contemplated hereby (the “Information”), including decisions when taken as to the selection of institutions to be approached a whole, is and when they will be approached, when their commitments complete and correct in all material respects and does not and will be accepted, which institutions will participate, not contain any untrue statement of a material fact or omit to state a material fact necessary to make the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary statements contained hereintherein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% light of the Commitmentscircumstances under which such statements are made, Term Loans not misleading and LC Disbursements held by it on (b) the Closing Date without the prior written consent Projections that have been or will be made available to us or any of the Borrowers Lenders by Parent, Merger Sub, the Acquired Business or any of your or their respective representatives in connection with the transactions contemplated hereby have been and will be prepared in good faith based upon assumptions believed by Parent and Merger Sub to be reasonable (ii) any syndication shall it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the Projections will be offered achieved). Parent and Merger Sub agree to supplement the Information and the Projections from time to time and agree to promptly advise us and the Lenders pro rata (to of all developments materially affecting Parent, Merger Sub, the extent desired by Acquired Business, any Lenders) based on of their respective Loan Percentagessubsidiaries or affiliates or the transactions contemplated hereby or the accuracy of Information and Projections previously furnished to us or any of the Lenders.

Syndication. The Borrowers agree that We reserve the Administrative Agent has right, prior to and/or after the right execution of definitive documentation for the Senior Secured Credit Facilities (the “Senior Secured Credit Documentation”), to syndicate all or a portion of our commitments with respect to the Commitments and the Term Loans at any time or from time to time Senior Secured Credit Facilities to a group of banks, financial institutions and other lenders (together with the "Additional Initial Lenders", the “Lenders”) identified by the Administrative Agent us in consultation with you pursuant to a syndication to be managed exclusively by the BorrowersJoint Lead Arrangers, if provided that we will not syndicate to (i) those persons identified by you in writing to us prior to the date hereof or (ii) bona fide competitors of the Borrower, any of its subsidiaries or the Acquired Business that are identified in writing by you prior to the date hereof (such persons, together with any person that is clearly identifiable as an affiliate of such person on the basis of its name, collectively, the “Disqualified Institutions”); provided, that the Borrower, upon reasonable written notice to the Joint Lead Arrangers after the date hereof (or, after the Closing Date, the Administrative Agent Agent), shall be permitted to supplement in writing the list of persons that are Disqualified Institutions to the extent such supplemented person is or becomes a bona fide competitor of the Borrower, any of its subsidiaries or the Acquired Business; provided, however, that such supplementation shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Loans; and its affiliates determine provided, further, that a competitor or an affiliate of a competitor shall not include any bona fide debt fund or investment vehicle (other than a person which is excluded pursuant to clause (i) above). All aspects of the syndication of the Senior Secured Credit Facilities, including, without limitation, timing, potential syndicate members to be approached, titles, allocations and division of fees, shall be determined by (and coordinated through) the Commitments Joint Lead Arrangers in consultation with you. We intend to commence our syndication efforts with respect to the Senior Secured Credit Facilities following your execution and delivery to us of this Commitment Letter and, until the Term Loans. The Borrowers earlier to occur of (i) a Successful Syndication (as defined in the Fee Letter) and (ii) 60 days after the Closing Date (such period, the “Syndication Period”), you agree actively to assist (and to use your commercially reasonable efforts to cause the Acquired Business to actively assist the Administrative Agent and its affiliates assist) us in completing a syndication that is reasonably satisfactory to the Administrative Agent and the Borrowers, including us. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the any syndication efforts benefit materially from the Borrower's your existing lending and equity investment banking relationships, (b) direct contact between your senior management, representatives and advisors (and, to the Borrowers extent not in contravention of the Acquisition Agreement, your using commercially reasonable efforts to cause direct contact between senior management, representatives and any Additional Lendersadvisors of the Acquired Business) on the one hand and the proposed Lenders and rating agencies identified by the Joint Lead Arrangers on the other hand, at times and places reasonably requested by the Joint Lead Arrangers, (c) furnishingassistance by you (and, orto the extent not in contravention of the Acquisition Agreement, as your using commercially reasonable efforts to cause the Administrative Agent may request, assisting assistance by the Acquired Business) in the prompt preparation ofof a Confidential Information Memorandum for the Senior Secured Credit Facilities and other marketing materials and information reasonably deemed necessary by the Joint Lead Arrangers to complete a Successful Syndication (collectively, informationthe “Information Materials”) for delivery to potential syndicate members and participants prior to the commencement of the Marketing Period, including, without limitation, estimates, forecasts, projections and other forward-looking financial information regarding the future performance of the Borrower and its subsidiaries (collectively, the “Projections”), (d) the hosting, with the Joint Lead Arrangers, of one or more meetings and/or conference calls with prospective Lenders at such times and places as the Joint Lead Arrangers may reasonably request, (e) your ensuring (or, in the case of the Acquired Business, to the extent not in contravention of the Acquisition Agreement, your using commercially reasonable efforts to ensure) that there will not be any announcement, offering, placement or arrangement of issues of debt securities or credit facilities of, or on behalf of, you, your subsidiaries or the Acquired Business (including refinancings and renewals of debt but excluding the Senior Secured Credit Facilities, incurrences of revolving loans and other extensions of credit under the Existing Credit Agreement, debt expressly permitted to be incurred by the Acquired Business under the Acquisition Agreement (as in effect on the date hereof) and other indebtedness that has otherwise been consented to by the Joint Lead Arrangers), without the consent of the Joint Lead Arrangers, if such announcement, offering, placement or arrangement would reasonably be expected to impair the primary syndication of the Senior Secured Credit Facilities, and (g) your using commercially reasonable efforts to obtain (i) public ratings for the Term Loan Facility (of any level), from each of Standard & Poor’s Ratings Services (“S&P”) and Xxxxx’x Investor’s Services, Inc. (“Xxxxx’x”), and (ii) a public corporate rating and a public corporate family rating of the Borrower (of any level) from S&P and Xxxxx’x, respectively, in each case prior to the launch of the primary syndication of the Senior Secured Credit Facilities. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, (i) none of the foregoing (including the obtaining of the ratings referenced above) shall constitute a condition to the commitments hereunder or the funding of the Senior Secured Credit Facilities on the Closing Date and (ii) except as expressly provided in paragraph 8 of the Summary of Additional Conditions, neither the commencement nor the completion of the syndication of the Senior Secured Credit Facilities shall constitute a condition precedent to the Closing Date. You hereby acknowledge that (a) the Agents will make available Information (as defined below) and Projections, and the documentation relating to the Senior Secured Credit Facilities referred to in the paragraph below, to the proposed syndicate of Lenders (which will exclude Disqualified Institutions) by transmitting such Information, Projections and documentation through Intralinks, Debtdomain, SyndTrak Online, the internet, email or similar electronic transmission systems and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that (i) have personnel that wish only to receive information and documentation that is publicly available and (ii) do not wish to receive material non-public information with respect to the Borrower and its subsidiaries, the Acquired Business or their respective securities). You further agree, at the request of the Joint Lead Arrangers, to assist in the prompt preparation of a version of the Confidential Information Memorandum and other marketing materials and presentations to be used in connection with the syndication and (d) the hosting, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndicationSenior Secured Credit Facilities, in consultation with the Borrowers, including decisions as to the selection consisting exclusively of institutions to be approached information and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge documentation that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication is either (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers publicly available and (ii) any syndication shall be offered not material with respect to the Lenders pro rata Borrower, the Acquired Business or their respective subsidiaries or any of their respective securities for purposes of foreign, United States Federal and state securities laws (all such information and documentation being “Public Lender Information” and with any information and documentation that is not Public Lender Information being referred to herein as “Private Lender Information”). It is understood that in connection with your assistance described above, customary authorization letters will be included in any such Confidential Information Memorandum that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Confidential Information Memorandum does not include any material non-public information and exculpate us with respect to any liability related to the extent desired use of the contents of such Confidential Information Memorandum or any related offering and marketing materials by the recipients thereof and exculpate you and the Acquired Business with respect to any Lendersliability related to the misuse of the contents of such Confidential Information Memorandum or any related offering and marketing materials by the recipients thereof. Before distribution of any such Confidential Information Memorandum or any related offering and marketing materials, each document to be disseminated by the Joint Lead Arrangers (or any other Agent) based on their respective Loan Percentagesto any Lender in connection with the Senior Secured Credit Facilities will be identified by you as either (i) containing Private Lender Information or (ii) containing solely Public Lender Information.

Syndication. The Borrowers agree that Company agrees to cooperate with GSCP, and agrees to use commercially reasonable efforts to cause Amazys to cooperate with GSCP, in connection with (i) the Administrative Agent has preparation of an information package regarding the right business, operations, financial projections and prospects of the Company and Amazys including, without limitation, the delivery of all information relating to syndicate the Commitments transactions contemplated hereunder prepared by or on behalf of the Company or Amazys deemed reasonably necessary by GSCP to complete the syndication of the credit facilities under this Agreement and the Term Loans at any time or from time to time to a group of financial institutions First Lien Credit Agreement (the "Additional Lenders") identified by the Administrative Agent in consultation with the Borrowersincluding, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowerswithout limitation, including (a) using commercially reasonable efforts to ensure that obtain the syndication efforts benefit materially credit ratings for credit facilities provided for under this agreement and the First Lien Credit Agreement from Xxxxx’x and S&P prior to the Borrower's lending Closing Date and equity relationships, (bii) direct contact between the Borrowers presentation of an information package reasonably acceptable in format and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting content to GSCP in the preparation of, information, projections meetings and marketing materials to be used other communications with prospective Lenders in connection with the syndication of the Facilities (including, without limitation, direct contact between senior management and (d) representatives of the hostingCompany and Amazys with prospective Lenders and participation of such persons in meetings). Without limiting the foregoing, the Company authorizes and will obtain contractual undertakings from Amazys to authorize, the use of their respective logos in connection with any such dissemination. At the request of the Administrative Agent, the Company agrees to prepare a version of the information package and presentation that does not contain material non-public information concerning the Company or Amazys, their respective affiliates or their securities. In addition, the Company agrees that unless specifically labeled “Private — Contains Non-Public Information,” no information, documentation or other data disseminated to prospective Lenders in connection with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on whether through an internet site (including, without limitation, an IntraLinks workspace), electronically, in presentations at meetings or otherwise, will contain any material non-public information concerning the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on Company or Amazys, their respective Loan Percentagesaffiliates or their securities.

Syndication. The Borrowers Arrangers intend, and reserve the right, to syndicate the Senior Facilities to the Lenders promptly following the date hereof, and you acknowledge and agree that the Administrative Agent has commencement of syndication shall occur in the right discretion of the Arrangers. The Arrangers will select the Lenders after consultation with you. The Arrangers will lead the syndication, including determining the timing of all offers to syndicate the Commitments potential Lenders, any title of agent or similar designations or roles awarded to any Lender and the Term Loans at any time or acceptance of commitments, the amounts offered and the compensation provided to each Lender from time the amounts to time be paid to a group the Arrangers pursuant to the terms of financial institutions (this Commitment Letter and the "Additional Lenders") identified by the Administrative Agent Fee Letter. The Arrangers will, in consultation with you, determine the Borrowers, if final commitment allocations and will notify the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term LoansCompany of such determinations. The Borrowers You agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using use commercially reasonable efforts to ensure that the Arrangers’ syndication efforts benefit materially from the Borrower's existing lending relationships of the Company and the Merger Party and their respective subsidiaries. To facilitate an orderly and successful syndication of the Senior Facilities, you agree that, until the earliest of (x) the termination of the syndication as determined by the Arrangers, (y) the consummation of a Successful Syndication (as defined in the Fee Letter) and (z) 90 days after the Closing Date, neither the Company nor the Merger Party (including, in each case, their respective subsidiaries) will syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, any debt facility or any debt or equity relationships, security of the Merger Party or the Company or any of their respective subsidiaries or affiliates (other than (a) the Senior Facilities and other indebtedness contemplated hereby to remain outstanding after the Closing Date and (b) direct contact between the Borrowers and any Additional Lendersissuance of (i) common equity of the Merger Party to shareholders of the Company on the Closing Date, (cii) furnishingthe Securities (if any), or, as the Administrative Agent may request, assisting in the preparation of, information, projections and marketing materials to be used (iii) equity issued in connection with the syndication conversion of any convertible debt securities of the Company or the Merger Party, hedging arrangements or warrants and (div) the hosting, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects equity pursuant to employee stock plans of the syndication, in consultation with Company and the Borrowers, including decisions as to the selection of institutions Merger Party and other similar arrangements to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders mutually agreed upon by you and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (iArrangers) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers Arrangers. You agree to cooperate with the Commitment Parties, in connection with (i) the preparation of one or more information packages regarding the business, operations and financial projections of the Company and the Merger Party (collectively, the “Confidential Information Memorandum”) including, without limitation, all information relating to the transactions contemplated hereunder prepared by or on behalf of the Company or the Merger Party deemed reasonably necessary by the Commitment Parties to complete the syndication of the Senior Facilities including, without limitation, using commercially reasonable efforts to obtain (a) a public corporate family rating from Xxxxx’x Investor Services, Inc. (“Moody’s”) for the Company, (b) a public corporate credit rating from Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation (“S&P”)) for the Company and (c) a public credit rating for the Senior Facilities from each of Moody’s and S&P, and (ii) any syndication shall be offered the presentation of one or more information packages reasonably acceptable in format and content to the Commitment Parties (collectively, the “Lender Presentation”) in meetings and other communications with prospective Lenders pro rata or agents in connection with the syndication of the Senior Facilities (including, without limitation, direct contact between senior management and representatives, with appropriate seniority and expertise, of the Company and the Merger Party with prospective Lenders and participation of such persons in meetings). You further agree that the commitments and agreements of the Commitment Parties hereunder are conditioned upon your satisfaction of the requirements of the foregoing provisions of this paragraph by a date sufficient to afford the Arrangers a period of at least 30 consecutive days following the launch of the general syndication of the Senior Facilities to syndicate the Senior Facilities prior to the Closing Date (as defined in Annex B); provided that such period will not include any day from and including August 23, 2010 through September 6, 2010 or December 18, 2010 through January 3, 2011. You will be solely responsible for the contents of any such Confidential Information Memorandum and Lender Presentation (other than, in each case, any information contained therein that has been provided for inclusion therein by the Commitment Parties solely to the extent desired such information relates to the Commitment Parties) and all other information, documentation or materials delivered to the Arrangers in connection therewith (collectively, the “Information”) and you acknowledge that the Commitment Parties will be using and relying upon the Information without independent verification thereof. You agree that Information regarding the Senior Facilities and Information provided by any Lenders) based on the Company and the Merger Party or their respective representatives to the Arrangers in connection with the Senior Facilities (including, without limitation, draft and execution versions of the Loan PercentagesDocuments, the Confidential Information Memorandum, the Lender Presentation, publicly filed financial statements, and draft or final offering materials relating to contemporaneous securities issuances by the Company or the Merger Party) may be disseminated to potential Lenders and other persons through one or more internet sites (including an IntraLinks, SyndTrak or other electronic workspace (the “Platform”)) created for purposes of syndicating the Senior Facilities or otherwise, in accordance with the Arrangers’ standard syndication practices, and you acknowledge that neither the Arrangers nor any of their affiliates will be responsible or liable to you or any other person or entity for damages arising from the use by others of any Information or other materials obtained on the Platform, except, in the case of damages to you but not to any other person, to the extent such damages are found by a final judgment of a court of competent jurisdiction to arise from the gross negligence or willful misconduct of any Arranger or any of its affiliates or any of their respective directors, employees, advisors or agents. You acknowledge that certain of the Lenders may be “public side” Lenders (i.e. Lenders that do not wish to receive material non-public information with respect to the Company, the Merger Party or their respective affiliates or any of its or their respective securities) (each, a “Public Lender”). At the request of the Arrangers, you agree to prepare an additional version of the Confidential Information Memorandum and the Lender Presentation to be used by Public Lenders that does not contain material non-public information concerning the Company, the Merger Party or their respective affiliates or securities. It is understood that in connection with your assistance described above, at the request of the Arrangers, you will provide, and cause all other applicable persons to provide, authorization letters to the Arrangers authorizing the distribution of the Information to prospective Lenders, containing a representation to the Arrangers that the public-side version does not include material non-public information about the Company, the Merger Party or their respective affiliates or its or their respective securities. In addition, you will clearly designate as such all Information provided to the Commitment Parties by or on behalf of the Company or the Merger Party which is suitable to make available to Public Lenders. You acknowledge and agree that the following documents may be distributed to Public Lenders, unless you advise the Arrangers in writing (including by email) within a reasonable time prior to their intended distributions that such material should only be distributed to prospective Lenders that are not Public Lenders: (a) drafts and final versions of the Loan Documents; (b) administrative materials prepared by the Arrangers for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); and (c) term sheets and notification of changes in the terms of the Senior Facilities.

Syndication. The Borrowers agree Lead Arrangers intend to commence syndication of the Facilities promptly after your acceptance of the terms of this Commitment Letter and the Fee Letters. Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Administrative Agent has Initial Lenders’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments or participations in respect of, the Facilities and in no event shall the commencement or successful completion of syndication of the Facilities constitute a condition to the availability of the Facilities on the Closing Date. You agree, prior to the Syndication Date (as hereinafter defined), to actively assist, and to use your commercially reasonable efforts to cause the Acquired Business and its subsidiaries to actively assist, the Lead Arrangers in achieving a syndication of each Facility that is reasonably satisfactory to the Lead Arrangers and you; provided that, notwithstanding each Lead Arranger’s right to syndicate the Commitments Facilities and receive commitments with respect thereto, it is agreed that (i) except in the case of an assignment to which you otherwise agree in writing, (A) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Facilities, including its commitments in respect thereof, until after the initial funding of the Facilities has occurred; and (B) no assignment or novation shall become effective with respect to all or any portion of an Initial Lender’s commitments in respect of the Facilities until after the initial funding of the Facilities; and (ii) each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred and the Term Loans at initial funding under the Facilities has been made. Notwithstanding anything to the contrary contained herein, any time resales or assignments of the Facilities by any Lender (including any Initial Lender) on or following the Closing Date shall be governed by the provisions of the Facilities as set forth in the Summary of Terms. We agree not to syndicate our commitments to (i) competitors of the Companies specified to us by you in writing from time to time time, (ii) any persons that are engaged as principals primarily in private equity, mezzanine financing or venture capital and certain banks, financial institutions, other institutional lenders and other entities, in each case that have been specified to a group us by you in writing on or prior to March 16, 2016 and (iii) as to any entity referenced in each case of financial institutions clauses (i) and (ii) above (the "Additional “Primary Disqualified Institution”), any of such Primary Disqualified Institution’s known affiliates readily identifiable by name, but excluding any affiliate that is primarily engaged in, or that advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which the Primary Disqualified Institution does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity (clauses (i), (ii) and (iii) above collectively, the “Disqualified Institutions”) and that no Disqualified Institutions may become Lenders". Such assistance shall include (a) identified your providing, and using your commercially reasonable efforts to cause your advisors, the Acquired Business, its subsidiaries and its advisors to provide, the Lead Arrangers and the Lenders promptly upon request with all customary information reasonably deemed necessary by the Administrative Agent in consultation Lead Arrangers to complete such syndication, including, but not limited to (x) information and evaluations prepared by you, the Acquired Business and your and its advisors, or on your or its behalf, relating to the Transaction (including the Projections (as hereinafter defined)) and (y) customary forecasts prepared by management of the Companies of balance sheets, income statements and cash flow statements for each fiscal quarter for the first twelve months following the Closing Date and for each year commencing with the Borrowersfirst fiscal year following the Closing Date and for each of the succeeding seven fiscal years thereafter; (b) your assistance (including the use of commercially reasonable efforts to cause the Acquired Business to assist) in the preparation of a customary information memorandum with respect to each of the Facilities (each, if an “Information Memorandum”) and other customary marketing materials to be used in connection with the Administrative Agent syndication of each Facility (collectively with the Summary of Terms and its affiliates determine any additional summary of terms prepared for distribution to syndicate Public Lenders (as hereinafter defined), the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including “Information Materials”); (ac) using commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit materially from your existing lending relationships and, to the extent practical and appropriate, using commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit from the Borrower's lending existing banking relationships of the Acquired Business and equity relationships, (b) direct contact between the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting in the preparation of, information, projections and marketing materials to be used in connection with the syndication and its subsidiaries; (d) using commercially reasonable efforts to obtain, upon our request, prior to the hostinglaunch of primary syndication, monitored public corporate credit or family ratings (but no specific rating) for you after giving effect to the Transaction and ratings (but no specific rating) of the Facilities from Xxxxx’x Investors Service, Inc. (“Moody’s”) and Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) (collectively, the “Ratings”); (e) your ensuring, and with respect to the Administrative Agent Acquired Business, using your commercially reasonable efforts to ensure, that none of the Companies shall syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of any debt of the Companies (other than the Facilities), including any renewals or refinancings of any existing debt, that, in the reasonable judgment of the Lead Arrangers, could reasonably be expected to materially and its affiliatesadversely affect the syndication of the Facilities without the prior written consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that the following debt may be issued without the prior written consent of the Lead Arrangers: (i) capital leases and purchase money and equipment financing indebtedness incurred in the ordinary course of business, (ii) intercompany indebtedness and (iii) other indebtedness of the Acquired Business permitted to be incurred or remain outstanding under the Acquisition Agreement); and (f) your otherwise assisting the Lead Arrangers in their syndication efforts, including by making your officers and advisors, and, to the extent practical and appropriate, using your commercially reasonable efforts to make the officers and advisors of the Acquired Business, available from time to time upon reasonable advance notice to attend and make presentations regarding the business and prospects of the Companies and the Transaction at one or more meetings of any Additional prospective Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained hereinin this Commitment Letter or the Fee Letters or any other letter agreement or undertaking concerning the financing of the Transaction to the contrary, neither the obtaining of the Ratings referenced above nor the compliance with any of the other provisions set forth in clauses (a) through (f) above or any other provision of this paragraph shall constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date. For the avoidance of doubt, the Companies will not be required to provide any information to the extent that the provision thereof would violate any attorney-client privilege, law, rule or regulation or any obligation of confidentiality binding on the Companies; provided that in the event of a syndication (i) no Lender that the Companies do not provide information in reliance on this sentence, the Companies shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered provide notice to the Lenders pro rata (Lead Arrangers that such information is being withheld and shall use their commercially reasonable efforts to communicate, to the extent desired by feasible, the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege. It is understood and agreed that the Lead Arrangers will manage and control all aspects of the syndication of the Facilities in consultation with you and, as to the selection of Lenders, with your approval (such approval not to be unreasonably withheld or delayed), and, subject to the second paragraph in Section 1 above, any titles offered to prospective Lenders) based , when commitments will be accepted and the final allocations of the commitments among the Lenders. It is understood that no Lender participating in the Facilities will receive compensation from you in order to obtain its commitment, except on their respective Loan Percentagesthe terms contained herein and in the Summary of Terms. It is also understood and agreed that the amount and distribution of the fees among the Lenders will be at the sole and absolute discretion of the Lead Arrangers.

Syndication. The Borrowers agree CS Securities reserves the right, commencing on the date that is 60 days after the Administrative Agent has the right Closing Date, to syndicate all or a portion of CS’s commitment with respect to the Commitments and the Term Loans at any time or from time to time Facilities to a group of banks, financial institutions and other institutional lenders (together with CS, the "Additional “Lenders"”) identified by the Administrative Agent us in consultation with you (excluding institutions identified by you in writing to us prior to the Borrowersdate hereof (the “Disqualified Institutions”)). We intend to commence preparations for such syndication efforts promptly following the Closing Date and to launch such syndication 60 days following the Closing Date, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers you agree to actively assist us from and after such date until the Administrative Agent and its affiliates earlier of the date on which a Successful Syndication (as defined in completing a syndication satisfactory to the Administrative Agent Fee Letter) occurs and the Borrowersdate that is 120 days following the Closing Date (such earlier date, including the “Syndication Date”) in our efforts to complete a Successful Syndication. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the any syndication efforts benefit materially from your and your affiliates’ existing lending relationships and the Borrower's existing lending relationships of the Company and equity relationshipsthe Investor, (b) direct contact between senior management, representatives and advisors of you, the Borrowers Borrower and any Additional the Company (and your using commercially reasonable efforts to cause direct contact between senior management, representatives and advisors of the Investor) and the proposed Lenders, (c) furnishingassistance by you, or, as the Administrative Agent may request, assisting Borrower and the Company (and your using commercially reasonable efforts to cause the assistance by the Investor) in the preparation of, information, projections of a Confidential Information Memorandum for the Facilities and other marketing materials and presentations to be used in connection with the syndication and (the “Information Materials”), (d) your providing or causing to be provided projections of Holdings and its subsidiaries for the hosting, years 2013 through 2018 and for the seven quarters beginning with the Administrative Agent second quarter of 2013, in each case in form and its affiliatessubstance reasonably satisfactory to CS Securities, (e) on or promptly after that date which is 60 days following the Closing Date, your applying, or causing the Borrower to apply, for the receipt, on an expedited basis, of one or more meetings of any Additional Lenders. The Administrative Agent a public corporate credit rating from Standard & Poor’s Ratings Service (“S&P”) and its affiliates would manage all aspects of the syndicationa public corporate family rating from Xxxxx’x Investors Service, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication Inc. (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentages.“

Syndication. The Borrowers agree that Lead Arrangers intend to commence syndication of the Administrative Agent has Bridge Facility promptly after your acceptance of the right to syndicate the Commitments terms of this Commitment Letter and the Term Loans at any time or from time to time to a group of financial institutions Fee Letter (the "Additional Lenders"as hereinafter defined) identified by the Administrative Agent in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loansexecution of the Acquisition Agreement (which syndication shall not reduce the commitments of the Initial Bridge Lenders hereunder, except as provided for in Section 8). The Borrowers Until the earlier of 60 days following the Closing Date and the completion of a Successful Syndication (as defined in the Fee Letter (as defined below)) (such date, the “Syndication Date”), you agree to actively assist the Administrative Agent assist, and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using use your commercially reasonable efforts to ensure that cause the syndication Acquired Business and its subsidiaries to actively assist, the Lead Arrangers in achieving a Successful Syndication (as defined in the Fee Letter). Such assistance shall include (a) your providing and causing your advisors to provide, and using your commercially reasonable efforts benefit materially from to cause the Borrower's lending Acquired Business, their subsidiaries and equity relationshipstheir advisors to provide, the Lead Arrangers and the Lenders upon reasonable request with all information reasonably deemed necessary by the Lead Arrangers to complete such syndication, including, but not limited to, information and evaluations prepared by you, the Acquired Business and your and its advisors, or on your or its behalf, relating to the Transactions (including the Projections (as hereinafter defined)), (b) direct contact between the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting your assistance in the preparation ofof a confidential information memorandum with respect to the Bridge Facility in form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Lead Arrangers (each, information, projections an “Information Memorandum”) and other customary marketing materials to be used in connection with the syndication of the Bridge Facility (collectively with the Term Sheet and any additional summary of terms prepared for distribution to Public Lenders (as hereinafter defined), the “Information Materials”), (c) your using your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit from your existing lending relationships and, to the extent practical and appropriate, the existing banking relationships of the Acquired Business, (d) your using commercially reasonable efforts to execute and deliver one or more Joinder Agreements (as hereinafter defined) delivered to you in respect of any Permitted Assignee, as soon as reasonably practicable following commencement of syndication of the hostingBridge Facility and (e) your otherwise assisting the Lead Arrangers in their syndication efforts, with including by making your officers and advisors, and using your commercially reasonable efforts to make the Administrative Agent officers and its affiliatesadvisors of the Acquired Business, of available from time to time to attend and make presentations at one or more meetings of prospective Lenders at times and places to be mutually agreed, subject to confidentiality agreements acceptable to Borrower and the Lead Arrangers. You further agree to use commercially reasonable efforts to deliver to one or more investment banks appointed by you to place or sell securities in connection with the Senior Notes (collectively the “Investment Bank”), not later than 10 business days prior to the Closing Date (or as soon thereafter as reasonably practicable), a complete preliminary prospectus supplement, preliminary offering memorandum or preliminary private placement memorandum (collectively, an “Offering Document”) suitable for use in a customary “road show” relating to the placing or selling of securities in connection with the Senior Notes, which contains all financial statements and other data required to be included therein or customarily included therein (including all audited financial statements, all unaudited financial statements (which shall have been reviewed by your independent accountants as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722) and all required pro forma financial statements prepared in accordance with, or reconciled to, generally accepted accounting principles in the United States and prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended), and all other data (including selected financial data) that the Securities and Exchange Commission would require in a registered offering of the Senior Notes or that would be necessary for the Investment Banks to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the Senior Notes and (2) arrange to deliver at the closing of such placement or sale (A) a customary comfort letter (which shall provide “negative assurance” comfort) from your independent accountants (and any Additional Lenderspredecessor accountant or acquired company accountant to the extent financial statements of the Borrower or any acquired company audited or reviewed by such accountants are or would be included in any Offering Document) and (B) a customary “10b-5” legal opinion or disclosure letter from your counsel. The Administrative Agent In order to facilitate an orderly and successful syndication of the Bridge Facility, you agree that until the Syndication Date, the Borrower will not issue, announce, offer, place or arrange debt securities or any syndicated credit facilities of the Borrower or its affiliates would subsidiaries (other than (i) the Senior Notes, (ii) the Term Loan Facility and (iii) amendments or refinancings of the Existing Credit Agreement that do not increase the aggregate committed amount thereof and (iv) any other financing agreed by the Lead Arrangers), in each case if such issuance, announcement, offering, placement or arrangement could reasonably be expected to materially impair the primary syndication of the Bridge Facility. It is understood and agreed that the Lead Arrangers will manage and control all aspects of the syndication, syndication of the Bridge Facility in consultation with the Borrowersyou, including decisions as to the selection of institutions prospective Lenders and any titles offered to be approached and when they will be approachedproposed Lenders, when their commitments will be accepted, which institutions will participate, accepted and the final allocations of the commitments among any Additional Lenders the Lenders. It is understood that no Lender participating in the Bridge Facility will receive compensation from you in order to obtain its commitment, except on the terms contained herein and in the Term Sheet and Fee Letter. It is also understood and agreed that the amount and distribution of the fees among any Additional Lenders. The Borrowers acknowledge that the information Lenders will be at the Borrowers may be asked to furnish to sole and absolute discretion of the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect theretoLead Arrangers. Notwithstanding anything to the contrary contained hereinin this Commitment Letter or any other agreement or undertaking concerning the Bridge Facility, but without limiting the conditions precedent in the event of a Section 5 hereof or Exhibit B, and without limiting your obligations to assist with syndication (i) no Lender shall be permitted to syndicate more than 49% in this Xxxxxxx 0, xxxx of the Commitmentsforegoing obligations under the provisions of this Section 2 nor the commencement, Term Loans and LC Disbursements held conduct or completion of the syndication contemplated by it this Section 2 is a condition to the commitments or the funding of the Bridge Facility on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentages.Date

Syndication. The Borrowers Arranger shall commence syndication of the Facilities to prospective Lenders (as such term is defined in each of Exhibit A and B) promptly upon the execution of this Commitment Letter and, in connection with its syndication of the Facilities, the Arranger will select the Lenders after consultation with you provided that we agree that the Administrative Agent has the right not to syndicate the Commitments commitment under the Facilities or any portion thereof to certain banks, financial institutions and other institutional, investors and funds that have been specified in writing to the Term Loans Commitment Party by you at any time prior to the date of delivery hereof (or, if after such date but prior to the commencement of general syndication, that are reasonably acceptable to the Commitment Party). The Arranger will lead the syndication, including determining the timing of all offers to prospective Lenders, any title of agent or similar designations or roles awarded to any Lender and the acceptance of commitments, the amounts offered and the compensation provided to each Lender from time the amounts to time be paid to a group the Arranger pursuant to the terms of financial institutions (this Commitment Letter and the "Additional Lenders") identified by the Administrative Agent Fee Letter, and will in consultation with you determine the Borrowers, if the Administrative Agent final commitment allocations and its affiliates determine to syndicate the Commitments and the Term Loansnotify you of such determinations. The Borrowers You agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using use all commercially reasonable efforts to ensure that the Arranger’s syndication efforts benefit materially from the Borrower's existing lending and equity relationshipsinvestment banking relationships of you, the Borrower, the Acquired Business and your and their respective subsidiaries. To ensure an orderly and successful syndication of the Facilities, you agree that, until the date (the “Syndication Termination Date”) which is the earliest of (a) the termination by the Arranger of syndication of the Facilities, (b) direct contact between 60 days following the Borrowers Closing Date and any Additional Lenders, (c) furnishing, or, the “successful syndication” of the Facilities (as the Administrative Agent may request, assisting defined in the preparation Fee Letter), you will not, and agree to use commercially reasonable efforts to ensure that the Acquired Business will not, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, information, projections and marketing materials to be used or engage in connection with discussions concerning the syndication and (d) or issuance of, any debt facility or any debt security of you, the hostingAcquired Business or the Borrower or any of your or their respective subsidiaries, with the Administrative Agent and its affiliates, of one including any renewal or more meetings refinancing of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of existing debt facility or debt security (including the syndication, Existing Credit Agreement) in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date each case without the prior written consent of the Borrowers Arranger (other than the Facilities, indebtedness permitted pursuant to the Acquisition Agreement, and purchase money indebtedness and capitalized lease obligations incurred in the ordinary course of business). You agree to, and agree to use commercially reasonable efforts to cause the Acquired Business to, cooperate with, and provide information reasonably required by, the Arranger in connection with all syndication efforts, including: (i) as soon as practicable after the date of this Commitment Letter, assist in the preparation of a customary information memorandum and other customary presentation materials (collectively, “Facilities Marketing Materials”) reasonably acceptable in form and content to the Arranger for use in bank meetings and other communications with prospective Lenders in connection with the syndication of the Facilities regarding the business, operations, financial projections and prospects of you, the Borrower and the Acquired Business and your and their respective subsidiaries, including without limitation the delivery of all information relating to the Transactions prepared by or on behalf of you, the Borrower or the Acquired Business that the Arranger deems reasonably necessary to complete the syndication of the Facilities; (ii) using commercially reasonable efforts to obtain from Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”), prior to the launch of the general syndication, a corporate family rating from Moody’s, a corporate credit rating from S&P and a credit rating for each of the Facilities from each of Moody’s and S&P; (iii) arranging for direct communications at reasonable times and places, using reasonable methods (including telecommunications), with prospective Lenders, excluding Disqualified Lenders, in connection with the syndication of the Facilities (including without limitation direct contact between appropriate senior management, representatives and advisors of you and the Borrower (and using commercially reasonable efforts to cause direct contact with appropriate senior management, representatives and advisors of the Acquired Business) and participation of such persons in such meetings); and (iv) hosting (including any preparations with respect thereto) with the Arranger at places and times reasonably requested by the Arranger one or more conference calls with prospective Lenders and, in connection with such conference calls, consulting with the Arranger with respect to the presentations to be made and making available appropriate senior management, representatives and advisors of you and the Borrower to rehearse such presentations prior to such conference calls, as reasonably requested by the Arranger. You agree that the Arranger has the right to place advertisements in financial and other newspapers and journals at their own expense describing their services to you; provided that the Arranger will submit a copy of any such advertisement to you for your prior written approval, which approval will not be unreasonably withheld or delayed. You further agree that any references to the Arranger or any of its affiliates made by you or your affiliates in advertisements or other marketing materials used in connection with the Transactions are subject to the prior written approval of the Arranger, which approval shall not be unreasonably withheld or delayed. April 16, 2014 Platform Specialty Products Corporation You will be solely responsible for the contents of the Facilities Marketing Materials and all other information, documentation or other materials delivered to us in connection therewith and you acknowledge that we will be using and relying upon such information without independent verification thereof. You and the Borrower agree that such information regarding the Facilities and information provided by you and the Borrower or your or its representatives to the Arranger in connection with the Facilities (including, without limitation, draft and execution versions of the Loan Documents, information packages, presentations and publicly filed financial statements) may be disseminated to prospective Lenders and other persons through one or more Intranet sites (including an IntraLinks or Syndtrak workspace) created for purposes of syndicating the Facilities or otherwise in accordance with the Arranger’s standard syndication practices (including hard copy and via electronic transmissions) which shall contain standard confidentiality undertakings. You understand that certain prospective Lenders (such Lenders, “Public Lenders”) may have personnel that do not wish to receive MNPI (as defined below). At the Arranger’s request, you agree to prepare an additional version of the Facilities Marketing Materials that does not contain material non-public information concerning you, the Borrower, the Acquired Business or your or their respective subsidiaries or affiliates or your or their respective securities for purposes of foreign and United States federal and state securities laws (collectively, “MNPI”) which is suitable to make available to Public Lenders. You acknowledge and agree that the following documents may be distributed to Public Lenders: (a) drafts and final versions of the Loan Documents; (b) administrative materials prepared by the Arranger for prospective Lenders (including without limitation a lender meeting invitation, allocations and funding and closing memoranda); and (c) term sheets and notification of changes in the terms and conditions of the Facilities. Before distribution of any Facility Marketing Materials in connection with the syndication of the Facilities (i) to prospective Lenders that are not Public Lenders, you will provide us with a customary letter authorizing the dissemination of such materials and (ii) any to prospective and existing Public Lenders, you will provide us with a customary letter authorizing the dissemination of information that does not contain MNPI (the “Public Information Materials”) to Public Lenders and confirming the absence of MNPI therein. In addition, at the Arranger’s request, you will identify Public Information Materials by marking the same as “PUBLIC” and you agree that unless specifically labeled “PRIVATE — CONTAINS NON-PUBLIC INFORMATION,” no information, documentation or other data disseminated to prospective Lenders in connection with the syndication shall be offered to of the Lenders pro rata Facilities, whether through an Internet site (to the extent desired by any Lenders) based on their respective Loan Percentages.including without limitation an IntraLinks or SyndTrak workspace), electronically, in presentations, at meetings or otherwise will contain MNPI. April 16, 2014 Platform Specialty Products Corporation

Syndication. The Borrowers agree that the Administrative Agent has the right Lead Arranger intends to syndicate the Commitments and commence syndication of the Term Loans at any time or from time Facility promptly following the date hereof to time to a group of financial institutions prospective lenders (together with the "Additional Initial Term Lenders", the “Lenders”) identified by the Administrative Agent in consultation with you and until the Borrowers, if the Administrative Agent and its affiliates determine earlier to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including occur of (a) using a Successful Syndication (as defined in the Fee Letter among us and you dated the date hereof (the “Fee Letter”)) and (b) 60 days following the funding of the Term Facility (such earlier date, the “Syndication Date”), you agree to use commercially reasonable efforts to ensure that assist the Lead Arranger in forming a syndicate for the Term Facility reasonably acceptable to us and you; provided that, except as expressly set forth in Section 2 above, such syndication shall not relieve the Commitment Party of its obligations set forth herein (including its obligations to fund the Term Facility on the Closing Date on the terms and conditions set forth in the Commitment Letter) and, unless you agree in writing, the Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications, waivers and amendments, until after the initial funding of the Term Facility on the Closing Date has occurred. Such syndication will be accomplished by a variety of means, including direct contact during the syndication for the Term Facility between senior management and advisors of the Borrower and the prospective lenders, which shall be reasonably acceptable to you. To assist the Lead Arranger in its syndication efforts, you hereby agree to use your commercially reasonable efforts benefit materially from (a) to provide and cause your advisors to provide the Borrower's lending Lead Arranger and equity relationshipsthe syndicate members upon request with all customary information reasonably deemed necessary by the Lead Arranger to complete syndication, including but not limited to information and evaluations prepared by you, your advisors or on your behalf relating to the Transactions; (b) direct contact between to assist the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting Lead Arranger upon request in the preparation of, information, projections and of customary marketing materials (the “Marketing Materials”), including a customary information memorandum with respect to the Term Facility in form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Lead Arranger, to be used in connection with the syndication of the Term Facility (the “Confidential Information Memorandum”); (c) upon reasonable advanced notice to make available your senior officers and (d) representatives, to make telephonic or in-person presentations regarding the hosting, with business and prospects of the Administrative Agent Borrower and its affiliates, of subsidiaries and/or the Acquired Business at one or more meetings of proposed lenders at such reasonable times and in such reasonable places (as the case may be) to be mutually agreed upon; (d) to obtain, prior to the commencement of syndication, a credit rating for the Term Facility and update the corporate and corporate family ratings, as applicable, for the Borrower from each of Standard & Poor’s Ratings Services and Xxxxx’x Investors Service, Inc. (in each case, taking into account the Transactions) and participate in a customary manner in the process of securing such ratings; (e) prior to the Syndication Date, to ensure that there shall be no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of the Borrower or any Additional Lenders. The Administrative Agent of its subsidiaries being offered, placed or arranged without the consent of the Lead Arranger, if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndication of the Term Facility; and (f) to ensure that the Lead Arranger’s syndication efforts benefit from the existing lending and investment banking relationships of the Borrower and its affiliates would manage subsidiaries. Notwithstanding the foregoing in this Section 3 and our right to syndicate our commitment hereunder, it is agreed that the success of any syndication of and receipt of commitments in respect of all or any portion of our commitments hereunder prior to the funding of the Term Facility shall not be a condition to our commitments hereunder. Subject to the terms hereof and limitations and your consent rights set forth herein, the Lead Arranger will lead the syndication and will manage, in consultation with you, all aspects of the syndication, in consultation with the Borrowersincluding, including decisions as to the without limitation, selection of institutions to be approached lenders, determination of when the Lead Arranger will approach potential lenders and when they will be approachedthe time of acceptance of the lenders’ commitments, when their commitments will be accepted, which institutions will participateany naming rights, the final allocations of the commitments among any Additional Lenders the lenders and the amount and distribution of fees among the lenders. To assist the Lead Arranger in its syndication efforts, subject to the limitations in the preceding paragraph, upon the request of the Lead Arranger, you agree to use commercially reasonable efforts to promptly to prepare and provide to the Lead Arranger the Marketing Materials with respect to you, and your subsidiaries and the Transactions, including annual projections of the Borrower (giving pro forma effect to the Transactions) through 2021 with respect to income statements and balance sheets (the “Projections”), that are not otherwise in any Additional Lead Arranger’s possession and that the Lead Arranger reasonably requests in connection with the structuring, arrangement and syndication of the Term Facility. At the request of the Commitment Party, you agree to assist in the preparation of a version of the Marketing Materials (a “Public Version”) consisting exclusively of information with respect to you and your affiliates, the Acquired Business and the Acquisition that is either publicly available or not material with respect to you and your affiliates, the Seller and its subsidiaries, any of your or their respective securities or the Acquisition for purposes of United States federal and state securities laws and Canadian securities laws (such information, “Non-MNPI”). Such Public Versions, together with any other information prepared by you or the Seller or your or its affiliates or representatives and conspicuously marked “Public” (collectively, the “Public Information”), which at a minimum means that the word “Public” will appear prominently on the first page of any such information, may be distributed by us to prospective Lenders who have advised us that they wish to receive only Non-MNPI (“Public Side Lenders”). You acknowledge and agree that, in addition to Public Information and unless you promptly notify us otherwise, (a) term sheets, drafts and final definitive documentation with respect to the Term Facility, (b) administrative materials prepared by the Commitment Party for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda) and (c) notifications of changes in the terms of the Term Facility may be distributed to Public Side Lenders. The Borrowers acknowledge It is understood that in connection with your assistance described above, customary authorization letters will be included in the Marketing Materials that (i) authorize the distribution thereof to prospective Lenders, (ii) represent that the information Public Version of the Borrowers may be asked Marketing Materials only includes non-MNPI and (iii) exculpate you, the Seller and us and your, our and their respective affiliates with respect to furnish any liability related to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained hereinmisuse (or, in the event case of a syndication (ius and our affiliates, use) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent contents of the Borrowers and (ii) Marketing Materials or related materials by the recipients thereof and, in the case of us, any syndication shall be offered liability with respect to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentagescontents of such Marketing Materials or related materials.

Syndication. The Borrowers agree that Citigroup reserves the Administrative Agent has right, before or after the right execution of the Operative Documents, to syndicate the Commitments and the Term Loans at any time all or from time a portion of its commitment to time to a group of one or more other financial institutions (including institutional investors) that will become parties to the "Additional Operative Documents pursuant to a syndication to be managed by CGMI (the financial institutions becoming parties to the Operative Documents being collectively referred to herein as the “Lenders") identified by ”). CGMI will manage all aspects of the Administrative Agent syndication in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments France and the Term Loans. The Borrowers agree Borrower, including the timing of all offers to actively assist potential Lenders, the Administrative Agent determination of the amounts offered to potential Lenders, the acceptance of commitments of the Lenders and its affiliates in completing a syndication satisfactory the compensation to be provided to the Administrative Agent Lenders. France shall take, and shall use its best efforts to cause the Borrower to take, all action as CGMI may reasonably request to assist CGMI in forming a syndicate acceptable to CGMI. France’s and the Borrowers, including Borrower’s assistance in forming such a syndicate shall include but not be limited to (ai) making senior management and representatives of France and the Borrower available to participate in information meetings with potential Lenders at such times and places as CGMI may reasonably request; (ii) using commercially reasonable France’s and the Borrower’s best efforts to ensure that the syndication efforts benefit materially from France’s, the Borrower's ’s and their respective owners’ lending relationships; and equity relationships(iii) providing CGMI with all information reasonably deemed necessary by it to achieve Successful Syndication (as further defined). To ensure Successful Syndication of the Facilities, (b) direct contact between France agrees that until Successful Syndication has occurred, neither the Borrowers Borrower nor France will, and will not permit any Additional Lendersof their respective affiliates to, (c) furnishingsyndicate or issue, orattempt to syndicate or issue, as announce or authorize the Administrative Agent may request, assisting in announcement of the preparation syndication or issuance of, informationor engage in discussions concerning the syndication or issuance of, projections and marketing materials any debt facility or debt security (including any renewals thereof), other than the facilities in respect of the acquisition of the capital stock of the Borrower to be used in connection with the syndication and (d) the hostingprovided by CGMI to France, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of CGMI. Citibank, N.A. will act as the Borrowers sole Facility Agent for the Facility and CGMI will act as sole syndication agent. No additional agents, co-agents or arrangers will be appointed, or other titles conferred, without the consent of Citigroup. “Successful Syndication” shall be deemed to have occurred upon the earlier of (i) the date upon which CGMI has reduced its hold position to no more than MXP300,000,000 and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentages120 days following Completion. Section 4.

Syndication. The Borrowers agree that CS Securities reserves the Administrative Agent has right, prior to and/or after the right execution of definitive documentation for the Facilities, to syndicate all or a portion of CS’s commitment with respect to the Commitments and the Term Loans at any time or from time to time Facilities to a group of banks, financial institutions and other institutional lenders (together with CS, the "Additional “Lenders"”) identified by the Administrative Agent us in consultation with you, and you agree to provide CS Securities with a period of at least 30 days following the Borrowers, if receipt by the Administrative Agent of the financial statements of the Company required under paragraph 3 of Annex II to Exhibit A hereto and its affiliates determine prior to the Closing Date to syndicate the Commitments Facilities (provided that the Closing Date shall not occur (a) prior to December 18, 2006, or (b) on any day from and including December 21, 2006, through and including January 2, 2007). Without limiting your obligations to assist with syndication efforts as set forth below, it is understood that CS’s commitment hereunder is not subject to the Term Loanssyndication of the Facilities. The Borrowers We intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree actively to actively assist the Administrative Agent and its affiliates us in completing a syndication mutually satisfactory to the Administrative Agent and the Borrowers, including syndication. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from the Borrower's your existing lending and equity relationshipsinvestment banking relationships and the existing lending and investment banking relationships of the Company, (b) direct contact between senior management, representatives and advisors of CBRE (and your using commercially reasonable efforts to cause direct contact between senior management, representatives and advisors of the Borrowers Company) and any Additional the proposed Lenders, (c) furnishing, or, as assistance by CBRE (and your using commercially reasonable efforts to cause assistance by the Administrative Agent may request, assisting Company) in the preparation of, information, projections of a Confidential Information Memorandum and other marketing materials to be used in connection with the syndication syndication, (d) your using all reasonable efforts to obtain, prior to the launch of the syndication, a “corporate rating” from Standard & Poor’s Ratings Service and a “corporate family rating” from Xxxxx’x Investors Service, Inc. and (de) the hosting, with the Administrative Agent and its affiliatesCS Securities, of one or more meetings of any Additional prospective Lenders. The Administrative Agent You agree, at the request of CS Securities, to assist in the preparation of a version of the Confidential Information Memorandum and its affiliates would manage other marketing materials and presentations to be used in connection with the syndication of the Facilities, consisting exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to Holdings, the Company or their respective subsidiaries for purposes of United States Federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information”. You further agree that each document to be disseminated by CS Securities to any Lender in connection with the Facilities will, at the request of CS Securities, be identified by you as either (i) containing Private Lender Information or (ii) containing solely Public Lender Information. CS Securities will manage, in consultation with you, all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participateparticipate (which will be subject to your consent (not to be unreasonably withheld)), the allocations allocation of the commitments among the Lenders, any Additional Lenders naming rights and the amount and distribution of fees among any Additional the Lenders. The Borrowers acknowledge that the information the Borrowers may be asked To assist CS Securities in its syndication efforts, you agree promptly to furnish to the Administrative Agent prepare and its affiliates provide (and to any Additional Lenders may include sensitive competitive informationuse commercially reasonable efforts to cause the Company promptly to provide) to CS Securities all information with respect to Holdings, the Company and their respective subsidiaries, the Transactions and the Administrative Agent other transactions contemplated hereby, including all financial information and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to projections (the contrary contained herein“Projections”), in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentagesas CS Securities may reasonably request.

Syndication. The Borrowers agree that the Administrative Agent has the right We intend to syndicate the Commitments and Bridge Facility (including, in the Term Loans at any time discretion of the Lead Arrangers, all or from time to time part of the commitments of the Initial Lenders) to a group of financial institutions (the "Additional Lenders") lenders identified by us and reasonably acceptable to you (such acceptance not to be unreasonably withheld or delayed), including, without limitation, any relationship lenders designated by you and reasonably acceptable to the Administrative Agent in consultation Lead Arrangers (together with the BorrowersInitial Lenders, if the Administrative Agent “Lenders”). Notwithstanding any other provision of this Commitment Letter to the contrary, unless you agree in writing, (a) no Initial Lender shall be relieved, released or novated from its respective obligations hereunder (including its obligation to fund its respective commitment in respect of the Bridge Facility on the Delayed Draw Closing Date) in connection with any syndication, assignment or participation of the Bridge Facility, including its commitments in respect thereof, until the Delayed Draw Closing Date has occurred, (b) no assignment or novation shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Bridge Facility until the Delayed Draw Closing Date has occurred, and (c) each Initial Lender shall retain exclusive control over all rights and obligations with respect to its affiliates determine commitments in respect of the Bridge Facility, including all rights with respect to syndicate consents, modifications, supplements, waivers and amendments, until the Commitments Delayed Draw Closing Date has occurred and the Term Loansinitial funding under the Bridge Facility has been made. The Borrowers Lead Arrangers intend to commence syndication efforts promptly after the date hereof, and until the date that is the earliest of (x) the date all commitments in respect of the Bridge Facility are terminated and no Bridge Loans are outstanding, (y) 60 days after the Delayed Draw Closing Date and (z) the date on which this Commitment Letter expires or terminates in accordance with the terms hereof (such date, the “Syndication Date”), you agree to actively assist (and, solely to the Administrative Agent and its affiliates extent permitted under the Merger Agreement, to use your commercially reasonable efforts to cause the Other MA Parties to actively assist) the Lead Arrangers in completing a syndication satisfactory to the Administrative Agent Lead Arrangers and the Borrowers, including you. Such assistance shall include (aA) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your and your affiliates’ existing banking relationships (and, solely to the extent permitted under the Merger Agreement, using your commercially reasonable efforts to ensure that the syndication efforts benefit from the Borrower's lending Other MA Parties and equity their affiliates’ existing banking relationships), (bB) at reasonable times and with reasonable prior notice, direct contact between your senior management and advisors and the Borrowers proposed Lenders (and, solely to the extent permitted under the Merger Agreement, using your commercially reasonable efforts to ensure such contact between senior management of the Other MA Parties and any Additional the proposed Lenders), (cC) furnishingyour preparing and providing (and, orsolely to the extent permitted under the Merger Agreement, using commercially reasonable efforts to cause the Other MA Parties to prepare and provide) to the Lead Arrangers all information with respect to you and your affiliates and the Other MA Parties and their affiliates and the Merger, including the financial information described on Exhibit C hereto and Projections (as defined below), as the Administrative Agent Lead Arrangers may requestreasonably request in connection with the arrangement and syndication of the Bridge Facility and your assistance (and, assisting solely to the extent permitted under the Merger Agreement, using your commercially reasonable efforts to cause the Other MA Parties to assist) in the our preparation ofof one or more confidential information memoranda (each, information, projections a “Confidential Information Memorandum”) and other marketing materials to be used in connection with the syndication (all such information, memoranda and material, “Information Materials”), (dD) the your hosting, with the Administrative Agent and its affiliatesLead Arrangers, of one or more meetings of prospective Lenders at times and locations to be mutually agreed (and, solely to the extent permitted under the Merger Agreement, using your commercially reasonable efforts to cause the officers of the Other MA Parties to be available for such meetings) and (E) your ensuring that there is no competing offering, placement, arrangement or syndication of any Additional Lendersbank financing (other than asset-level non-recourse financing and any financing to refinance, replace or repay all or any portion of the Bridge Facility) or announcement thereof by or on behalf of you or any of your subsidiaries (and, solely to the extent permitted under the Merger Agreement, your using commercially reasonable efforts to ensure there is no competing offering, placement, arrangement or syndication of such bank financing, or announcement thereof, by or on behalf of the Other MA Parties or any of their subsidiaries) if such offering, placement or arrangement would materially and adversely impair the primary syndication of the Bridge Facility. The Administrative Agent and its affiliates would Lead Arrangers (with your consent (not to be unreasonably withheld or delayed)) will manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations allocation of the commitments among any Additional the Lenders and the amount and distribution of fees among any Additional the Lenders. The Borrowers acknowledge If requested by the Lead Arrangers, you agree to assist in our preparation of a version of each Confidential Information Memorandum or other Information Material (a “Public Version”) consisting exclusively of information with respect to you and your affiliates and the Merger (and, in the case of information with respect to the Other MA Parties, solely to the extent permitted under the Merger Agreement, to use commercially reasonable efforts to provide a version of such information) that is either publicly available or not material with respect to you and your affiliates, the Other MA Parties and their affiliates or any of your or their respective securities or the Merger for purposes of United States federal securities laws (such information, “Non-MNPI”). Such Public Versions, together with any other information prepared by you or the Borrowers Other MA Parties or your or their affiliates or representatives and conspicuously marked “Public” (collectively, the “Public Information”) on the first page of any such information, may be asked distributed by us to furnish prospective Lenders who have advised us that they wish to receive only Non-MNPI (“Public Side Lenders”). You acknowledge and agree that unless you promptly notify us otherwise (provided that you shall have been given a reasonable opportunity to review such documents and comply with the U.S. Securities Exchange Commission requirements), (a) administrative materials for prospective Lenders such as lender meeting invitations and funding and closing memoranda, (b) term sheets and notifications of changes to the Administrative Agent Bridge Facility’s terms and its affiliates (c) other materials intended for prospective Lenders after the initial distribution of the Information Materials, including drafts and final versions of definitive documents with respect to the Bridge Facility shall, in each case, constitute Public Information; provided that all other information that is not specifically identified as “PUBLIC” (including any Projections (as defined herein)) shall be treated as being suitable only for posting to private Lenders. In connection with our distribution to prospective Lenders of any Confidential Information Memorandum and, upon our request, any other Information Materials, you will execute and deliver to us a customary authorization letter authorizing such distribution and, in the case of any Public Version thereof or other Public Information, representing that it only contains Non-MNPI. Each Confidential Information Memorandum will be accompanied by a disclaimer exculpating you and us with respect to any Additional Lenders may include sensitive competitive information, use thereof and of any related Information Materials by the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect theretorecipients thereof. Notwithstanding anything to the contrary contained hereinin this Commitment Letter or any other agreement or undertaking concerning the Bridge Facility, in the event of a but without limiting your obligations to assist with syndication (i) no Lender shall be permitted pursuant to syndicate more than 49% this Sxxxxxx 0, xxxx of the Commitmentsforegoing obligations under the provisions of this Section 3 nor the commencement, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent conduct or completion of the Borrowers and (ii) any syndication shall be offered contemplated by this Section 3 is a condition to the commitments, the obligations of the Initial Lenders pro rata (to hereunder or the extent desired by any Lenders) based on their respective Loan Percentagesfunding of the Bridge Facility.

Syndication. The Borrowers agree that the Administrative Agent has the right We intend to syndicate the Commitments and Bridge Facility (including, in the Term Loans at any time discretion of the Lead Arrangers, all or from time to time part of the commitments of the Initial Lenders) to a group of financial institutions (the "Additional Lenders") lenders identified by us and reasonably acceptable to you (such acceptance not to be unreasonably withheld or delayed), including, without limitation, any relationship lenders designated by you and reasonably acceptable to the Administrative Agent in consultation Lead Arrangers (together with the BorrowersInitial Lenders, if the Administrative Agent “Lenders”). Notwithstanding any other provision of this Commitment Letter to the contrary, unless you agree in writing, (a) no Initial Lender shall be relieved, released or novated from its respective obligations hereunder (including its obligation to fund its respective commitment in respect of the Bridge Facility on the Delayed Draw Closing Date) in connection with any syndication, assignment or participation of the Bridge Facility, including its commitments in respect thereof, until the Delayed Draw Closing Date has occurred, (b) no assignment or novation shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Bridge Facility until the Delayed Draw Closing Date has occurred, and (c) each Initial Lender shall retain exclusive control over all rights and obligations with respect to its affiliates determine commitments in respect of the Bridge Facility, including all rights with respect to syndicate consents, modifications, supplements, waivers and amendments, until the Commitments Delayed Draw Closing Date has occurred and the Term Loansinitial funding under the Bridge Facility has been made. The Borrowers Lead Arrangers intend to commence syndication efforts promptly after the date hereof, and until the date that is the earliest of (x) the date all commitments in respect of the Bridge Facility are terminated and no Bridge Loans are outstanding, (y) 60 days after the Delayed Draw Closing Date and (z) the date on which this Commitment Letter expires or terminates in accordance with the terms hereof (such date, the “Syndication Date”), you agree to actively assist (and, solely to the Administrative Agent and its affiliates extent permitted under the Merger Agreement, to use your commercially reasonable efforts to cause the Other MA Parties to actively assist) the Lead Arrangers in completing a syndication satisfactory to the Administrative Agent Lead Arrangers and the Borrowers, including you. Such assistance shall include (aA) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your and your affiliates’ existing banking relationships (and, solely to the extent permitted under the Merger Agreement, using your commercially reasonable efforts to ensure that the syndication efforts benefit from the Borrower's lending Other MA Parties and equity their affiliates’ existing banking relationships), (bB) at reasonable times and with reasonable prior notice, direct contact between your senior management and advisors and the Borrowers proposed Lenders (and, solely to the extent permitted under the Merger Agreement, using your commercially reasonable efforts to ensure such contact between senior management of the Other MA Parties and any Additional the proposed Lenders), (cC) furnishingyour preparing and providing (and, orsolely to the extent permitted under the Merger Agreement, using commercially reasonable efforts to cause the Other MA Parties to prepare and provide) to the Lead Arrangers all information with respect to you and your affiliates and the Other MA Parties and their affiliates and the Merger, including the financial information described on Exhibit C hereto and Projections (as defined below), as the Administrative Agent Lead Arrangers may requestreasonably request in connection with the arrangement and syndication of the Bridge Facility and your assistance (and, assisting solely to the extent permitted under the Merger Agreement, using your commercially reasonable efforts to cause the Other MA Parties to assist) in the our preparation ofof one or more confidential information memoranda (each, information, projections a “Confidential Information Memorandum”) and other marketing materials to be used in connection with the syndication (all such information, memoranda and material, “Information Materials”), (dD) the your hosting, with the Administrative Agent and its affiliatesLead Arrangers, of one or more meetings of prospective Lenders at times and locations to be mutually agreed (and, solely to the extent permitted under the Merger Agreement, using your commercially reasonable efforts to cause the officers of the Other MA Parties to be available for such meetings) and (E) your ensuring that there is no competing offering, placement, arrangement or syndication of any Additional Lendersbank financing (other than asset-level non-recourse financing and any financing to refinance, replace or repay all or any portion of the Bridge Facility) or announcement thereof by or on behalf of you or any of your subsidiaries (and, solely to the extent permitted under the Merger Agreement, your using commercially reasonable efforts to ensure there is no competing offering, placement, arrangement or syndication of such bank financing, or announcement thereof, by or on behalf of the Other MA Parties or any of their subsidiaries) if such offering, placement or arrangement would materially and adversely impair the primary syndication of the Bridge Facility. The Administrative Agent and its affiliates would Lead Arrangers (with your consent (not to be unreasonably withheld or delayed)) will manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations allocation of the commitments among any Additional the Lenders and the amount and distribution of fees among any Additional the Lenders. The Borrowers acknowledge If requested by the Lead Arrangers, you agree to assist in our preparation of a version of each Confidential Information Memorandum or other Information Material (a “Public Version”) consisting exclusively of information with respect to you and your affiliates and the Merger (and, in the case of information with respect to the Other MA Parties, solely to the extent permitted under the Merger Agreement, to use commercially reasonable efforts to provide a version of such information) that is either publicly available or not material with respect to you and your affiliates, the Other MA Parties and their affiliates or any of your or their respective securities or the Merger for purposes of United States federal securities laws (such information, “Non-MNPI”). Such Public Versions, together with any other information prepared by you or the Borrowers Other MA Parties or your or their affiliates or representatives and conspicuously marked “Public” (collectively, the “Public Information”) on the first page of any such information, may be asked distributed by us to furnish prospective Lenders who have advised us that they wish to receive only Non-MNPI (“Public Side Lenders”). You acknowledge and agree that unless you promptly notify us otherwise (provided that you shall have been given a reasonable opportunity to review such documents and comply with the U.S. Securities Exchange Commission requirements), (a) administrative materials for prospective Lenders such as lender meeting invitations and funding and closing memoranda, (b) term sheets and notifications of changes to the Administrative Agent Bridge Facility’s terms and its affiliates (c) other materials intended for prospective Lenders after the initial distribution of the Information Materials, including drafts and final versions of definitive documents with respect to the Bridge Facility shall, in each case, constitute Public Information; provided that all other information that is not specifically identified as “PUBLIC” (including any Projections (as defined herein)) shall be treated as being suitable only for posting to private Lenders. In connection with our distribution to prospective Lenders of any Confidential Information Memorandum and, upon our request, any other Information Materials, you will execute and deliver to us a customary authorization letter authorizing such distribution and, in the case of any Public Version thereof or other Public Information, representing that it only contains Non-MNPI. Each Confidential Information Memorandum will be accompanied by a disclaimer exculpating you and us with respect to any Additional Lenders may include sensitive competitive information, use thereof and of any related Information Materials by the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect theretorecipients thereof. Notwithstanding anything to the contrary contained hereinin this Commitment Letter or any other agreement or undertaking concerning the Bridge Facility, in the event of a but without limiting your obligations to assist with syndication (i) no Lender shall be permitted pursuant to syndicate more than 49% this Xxxxxxx 0, xxxx of the Commitmentsforegoing obligations under the provisions of this Section 3 nor the commencement, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent conduct or completion of the Borrowers and (ii) any syndication shall be offered contemplated by this Section 3 is a condition to the commitments, the obligations of the Initial Lenders pro rata (to hereunder or the extent desired by any Lenders) based on their respective Loan Percentagesfunding of the Bridge Facility.

Syndication. The Borrowers agree that Subject to Section 9 of this Commitment Letter, we reserve the Administrative Agent has right, prior to and/or after the right execution of definitive documentation for the Facilities (which will be drafted by your counsel), to syndicate all or a portion of the Commitments and Initial Lenders’ commitments with respect to the Term Loans at any time or from time to time Facilities to a group of banks, financial institutions and other institutional lenders (together with the "Initial Lenders and the Additional Initial Lenders", the “Lenders”) identified by the Administrative Agent us in consultation with you and subject to your consent (such consent not to be unreasonably withheld or delayed). Notwithstanding anything to the Borrowerscontrary contained herein, if any resales or assignments of the Administrative Agent Facilities by any Lender (including the Initial Lenders) on or following the date of the initial borrowings under the Facilities shall be governed by the provisions of the Facilities as set forth in the Term Sheet. Each Lender further agrees not to syndicate any of the commitments with respect to the Facilities to certain financial institutions and other entities that have been specified by you in writing to the Lead Arrangers on or prior to the date hereof or competitors of Redwood and its affiliates determine subsidiaries each specified by you in writing to syndicate the Commitments Lead Arrangers on or prior to the date hereof (it being understood that additional bona fide competitors of Redwood and its subsidiaries may be designated in writing by you following the Term Loansearlier to occur of a Successful Syndication (as defined in the Fee Letter) and 60 days after the date of the consummation of the Acquired Business Merger (the “Closing Date”)) (collectively, the “Disqualified Lenders”); provided that, for the avoidance of doubt, any such additional designation shall not apply retroactively to any prior assignment to any Lender permitted hereunder at the time of such assignment). The Borrowers We intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree to actively assist the Administrative Agent and its affiliates us in completing a syndication that is reasonably satisfactory to us and you until the Administrative Agent earlier to occur of a Successful Syndication and 60 days after the BorrowersClosing Date. During such period, including such assistance shall include (a) your using commercially reasonable efforts to ensure that the any syndication efforts benefit materially from the Borrower's Sponsor’s and your existing lending and equity relationshipsinvestment banking relationships and, to the extent practical and appropriate, the existing lending and investment banking relationships of the Target, (b) direct contact between appropriate members of senior management, certain representatives and certain non-legal advisors of you (and, subject always to the Borrowers extent expressly provided in the Merger Agreement, your using commercially reasonable efforts to cause direct contact between appropriate members of senior management, certain representatives and any Additional certain non-legal advisors of the Target) and the proposed Lenders, in all such cases at times mutually agreed upon, (c) furnishingassistance by you and the Sponsor (and, orsubject always to the extent expressly provided in the Merger Agreement, as your using commercially reasonable efforts to cause the Administrative Agent may request, assisting assistance by the Target) in the preparation of, information, projections of a customary confidential information memorandum (“Confidential Information Memorandum”) for the Facilities and other customary marketing materials to be used in connection with the syndication of the Facilities, (d) your using commercially reasonable efforts to obtain (which use of commercially reasonable efforts shall not require you to change the proposed terms of the Facilities), upon our request, prior to commencement of general syndication of the Facilities, (i) public ratings for the Facilities and (dii) a public corporate credit rating and public corporate family rating in respect of the Borrower, in each case, from each of Standard & Poor’s Ratings Services (“S&P”) and Xxxxx’x Investors Service, Inc. (“Moody’s”), respectively, and (e) the hosting, with the Administrative Agent and its affiliatesArrangers, of one or more up to three meetings of prospective Lenders at times and locations mutually agreed upon. Without limiting your obligations to assist with syndication efforts as set forth above, neither the receipt of such ratings nor the commencement, conduct or completion of such syndication is a condition to the commitments or the funding of the Facilities on the Closing Date. You agree, at the request of the Arrangers, to assist us in the preparation of a version of the Confidential Information Memorandum and other customary marketing materials to be used in connection with the syndication of the Facilities, consisting exclusively of information that is either publicly available or not material (or, in the case of a company that is not a public reporting company, information of a type that would reasonably be expected to be publicly available if such company were a public reporting company) with respect to Redwood Holdings, the Borrower, the Target, Redwood and their subsidiaries or any Additional Lendersof their respective securities for purposes of United States Federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information”. It is understood that, in connection with your assistance described above, customary authorization letters, consistent with the terms of this Commitment Letter, will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Lenders containing a representation substantially consistent with the first sentence of Section 4 of this Commitment Letter and a representation by you to the Financial Institutions that the Public Lender Information does not include material non-public information (or, in the case of a company that is not a public reporting company, material information of a type that would not reasonably be expected to be publicly available if such company were a public reporting company) about Redwood Holdings, the Borrower, the Target, Redwood and their respective subsidiaries or their securities and exculpating us with respect to any liability related to the use of the contents of such Public Lender Information or any related marketing material by the recipients thereof. You acknowledge and agree that, subject to the confidentiality and other provisions of Section 12 of this Commitment Letter, the following documents may be distributed to potential Lenders wishing to receive only Public Lender Information (unless you or your counsel promptly notify us (including by email) otherwise and provided that you and your counsel have been given a reasonable opportunity to review such documents and comply with applicable securities law disclosure obligations): (a) term sheets and drafts that are not marked confidential and final definitive documentation with respect to the Facilities; provided that, for the avoidance of doubt, no such term sheets may be distributed to any potential Lenders unless approved by us (such approval not to be unreasonably withheld or delayed); (b) administrative materials prepared by the Arrangers for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); and (c) notification of changes in the previously disclosed terms of the Facilities. You also agree to use commercially reasonable efforts to identify that portion of any other Information (as defined below) or Projections (as defined below) (collectively, the “Borrower Materials”) to be distributed to “public side” lenders (i.e., lenders that do not wish to receive material non-public information (or, in the case of a company that is not a public reporting company, material information of a type that would not reasonably be expected to be publicly available if such company were a public reporting company) with respect to Redwood Holdings, the Borrower, the Target, Redwood and their subsidiaries or any of their respective securities), including by clearly and conspicuously marking such materials “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Borrower Materials “PUBLIC”, you shall be deemed to have authorized the Arrangers and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information (or, in the case of a company that is not a public reporting company, material information of a type that would not reasonably be expected to be publicly available if such company were a public reporting company) with respect to Redwood Holdings, the Borrower, the Target, Redwood and their subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws (it being understood that you shall not be under any obligation to xxxx the Borrower Materials “PUBLIC”). You hereby acknowledge and agree that any Borrower Materials that are not marked “PUBLIC” shall be treated as Private Lender Information by the Arrangers. The Administrative Agent and its affiliates would Lead Arrangers will manage all aspects of the syndication, any syndication in consultation with the Borrowersyou, including (in each case subject to the provisions set forth in this Commitment Letter), decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations allocation of the commitments among the Lenders, any Additional Lenders naming rights and the amount and distribution of fees among any Additional the Lenders. The Borrowers acknowledge that To assist the information the Borrowers may be asked Arrangers in their syndication efforts, you agree promptly to furnish prepare and provide (and, subject always to the Administrative Agent extent provided in the Merger Agreement, to use commercially reasonable efforts to cause the Target to provide) to the Arrangers all customary information reasonably requested by the Lead Arrangers that is reasonably available to you with respect to Redwood Holdings, the Borrower, Redwood and its affiliates and to any Additional Lenders may include sensitive competitive information, their respective subsidiaries and the Administrative Agent Transactions (as defined in the Transaction Description), including customary financial information and its affiliates agree to take appropriate projections (such projections, the “Projections”), as the Lead Arrangers may reasonably request in connection with the structuring, arrangement and customary confidentiality precautions with respect theretosyndication of the Facilities. Notwithstanding anything herein to the contrary contained hereincontrary, the only financial statements that shall be required to be provided to the Arrangers as a condition precedent to closing shall be those required to be delivered pursuant to Exhibit C hereof. You hereby agree that, prior to the earlier of a Successful Syndication and 60 days after the Closing Date, there shall be no competing issues, offerings or placements of debt securities or commercial bank or other credit facilities by or on behalf of you or the Borrower or your or the Borrower’s subsidiaries, and you will use commercially reasonable efforts to ensure that there are no competing issues, offerings or placements of debt securities or commercial bank or other credit facilities by or on behalf of the Target or Redwood, being offered, placed or arranged (other than the Facilities, debt incurred pursuant to the Other Company Business Debt Commitment Letter (as defined in the event Merger Agreement) or any indebtedness of a syndication (i) no Lender shall be the Target and its subsidiaries permitted to syndicate more than 49% be incurred or outstanding pursuant to the Merger Agreement and other indebtedness incurred in the ordinary course of business of the CommitmentsTarget and its subsidiaries for capital expenditures and working capital purposes), Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any Lead Arrangers, if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndication shall be offered to of the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan PercentagesFacilities.

Syndication. The Borrowers parties hereto hereby acknowledge and agree that a Noteholder (an “Original Noteholder”) may (i) reallocate or syndicate all or any portion of the Administrative Agent has the right principal balance evidenced by a Note held by such Original Noteholder and interest attributable to syndicate the Commitments such Note and/or (ii) amend and the Term Loans at restate, replace or split any time Note held by such Original Noteholder into one or from time to time to a group of financial institutions more additional or replacement notes and/or (the "Additional Lenders"iii) identified by the Administrative Agent in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using use commercially reasonable efforts to ensure that sell Term Notes, and in each case reduce the syndication efforts benefit materially from Commitment of such Original Noteholder, with the Borrower's lending and equity relationshipsconsent of the Administrator (such consent not to be unreasonably withheld, (b) direct contact between delayed or qualified); provided, that, notwithstanding the Borrowers and any Additional Lendersforegoing, (c) furnishingto the extent such Original Noteholder reallocates or syndicates, oramends, as restates, replaces or splits the Administrative Agent may requestNotes or sells related Term Notes pursuant to this Section 18 without the consent of the Administrator, assisting reference in the preparation Base Indenture or any other Transaction Document to funding obligations, voting power, consent rights or other rights of any such Class of Notes resulting from this Section 18 shall mean such designated percentage of voting power solely of the Original Noteholder. The parties hereto shall cooperate with the Original Noteholder to consummate any reallocation, syndication, amendment and restatement, replacement or split or sale of Term Notes, including, without limitation, executing such amendments, modifications and supplements to this Indenture Supplement and the related Note as reasonably required by the Original Noteholder. The Original Noteholder shall reimburse the other parties hereto for all reasonable out-of, information, projections -pocket costs and marketing materials to be used expenses incurred by such parties in connection with the such reallocation or syndication and (d) the hosting, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentagesunder this Section 18.”

Syndication. The Borrowers We reserve the right, following the date hereof (the “Syndication Start Date”), to syndicate all or a portion of the Initial Lenders’ respective commitments hereunder to a group of banks, financial institutions and other institutional lenders and investors (together with the Initial Lenders, the “Lenders”) identified by us in consultation with you and reasonably acceptable to us and you (such acceptance not to be unreasonably withheld or delayed) (it being understood and agreed that nothing in this Section 3 shall prevent or limit assignments or participations of the Facilities after the Closing Date in accordance with, and as permitted by, the provisions contained in Exhibit B); provided that (a) we agree not to syndicate, participate or otherwise assign our commitments to (i) certain banks, financial institutions and other persons that have been specified to us by you in writing at any time on or prior to the Administrative Agent has date hereof (and known or reasonably identifiable (on the basis of name) affiliates of such identified entities), (ii) competitors of the Borrower and its subsidiaries (including Amber and its subsidiaries) (which, for the avoidance of doubt, shall not include any bona fide debt investment fund) identified in writing from time to time (and known or reasonably identifiable (on the basis of name) affiliates thereof) (provided, however, that for the avoidance of doubt, any such designation shall not apply retroactively to any prior assignment or participation to any Lender permitted hereunder at the time of such assignment or such participation, as the case may be) or (iii) Excluded Affiliates (all such banks, financial institutions, other persons, competitors and Excluded Affiliates, collectively, the “Disqualified Lenders”) and no Disqualified Lenders may become Lenders or otherwise participate in the Facilities and (b) notwithstanding our right to syndicate the Commitments Facilities and receive commitments with respect thereto, other than in connection with any assignment to an Additional Agent, and upon the Term Loans at any time joinder of such Additional Agent as an Initial Lender pursuant to the immediately preceding paragraph, in respect of the amount allocated to such Additional Agent, (i) we shall not be relieved, released or novated from time our obligations hereunder (including our obligation to time to a group fund the Facilities or the Interim Facilities on the date of financial institutions the consummation of the Acquisition (the "Additional Lenders"date of such consummation, the “Completion Date”) identified by or on any subsequent utilization (a “Certain Funds Utilization”) during the Administrative Agent Certain Funds Period) in consultation connection with any syndication, assignment or participation of the BorrowersFacilities (or, if to the Administrative Agent extent applicable, the Interim Facilities), including our commitments in respect thereof, until after the expiry of the Certain Funds Period or the date of refinancing any utilization under the Interim Facilities (and only to such extent), (ii) except as expressly provided in Section 2 above, no assignment or novation shall become effective with respect to all or any portion of our commitments in respect of the Facilities and/or the Interim Facilities until the expiry of the Certain Funds Period and (iii) unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its affiliates determine commitments in respect of the Facilities, the Interim Facilities and this Commitment Letter, including all rights with respect to syndicate consents, modifications, supplements, waivers and amendments, until the Commitments expiry of the Certain Funds Period. It is understood that our commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Facilities and in no event shall the Term Loanscommencement or successful completion of syndication of the Facilities constitute a condition to the availability of the Facilities or the Interim Facilities. The Borrowers During the period (the “Syndication Period”) from the Syndication Start Date until the earlier of (i) the date upon which a successful syndication (as defined in the Fee Letter) of the Facilities is achieved and (ii) the 60th calendar day following the Closing Date (such earlier date, the “Syndication Date”), you agree to actively assist the Administrative Agent and its affiliates us in completing seeking to complete a timely syndication that is reasonably satisfactory to the Administrative Agent us and the Borrowersyou. Such assistance shall include, including (a) without limitation, your using commercially reasonable efforts to (a) ensure that the any syndication efforts benefit materially from the Borrower's your existing lending and equity investment banking relationships, (b) cause direct contact between appropriate members of senior management, certain representatives and certain of your non-legal advisors, on the Borrowers one hand, and any Additional the proposed Lenders, on the other hand, in all such cases at times and locations mutually agreed upon, (c) furnishing, or, as the Administrative Agent may request, assisting assist in the preparation of, information, projections of Information Materials (as defined below) and other customary offering and marketing materials to be used in connection with the syndication and syndication, (d) procure, at your expense, prior to the hosting, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects launch of the syndicationsyndication of the Facilities, ratings (but not any specific rating or ratings) for the TLB Facility from each of Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global, Inc. (“S&P”) and Xxxxx’x Investors Service, Inc. (“Xxxxx’x”), and a public corporate credit rating (but not any specific rating) and a public corporate family rating (but not any specific rating or ratings) in consultation with respect of the Borrowers, including decisions as Borrower after giving effect to the selection Transactions from each of institutions S&P and Moody’s, respectively, (e) at our request, host at least two meetings and/or conference calls with us with prospective Lenders at a time and location to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentages.mutually agreed upon,

Syndication. The Borrowers agree that Following the Administrative Agent has Closing Date, the right to syndicate the Commitments and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using Company shall use commercially reasonable efforts to ensure that assist the syndication efforts benefit materially from Co-Administrative Agents, Barclays and the Borrower's lending and equity relationships, (b) direct contact between the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting in the preparation of, information, projections and marketing materials to be used Commitment Parties in connection with the primary syndication process (the “Syndication) for the assignment of a proportionate share of the Term Loans, Notes and (d) the hosting, Commitments in accordance with the Administrative Agent Restructuring Support Agreement and its affiliatesthe DIP Commitment Letter. If the Company Allocated Portion is not allocated by the date set forth for the allocation thereof in the DIP Commitment Letter, any Loans made by the DIP Fronting Creditor on account of one or more meetings the Company Allocated Portion, shall, at the request of any Additional LendersDIP Creditor who is required and permitted to fund its commitment under the DIP Commitment Letter in the form of Notes, be replaced by Notes to be issued by the Company to such DIP Creditor, which shall for all purposes hereunder be “Initial Notes” and the proceeds of which shall be used to repay the Loans made by the DIP Fronting Creditor on account of such commitments. The Administrative Agent and its affiliates would manage all aspects In connection with the Syndication of the syndicationCompany Allocated Portion, in consultation with any Loans made by the BorrowersDIP Fronting Creditor on account of the Company Allocated Portion, including decisions as shall, at the request of any DIP Creditor who is required and permitted to fund its commitment acquired pursuant to the selection Syndication in the form of institutions Notes, any Loans so acquired may be replaced by Notes to be approached and when they will be approached, when their commitments will be acceptedissued by the Company to such DIP Creditor, which institutions will participate, the allocations of the commitments among any Additional Lenders shall for all purposes hereunder be “Initial Notes” and the amount and distribution proceeds of fees among which shall be used to repay the Loans made by the DIP Fronting Creditor on account of such commitments. In connection with any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked conversion of Loans to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive informationNotes in accordance with this paragraph, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender any Notes Upfront Premium due with respect to such Notes shall be permitted paid by the Company to syndicate more than 49% of the Commitmentsapplicable DIP Creditor holding such Notes pursuant to the Syndication, (ii) the DIP Fronting Creditor shall refund to the Company any Term Loan Upfront Premium paid by the Company in connection with such converted Initial Term Loans and LC Disbursements held by it (iii) interest accrued on such Initial Term Loans shall not be due upon such conversion but shall instead be paid on the Closing regularly scheduled Interest Payment Date without for such amounts. Any unused Tranche A Loan Commitment may be converted into a Tranche A Note Commitment and any unused Tranche B Loan Commitment may be converted into a Tranche B Note Commitment in connection with the prior written Syndication. The Co-Administrative Agents shall be entitled to conclusively rely on a certificate from the Company setting forth the amounts of such conversions and names of the applicable DIP Creditors making such conversion, and no such conversion shall require the consent of any DIP Creditor; provided that, at the Borrowers request of any DIP Creditor who desires to convert its unused Tranche A Loan Commitment may be converted into a Tranche A Note Commitment and (ii) any syndication unused Tranche B Loan Commitment may be converted into a Tranche B Note Commitment in connection with the Syndication, the Company shall be offered deliver a certificate effectuating such conversion to the Lenders pro rata (Co-Administrative Agents. Following receipt of any such certificate, the Co-Administrative Agents shall update their records to the extent desired by any Lenders) based on their respective Loan Percentagesreflect such conversion.

Syndication. The Borrowers agree that Arrangers intend and reserve the right, on and after the date of your acceptance of this Commitment Letter (the “Signing Date”), to syndicate the Facilities to the Lenders (as such term is defined in each of the Term Sheets) (collectively with the Initial Lenders, the “Lenders”). Notwithstanding the foregoing, the Arrangers will not syndicate to (i) those lenders separately identified in writing by you to us prior to the date hereof or (ii) to your competitors (which shall not include bona fide debt funds), separately identified in writing by you to us prior to the date hereof or to the applicable Administrative Agent has from time to time after the Closing Date (such Lenders, “Disqualified Lenders”). Notwithstanding the Arrangers’ right to syndicate the Commitments Facilities and receive commitments with respect thereto (but other than in connection with any assignment to any Additional Commitment Party pursuant to Section 1 above or unless otherwise agreed in writing by you), (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Term Loans at any time or from time to time to a group Facilities on the date of financial institutions effectiveness of, and initial funding under, the Facilities (the "Additional Lenders"date of such effectiveness and funding, the “Closing Date”)) identified in connection with any syndication, assignment or participation of the Facilities, including its commitments in respect thereof, until after the initial funding of the Facilities on the Closing Date has occurred, (ii) no assignment or novation by any Initial Lender shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Administrative Agent Facilities until after the initial funding of the Facilities on the Closing Date has occurred and (iii) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred. The Arrangers will lead the syndication, including determining, in consultation with you, the Borrowerstiming of all offers to potential Lenders, if the Administrative Agent and its affiliates determine any title of agent or similar designations or roles awarded to syndicate the Commitments any Lender and the Term Loansacceptance of commitments, the amounts offered and the compensation provided to each Lender from February 4, 2015 the amounts to be paid to the Arrangers pursuant to the terms of this Commitment Letter and the Fee Letter, in each case subject to your consent rights with respect to Disqualified Lenders specified above and rights of appointment of any Additional Commitment Party. The Borrowers agree Arrangers will determine the final commitment allocations and will notify the Company of such determinations. The Company agrees to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using use commercially reasonable efforts to ensure that the Arrangers’ syndication efforts benefit materially from the Borrower's existing lending and equity relationshipsinvestment banking relationships of the Company, the Target and their respective subsidiaries. To facilitate an orderly and successful syndication of the Facilities, you agree that, until the earlier to occur of (a) a Successful Syndication (as defined in the Fee Letter) and (b) direct contact between the Borrowers Closing Date, the Company will not, and will use commercially reasonable efforts to ensure that the Target will not, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, any Additional debt facility or any debt security of the Company or the Target or any of their respective subsidiaries (other than the Facilities, any indebtedness of the Target permitted to be incurred by the Target (including its subsidiaries) pursuant to the Acquisition Agreement, and other indebtedness incurred in the ordinary course of business of the Company and its subsidiaries or the Target and its subsidiaries for capital expenditures and working capital purposes), without the prior written consent of the Arrangers, if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndication of the Facilities. Without limiting your obligations to assist with the syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Facilities and in no event shall the successful completion of syndication of the Facilities constitute a condition to the availability of the Credit Facilities on the Closing Date. The Company agrees to, and agrees to use commercially reasonable efforts to have the Target, cooperate with the Arrangers, and provide customary information reasonably required by the Arrangers, in connection with all syndication efforts of the Arrangers until the earlier to occur of (ca) furnishinga Successful Syndication and (b) 60 days following the Closing Date, orincluding: (i) your assistance in preparing, as soon as practicable after the Administrative Agent may requestdate of this Commitment Letter, assisting a customary information memorandum and other customary presentation materials (collectively, “Facilities Marketing Materials”) in the preparation of, information, projections and marketing materials each case to be used in connection with the syndication of the Facilities; (ii) using commercially reasonable efforts to obtain, prior to the launch of syndication, a public corporate family rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) and a public corporate credit rating from Standard & Poor’s Ratings Service (d“S&P”), in each case with respect to the Company, and ratings for the Term Facility from each of S&P and Moody’s; (iii) arranging for direct contact between appropriate senior management, representatives and advisors of the hostingCompany (and using commercially reasonable efforts to cause direct contact between appropriate senior management, representatives and advisors of the Target) with prospective Lenders in all such cases at times mutually agreed upon; (iv) hosting (including any preparations with respect thereto) with the Administrative Agent Arrangers at places and its affiliates, of times reasonably requested by the Arrangers and mutually agreed upon one or more meetings of any Additional with prospective Lenders. The ; and (v) ensuring that (and with respect to the Target, using commercially reasonable efforts to ensure that) the ABL Facility Administrative Agent shall have sufficient access to the Company and its affiliates would manage all aspects subsidiaries and the Target and its subsidiaries, such that the field exam and inventory appraisal referred to in paragraph 11 of Exhibit D can be completed at least 15 business days prior to the launch of retail syndication of the syndication, ABL Facility. We agree (i) to use our commercially reasonable efforts to hire third party appraisers within 5 business days of the Signing Date and ensure the timely completion of such field exam and inventory appraisal and (ii) that the only financial statements that shall be required to be provided to the Commitment Parties in consultation connection with the Borrowers, including decisions as to syndication of the selection of institutions Facilities shall be those required to be approached delivered pursuant to paragraphs 2 and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations 3 of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Exhibit D. Notwithstanding anything to the contrary contained hereinin this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including the obtaining of the ratings referred to above and the compliance with any of the provisions set forth in this paragraph), February 4, 2015 shall not constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date. Subject to your consent, not to be unreasonably withheld or delayed, and compliance with applicable laws, each Arranger has the right, after the Closing Date, to place advertisements in financial and other newspapers and journals at its own expense describing its services to you. You will be solely responsible for the contents of the Facilities Marketing Materials and all other information, documentation or other materials delivered to us by you or your affiliates in connection therewith and you acknowledge that we will be using and relying upon such information without independent verification thereof. You understand that certain prospective Lenders (such Lenders, “Public Lenders”) may have personnel that do not wish to receive MNPI (as defined below). At the Arrangers’ request, you agree to assist in the event preparation of a an additional version of the Facilities Marketing Materials that does not contain material non-public information (as reasonably determined by you) concerning you, the Target or your or its respective subsidiaries or your or its respective affiliates or any of your or its respective securities for purposes of foreign, United States federal and state securities laws (collectively, “MNPI”). You will clearly designate as “PUBLIC” any information that does not contain MNPI (the “Public Information Materials”) provided to the Commitment Parties by you or by your representatives on your behalf which is suitable to make available to Public Lenders. Before distribution of any Facilities Marketing Materials in connection with the syndication of the Facilities (i) no Lender shall be permitted to syndicate more than 49% prospective Lenders that are not Public Lenders, you will provide us with a customary letter authorizing the dissemination of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers such materials and (ii) any to prospective Public Lenders, you will provide us with a customary letter authorizing the dissemination of Public Information Materials to Public Lenders and confirming the absence of MNPI therein. You acknowledge and agree that the following documents may be distributed to Public Lenders (unless you or your counsel promptly notify us (including by email) otherwise and provided that you and your counsel have been given a reasonable opportunity to review such documents and comply with applicable securities law disclosure obligations): (a) drafts and final versions of the Loan Documents; (b) administrative materials prepared by the Arrangers for prospective Lenders (including without limitation a lender meeting invitation, allocations and funding and closing memoranda); and (c) term sheets and notification of changes in the terms and conditions of the Facilities. You agree that unless specifically labeled “PUBLIC,” no information, documentation or other data disseminated to prospective Lenders in connection with the syndication shall of the Facilities, whether through an Internet site (including without limitation an IntraLinks or SyndTrak workspace), electronically, in presentations, at meetings or otherwise will be offered distributed to the Lenders pro rata (to the extent desired by any Public Lenders) based on their respective Loan Percentages.

Syndication. The Borrowers agree that the Administrative Agent has the right Borrower agrees actively to syndicate the Commitments and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates Agents in completing a timely syndication that is reasonably satisfactory to the Administrative Agent Agents and the BorrowersBorrower. Such assistance shall include, including without limitation, (a) using commercially reasonable efforts to ensure that the any syndication efforts benefit materially from the Borrower's ’ existing lending and equity investment banking relationships, (b) direct contact between senior management, representatives and advisors of the Borrowers Borrower and any Additional Lendersthe proposed Lenders at times mutually agreed upon, (c) furnishing, or, as the Administrative Agent may request, assisting Borrower’ assistance in the preparation of, information, projections and of marketing materials to be used in connection with the syndication syndication, and (d) the hosting, with the Administrative Agent and its affiliatesAgents, of one or more meetings of prospective Lenders at times mutually agreed upon. To assist the Agents in their syndication efforts, the Borrower agree promptly to prepare and provide to the Agents all customary information with respect to the Borrower and their respective Subsidiaries, and the other transactions contemplated hereby, including all financial information and projections (including financial estimates, forecasts and other forward-looking information, the “Syndication Projections”, which Syndication Projections shall not be posted to Public Lenders), as the Agents may reasonably request (including quarterly financial statements in connection with customary general syndication). The Borrower acknowledge that (a) the Agents will make available information about the Borrower and their Subsidiaries, and the Syndication Projections, to the proposed -126- syndicate of Lenders and (b) certain of the Lenders may be “public side” Lenders (i.e. Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). If reasonably requested by the Agents, the Borrower will assist the Agents in preparing and updating an additional version of any Additional confidential information memorandum to be used by Public Lenders. The Administrative Agent It is understood that in connection with the Borrower’ assistance described above, authorization letters will be included in any confidential information memorandum that authorize the distribution of any confidential information memorandum to prospective Lenders, containing a representation to the Agents that the public-side version does not include material non-public information about the Borrower, and its affiliates would manage all aspects exculpating the Borrower, the Investors (as defined therein), and the Agents with respect to any liability related to the use of the syndication, in consultation with contents of any confidential information memorandum or any related marketing material by the Borrowers, including decisions as recipients thereof. The Borrower agrees to use commercially reasonable efforts to identify that portion of the information that may be distributed to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Public Lenders and the amount and distribution of fees among any Additional Lendersas “PUBLIC”. The Borrowers Borrower acknowledge that the information the Borrowers following documents may be asked distributed to furnish Public Lenders (unless the Borrower promptly notify the Agents that any such document contains material non-public information with respect to the Administrative Agent and Borrower or its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication securities): (i) no Lender shall be permitted drafts and final definitive documentation with respect to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and Credit Facilities; (ii) any syndication shall be offered to administrative materials prepared by the Agents for prospective Lenders pro rata (to such as a lender meeting invitation, allocations and funding and closing memoranda); and (iii) notification of changes in the extent desired by any Lenders) based on their respective Loan Percentagesterms of the Credit Facilities.

Syndication. (a) The Borrowers agree Borrower agrees that they shall, subject to the disclosure limitations in the Takeovers Code with respect to the Transactions, take all actions that the Administrative Agent has Arrangers may reasonably request to assist them in timely forming a syndicate acceptable to the right to syndicate the Commitments Arrangers and the Term Loans Lenders participating in this Agreement. The Borrower’s assistance in forming such syndicate with respect to this Agreement shall include but not be limited to: (i) making available senior management, representatives and non-legal advisors of the Borrower at reasonable times and upon reasonable notice; (ii) providing copies of any time due diligence reports or from time to time to a group of financial institutions (the "Additional Lenders") identified memoranda prepared by the Administrative Agent legal, accounting, tax or other advisors in consultation connection with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory Acquisition (subject to the Administrative Agent delivery of customary non-disclosure and non-reliance agreements reasonably acceptable to the BorrowersArrangers) and any other customary and reasonably available information the Arrangers may reasonably request in connection with a customary due diligence review; (iii) participation, including with the Arrangers, in one or more informational meetings with potential Lenders (aand furthermore to the extent necessary, conference calls and “one-on-one” meetings with potential Lenders) at such times and places as the Arrangers may reasonably request; (iv) using commercially reasonable efforts to ensure that the syndication efforts benefit materially effort benefits from the Borrower's ’s prior and existing lending and equity other banking relationships, ; (bv) direct contact between the Borrowers assisting (including using commercially reasonable efforts to cause your affiliates and any Additional Lenders, (cnon-legal advisors to assist) furnishing, or, as the Administrative Agent may request, assisting in the preparation ofand delivery, informationas soon as practicable after the date hereof, projections but in no event later than 45 days prior to the initial funding hereunder, of Confidential Information Memorandum and other customary marketing materials to be used in connection with the syndication syndication]; and (dvi) using your commercially reasonable efforts to obtain, at your expense, monitored public corporate credit/family ratings of UK Holdco, Borrower and ratings of the hostingFacilities by Xxxxx’x Investor’s Services, with Inc. (“Xxxxx’x”) and Standard & Poor’s Ratings Services (“S&P”) as soon as practicable after the Administrative Agent date hereof, including participation in rating agency presentations. For the avoidance of doubt, from and after the Initial Funding Date, your assistance will include the assistance as provided in the prior sentence of Target and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (senior management to the extent desired by any Lenders) based on their respective Loan Percentagessuch assistance is provided under and pursuant to the terms of the Scheme Acquisition Agreement.

Syndication. The Borrowers agree that (a) Wexxx Xargo Securities intends and reserves the Administrative Agent has right, both prior to and after the right Closing Date, to secure commitments for the Senior Credit Facilities from a syndicate of banks, financial institutions and other investors (such banks, financial institutions and other investors committing to the Commitments Senior Credit Facilities, including Wexxx Xargo Bank, the "Lenders") upon the terms and subject to the Term Loans conditions set forth in this Commitment Letter. Wexxx Xargo Securities may commence syndication efforts at any time following the execution of this Commitment Letter and the public announcement by you of the Acquisition as mutually agreed between you and us. Until the earlier of (i) the Closing Date so long as a Successful Syndication (as defined in the Fee Letter (as defined below)) is achieved and (ii) the date that is 60 days following the Closing Date (such earlier date, the "Syndication Date"), you agree that you will assist, and will cause your representatives and non-legal advisors to assist, and (subject to your rights in the Acquisition Agreement) will use commercially reasonable efforts to cause appropriate members of senior management of the Acquired Company to assist (to the extent not in contravention of the Acquisition Agreement), us in seeking to complete a timely syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you. Such assistance will include, without limitation, (i) providing promptly to Wexxx Xargo Securities upon request all information reasonably deemed necessary by Wexxx Xargo Securities in their evaluation of the Transactions and to complete the syndication of the Senior Credit Facilities, (ii) making senior management of the Borrower, and (subject to your rights in the Acquisition Agreement) using commercially reasonable efforts to make appropriate members of senior management of the Acquired Company, available on reasonable prior notice and at reasonable times and places, in each case, to be mutually agreed upon, (iii) hosting, with Wexxx Xargo Securities, not more than three (3) meetings and/or calls in connection with the initial syndication of the Senior Credit Facilities with potential Lenders at mutually agreed times and locations, (iv) assisting, (subject to your rights in the Acquisition Agreement) causing your advisors to assist and using commercially reasonable efforts to cause the Acquired Company to assist, Wexxx Xargo Securities in the preparation of one or from time more customary confidential information memorandum or other marketing materials to time to a group of financial institutions be used in connection with the Senior Credit Facilities (the "Additional LendersMarketing Documents") identified by the Administrative Agent in consultation with the Borrowers), if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (av) using commercially reasonable efforts to ensure that the syndication efforts of Wexxx Xargo Securities benefit materially from your existing lending relationships and (vi) providing as soon as reasonably practicable after the Borrowerdate of this Commitment Letter and prior to the commencement of general syndication of the Senior Credit Facilities (A) customary pro forma consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions and (B) customary forecasts of consolidated financial statements of the Borrower and its subsidiaries after giving effect to the Transactions for each year commencing with the first fiscal year following the Closing Date for the term of the Senior Credit Facilities (it being understood that the Acquired Company's lending financial statements are prepared in accordance with IFRS and, accordingly, such pro forma financial statements and equity relationships, (b) direct contact between the Borrowers forecasts of financial statements shall contain adjustments with respect thereto made in good faith and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting in the preparation of, information, projections and marketing materials based upon assumptions believed by you to be used in connection with reasonable at the syndication time). It is understood and (d) the hosting, with the Administrative Agent and its affiliates, of one or more meetings of agreed that you will not be required to provide any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as information to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge extent that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication provision thereof would violate (i) no Lender shall be permitted to syndicate more than 49% of the Commitmentsany attorney-client privilege, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) rule, law or regulation applicable to you or (iii) any syndication shall be offered obligation of confidentiality to a third party binding on you (as long as such confidentiality obligation was not entered into in contemplation of the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan PercentagesTransactions).

Syndication. The Borrowers agree that All aspects of the Administrative Agent has the right syndication of any New Bank Facility, including, without limitation, timing, potential syndicate members to syndicate the Commitments and the Term Loans at any time or from time to time to a group of financial institutions be approached (the "Additional Lenders") which shall be identified by the Administrative Agent Arranger subject to your approval right as set forth below), titles, initial and final allocations and division of fees, shall be determined by the Arranger in consultation with you; provided that each potential syndicate member to be approached must be approved by you (such approval not to be unreasonably withheld, delayed or conditioned) (it being agreed that each person that is currently a “Lender”, or hereafter becomes a “Lender” with your consent, under the BorrowersExisting Credit Agreement is hereby approved by you). Citi reserves the right, if prior to or after the Administrative Agent execution of definitive documentation for the 364-Day Facility (but not before (i) the public announcement by you of the Acquisition and its affiliates determine (ii) the receipt of customary commitment advices from Lenders other than Citi for at least US$700,000,000 of the principal amount of the 364-Day Facility), to syndicate all or a portion of its commitment hereunder to one or more Lenders pursuant to a syndication to be managed exclusively by the Commitments and the Term LoansArranger. The Borrowers Arranger intends to commence its syndication efforts with respect to the 364-Day Facility promptly upon your execution and delivery to us of this Commitment Letter, and will commence the syndication of any other New Bank Facility as such time as shall be mutually determined by you and by the Arranger. Until the closing under the definitive documentation for any New Bank Facility (such date, the “Syndication End Date” with respect to such New Bank Facility), you agree to actively assist the Administrative Agent and its affiliates Arranger in completing a syndication of such New Bank Facility that is reasonably satisfactory to us, including, without limitation, by promptly preparing and providing the Administrative Agent Arranger with such information with respect to the Guarantor and its subsidiaries, in each case including financial information, as the BorrowersArranger may reasonably deem necessary to arrange and complete a successful syndication of any New Bank Facility. Such assistance shall include, including (a) your using your commercially reasonable efforts to ensure that the any syndication efforts benefit materially from the Borrower's your existing lending and equity investment banking relationships, (b) direct contact between senior management, representatives and advisors of you, on the Borrowers one hand, and any Additional Lendersthe proposed Lenders and rating agencies identified by the Arranger, on the other hand, at times and places reasonably requested by the Arranger and consented to by the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), (c) furnishing, or, as the Administrative Agent may request, assisting assistance by you in the prompt preparation ofof a Confidential Information Memorandum for any New Bank Facility and other marketing materials and information reasonably deemed necessary by the Arranger to complete a successful syndication of such New Bank Facility for delivery to potential syndicate members and participants, informationin each case in form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Arranger, including, without limitation, estimates, forecasts, projections and marketing materials other forward-looking financial information prepared by the Guarantor regarding the future consolidated performance of the Guarantor and its subsidiaries (including projections for the third and fourth quarters of the fiscal year 2014 and for the fiscal years 2015 and 2016 that include the Acquired Company and its subsidiaries in the form of such projections delivered to be used in connection with and approved by the syndication Arranger on or prior to the date hereof) (collectively, the “Projections”), and (d) the hosting, with the Administrative Agent and its affiliatesArranger, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects or conference calls with prospective Lenders at the request of the syndicationArranger. You further agree that prior to, in consultation with or promptly after, the Borrowersannouncement of the Acquisition you will advise each of Xxxxx’x Investors Service, Inc. (“Xxxxx’x”), Standard & Poor’s Ratings Group, a division of McGraw Hill Financial, Inc. (“S&P”), and Fitch IBCA, Inc. (“Fitch”) of the Transactions, including decisions as the nature of the contemplated financing therefor. You also agree that, until the Syndication End Date, you and your subsidiaries will not issue, sell, offer, place or arrange, or engage in any discussions with respect to any of the selection foregoing, any debt securities or commercial bank or other credit facilities of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participatethe Guarantor, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive informationBorrower or their respective subsidiaries, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication other than (i) no Lender shall be permitted the Bridge Loan Facility, (ii) any New Bank Facility, (iii) the New Notes in an aggregate principal amount of up to syndicate more than 49% $1,000,000,000, (iv) indebtedness under the existing commitments available under the Existing Credit Agreement, (v) working capital and overdraft facilities provided to the Borrower and its subsidiaries in the ordinary course of business and (vi) commercial paper financings in the Commitmentsordinary course of business, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan PercentagesArranger.

Syndication. The Borrowers agree Parent may, at or prior to the Closing, allocate a portion of its commitment to fund the cash portion of the aggregate Merger Consideration to one or more potential equity financing sources, provided that Parent will remain responsible for all of its obligations pursuant to this Agreement in accordance with the Administrative Agent has terms and conditions hereof (including, without limitation, the right to syndicate funding of the Commitments and cash portion of the Term Loans at any time or from time to time to a group aggregate Merger Consideration), regardless of financial institutions whether such obligations have been syndicated in accordance with the foregoing (the "Additional Lenders") identified by “Syndication”). In the Administrative Agent in consultation event Parent determines to proceed with the BorrowersSyndication, if the Administrative Agent and Company shall use its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using commercially reasonable efforts to ensure cooperate with Parent as necessary in connection with the arrangement of such Syndication as may be customary and reasonably requested by Parent, including by: (i) providing Parent’s potential equity financing sources in the Syndication (including investors in funds, vehicles or accounts that are managed, sponsored or advised by such potential equity financing sources) with access to information concerning the syndication business, properties and personnel of the Company and its Subsidiary as may be customary and reasonably requested by Parent, subject in each case to customary confidentiality commitments from such potential equity financing sources in the Syndication; (ii) participating in, and assisting with, marketing efforts benefit materially from the Borrower's lending and equity relationshipsrelating to such Syndication, (b) direct contact between the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, including providing information within its control that is reasonably requested by Parent for assisting in the preparation of, information, projections of customary confidential information memoranda and other customary private offering documents and marketing materials to be used materials; (iii) attending and participating in due diligence sessions and meetings with prospective investors, in each case, at such times as coordinated reasonably in advance thereof; (iv) delivery of financial information reasonably requested by Parent and customary or reasonably necessary for the completion of the Syndication, including in connection with the syndication preparation of customary confidential information memoranda and other customary private offering or information documents to be used for such Syndication (which financial information, for the avoidance of doubt, may be included in any such confidential information memoranda, private placement memoranda, prospectuses, offering memoranda and other offering or information documents used for or distributed in connection with the Syndication); and (dv) directing its independent auditors to reasonably cooperate with such Syndication consistent with their customary practice. Parent shall promptly reimburse the hosting, with the Administrative Agent Company and its affiliatesSubsidiaries for all reasonable and documented out-of-pocket costs incurred by the Company, of one its Subsidiaries or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, their respective Representatives in consultation connection with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect theretosuch cooperation. Notwithstanding anything to the contrary contained hereinin this Section 6.16 or any other provision of this Agreement, in (A) no action shall be required of the event of a syndication Company or its Subsidiaries if any such action shall (i) no Lender unreasonably disrupt or interfere with the business or ongoing operations of the Company and its Subsidiaries; or (ii) cause any representation or warranty or covenant contained in this Agreement to be breached unless such breach is waived by Parent, (B) prior to the Closing, none of the Company, the Partnership and any of the Company’s Subsidiaries shall have any responsibility for, or incur any liability to any Person under or in connection with, the transactions contemplated by the Syndication, (C) none of the Company, the Partnership or any of the Company’s Subsidiaries shall be permitted required to syndicate more than 49% of take any action (I) under, or in connection with the Commitmentstransactions contemplated by, Term Loans and LC Disbursements held by it on any agreement, certificate, document or instrument relating to the Syndication that is not contingent upon the Closing Date without (including the prior written consent entry into any agreement that is effective before the Closing Date), (II) that would reasonably be expected to cause any trustee, director, officer or employee of the Borrowers Company, the Partnership or any of the Company’s Subsidiaries to incur any personal liability relating to the Syndication, (III) that will conflict with or violate its organizational documents or any applicable Laws, or (IV) that would cause any condition to the Closing to fail to be satisfied or otherwise cause any material breach of this Agreement (unless such breach is waived by Parent), (C) the Company Board, the Partnership and any of the Company’s Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Syndication is obtained, (D) none of the Company, Partnership and any of the Company’s Subsidiaries shall be required to execute any definitive certificates, legal opinions or documents in connection with the Syndication that are effective prior to the Closing, and (iiE) none of the Company, Partnership and any syndication of the Company’s Subsidiaries shall be offered required to take any corporate actions that are effective prior to the Lenders pro rata (Closing to permit the extent desired by any Lenders) based on their respective Loan Percentagesconsummation of the Syndication.

Syndication. The Borrowers agree that MLPFS intends to commence syndication of the Administrative Agent has the right to syndicate the Commitments Senior Credit Facilities promptly upon your acceptance of this Commitment Letter and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term LoansFee Letter. The Borrowers You agree to actively assist the Administrative Agent and its affiliates MLPFS in completing achieving a syndication of the Senior Credit Facilities that is satisfactory to the Administrative Agent and the Borrowers, including MLPFS. Such assistance shall include your (a) providing and causing your advisors to provide (and using your commercially reasonable efforts to cause the Target and its advisors to provide) the Commitment Parties and the other Lenders upon request with all information reasonably deemed necessary by the Commitment Parties to complete syndication, including, but not limited to, information and evaluations prepared by you, the Target and your or its advisors, or on your or its behalf, relating to the transactions contemplated hereby (including the Projections (as hereinafter defined), the “Information”), (b) assisting in the preparation of materials to be used in connection with the syndication of the Senior Credit Facilities (collectively, the “Information Materials”), (c) using your commercially reasonable efforts to ensure that the syndication efforts of MLPFS benefit materially from your existing banking relationships and (d) otherwise reasonably assisting the Borrower's lending Commitment Parties in their syndication efforts, including by making your officers and equity relationshipsadvisors available (and your using commercially reasonable efforts to make the officers and advisors of the Target available) from time to time to attend and make presentations regarding the business and prospects of the Company and its subsidiaries, the Target and its subsidiaries and the Transactions, as appropriate, at one or more meetings of prospective Lenders. You hereby agree that, following the Effective Date and at our own expense, we may place advertisements in financial and other newspapers and periodicals, and circulate similar promotional materials, in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the name of the Company, (bii) direct contact between our and our affiliates’ titles and roles in connection with the Borrowers Senior Credit Facilities, and any Additional Lenders(iii) the amount, (c) furnishingtype and closing date of the Senior Credit Facilities. You also authorize MLPFS and its affiliates to download copies of the Company’s and its subsidiaries’ logos from its website, or, as the Administrative Agent may request, assisting use copies thereof in the preparation of, information, projections and marketing materials to be used SyndTrak or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities and (d) the hostinguse such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the Administrative Agent syndication of the Senior Credit Facilities. INTERFACE, INC. COMMITMENT LETTER It is understood and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent agreed that MLPFS will manage and its affiliates would manage control all aspects of the syndication, syndication in consultation with the Borrowersyou, including decisions as to the selection of institutions prospective Lenders and any titles offered to be approached and when they will be approachedproposed Lenders, when their commitments will be accepted, which institutions will participate, accepted and the final allocations of the commitments among any Additional Lenders the Lenders. It is understood that no Lender participating in the Senior Credit Facilities will receive compensation from you in order to obtain its commitment, except on the terms contained herein, in the Summary of Terms and in the Fee Letter. It is also understood and agreed that the amount and distribution of the fees among the Lenders will be at the sole and absolute discretion of Bank of America and MLPFS. Except as set forth in the Additional Arranger Paragraph, notwithstanding any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything other provision of this Commitment Letter to the contrary contained or any syndication, assignment or other transfer of Bank of America’s commitments in respect of the Senior Credit Facilities herein, in (a) Bank of America shall not be relieved, released or novated from its obligations hereunder (including its obligation to fund the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the CommitmentsIncremental Term Facility and, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by applicable, the Backstop Facilities on the Effective Date) as a result of such syndication, assignment or other transfer until after the funding of the Incremental Term Facility and, to the extent applicable, the initial funding of the Backstop Facilities in each case on the Effective Date, (b) no such syndication, assignment or other transfer shall become effective with respect to any Lendersportion of Bank of America’s commitments in respect of the Senior Credit Facilities until the funding of the Incremental Term Facility and, to the extent applicable, the initial funding of the Backstop Facilities in each case on the Effective Date and (c) based Bank of America shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Senior Credit Facilities herein, including all rights with respect to consents, waivers, modifications, supplements and amendments, until the Effective Date has occurred. Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that our commitments with respect to the Incremental Term Facility and, to the extent applicable, the Backstop Facilities are not conditioned upon the syndication of, or receipt of commitments in respect of, the Incremental Term Facility and, to the extent applicable, the Backstop Facilities and in no event shall the commencement or successful completion of syndication of the Incremental Term Facility and, to the extent applicable, the Backstop Facilities, nor the obligation to assist with syndication efforts as set forth herein (including, without limitation, any of your agreements in this paragraph or the following paragraph), constitute a condition to the commitment hereunder to fund the Incremental Term Facility and, to the extent applicable, the Backstop Facilities in each case on their respective Loan Percentagesthe Effective Date.

Syndication. The Borrowers Arranger intends and reserves the right, after the execution of the Bridge Loan Agreement, to syndicate all or a part of the Initial Lenders’ Commitments to one or more financial institutions and/or lenders (collectively with the Initial Lenders, the “Lenders”) in one or more stages, and you acknowledge and agree that the Administrative Agent has commencement of syndication shall occur in the right to syndicate discretion of the Commitments Arranger in consultation with you. The selection of the Lenders (a) from the date hereof until the earlier of 30 days following the date hereof and the Term Loans at any time or from time to time to a group date of financial institutions the completion of Successful Syndication (as defined below) (the "Additional Lenders") identified “Initial Syndication Period”), shall be made jointly by the Administrative Agent Arranger and the Borrower in accordance with the syndication plan (the “Syndication Plan”) for the Bridge Facility agreed to by the Borrower and the Arranger prior to the date hereof (provided, that such Syndication Plan shall include the pre-approval of any “Lender” under and as defined in the Existing Credit Agreement), (b) following the Initial Syndication Period, if and for so long as a Successful Syndication (as defined below) has not been achieved, shall be made by the Arranger in consultation with the BorrowersBorrower and (c) following the achievement of a Successful Syndication, if any further assignments of Commitments shall be in accordance with Section 10.6 of the Administrative Agent and its affiliates determine to Bridge Loan Agreement. The Arranger will not syndicate the Commitments to any institution identified as a “Disqualified Lender” in the Syndication Plan. The Arranger will lead the syndication, including determining the timing of all offers to potential Lenders, any title of agent or similar designations or roles awarded to any Lender (subject, however, to your rights to appoint Additional Agents as provided above) and the Term Loansacceptance of commitments, the amounts offered, the final commitment allocations and the compensation provided to each Lender from the amounts to be paid to the Initial Financing Parties pursuant to the term of the Bridge Loan Agreement and this Fee and Syndication Letter; provided, that (x) during the Initial Syndication Period, all such determinations shall be made jointly by the Arranger and the Borrower in accordance with the Syndication Plan and (y) following the Initial Syndication Period, such determinations shall be made by the Arranger in consultation with the Borrower. The Borrowers agree to actively assist Commitments of the Administrative Agent Initial Lenders under the Bridge Loan Agreement shall be reduced on a pro rata basis (or allocated between them as they may otherwise determine) pound-for-pound as and its affiliates in completing a syndication satisfactory when Commitments for the Bridge Facility are received from Lenders to the Administrative Agent extent that each such Lender becomes a party to the Bridge Loan Agreement as a “Lender” thereunder, and you agree, promptly upon the Arranger’s request, to execute an Assignment and Assumption with respect to each Lender that is selected in accordance with the foregoing provisions of this Section 2; provided, further, however, that in the case of any syndication of a portion of the Commitments as set forth above other than to a Lender which either (x) is set forth in the Syndication Plan or the Borrower has otherwise approved (such approval not to be unreasonably withheld, delayed or conditioned; provided, that if the Certain Funds Period has not terminated such approval shall be at the Borrower’s sole discretion) or (y) is a commercial or investment bank whose long term senior unsecured debt is rated investment grade by Xxxxx’x (as defined below) and S&P (as defined below) upon first becoming party to the Bridge Loan Agreement, the Initial Lenders shall not be relieved, released or novated from their respective obligations under the Bridge Loan Agreement with respect to such portion of the Initial Lenders’ respective Commitments until the funding of the Advances on the Closing Date has occurred and the Borrowers, including (a) using Certain Funds Period has terminated. The Borrower agrees to use commercially reasonable efforts to ensure that the Arranger’s syndication efforts benefit materially from the Borrower's existing lending relationships of the Borrower and its subsidiaries. To facilitate an orderly and Successful Syndication, you agree that until the earliest of (x) the termination of the syndication by the Arranger, (y) the date a Successful Syndication is achieved and (z) 60 days following the Closing Date (such earliest date, the “Syndication Date”), the Borrower will not syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of any debt facility or any debt or equity relationshipssecurity of the Borrower or any of its subsidiaries that would reasonably be expected to materially impair the syndication of the Bridge Facility as reasonably determined by the Arranger, including any renewals or refinancings of any existing debt facility or debt security (other than (a) the Bridge Facility, (b) direct contact between the Borrowers and any Additional LendersPermanent Financing, (c) furnishingcommercial paper issuance, or, as the Administrative Agent may request, assisting in the preparation of, information, projections and marketing materials to be used in connection with the syndication and (d) ordinary course capital leases, letters of credit and purchase money and equipment financings, (e) intercompany debt among the hostingBorrower and/or its subsidiaries, with the Administrative Agent and its affiliates(f) any amendment, of one refinancing or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects renewal of the syndicationExisting Credit Agreement; provided, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender such amendment, refinancing or renewal shall be permitted to syndicate actively coordinated by the applicable administrative agent thereunder together with the Arranger and (ii) the aggregate commitments thereunder shall not be increased by more than 49% of the Commitments$300,000,000, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers Arranger (such consent not to be unreasonably withheld) and (g) debt of the Borrower incurred to refinance, repurchase, repay, redeem or defease the Borrower’s debt in respect of its $300,000,000 2.35% senior notes due 2019). Until the Syndication Date, the Borrower agrees to cooperate with the Arranger in connection with (i) the preparation of one or more customary information packages for the Bridge Facility regarding the business, operations, financial projections and prospects of the Borrower and the Acquired Business (collectively, the “Confidential Information Memorandum”) including, without limitation, all information relating to the transactions contemplated hereunder prepared by or on behalf of the Borrower deemed reasonably necessary by the Arranger to complete the syndication of the Bridge Facility, (ii) any syndication shall be offered using commercially reasonable efforts to obtain prior to the launch of general syndication updated ratings of the Borrower’s senior unsecured indebtedness from Xxxxx’x Investor Services, Inc. (“Moody’s”) and from Standard & Poor’s Financial Services LLC (“S&P”), in each case taking into account the Transactions, (iii) the presentation of one or more information packages for the Bridge Facility in format and content reasonably acceptable to the Arranger and the Borrower (collectively, the “Lender Presentation”) in meetings and other communications with prospective Lenders pro rata or agents in connection with the syndication of the Bridge Facility, (iv) executing one or more Assignment and Assumptions with Lenders selected in accordance with the foregoing provisions of this Section 2 and (v) arranging for direct contact between senior management and representatives, with appropriate seniority and expertise, of the Borrower with prospective Lenders and participation of such persons in meetings at reasonable times and locations mutually agreed upon. It is also understood that the Borrower will not be required to provide any information to the extent desired by that the provision thereof would violate (i) any Lendersattorney-client privilege or (ii) based on law, rule or regulation applicable to the Borrower, the Acquired Business or you and their respective affiliates or (iii) any obligation of confidentiality from a third party binding on you, the Acquired Business or your or their respective affiliates (so long as (x) such confidentiality obligation was not entered into in contemplation of the Transactions, (y) you use commercially reasonable efforts to obtain a waiver of such confidentiality obligation and/or otherwise communicate the relevant information in a way that does not breach such confidentiality obligation and (z) you provide the Arranger with notice of such confidentiality obligation, but solely if providing such notice would not violate such confidentiality obligation). The Borrower acknowledges that it is solely responsible for the contents of the Confidential Information Memorandum and the Lender Presentation (other than, in each case, any information contained therein, that has been provided for inclusion therein by the Initial Financing Parties solely to the extent such information relates to the Initial Financing Parties) and the Initial Financing Parties will be using and relying upon the contents of any such Confidential Information Memorandum and Lender Presentation and all other written information, documentation or materials, in each case, delivered by or on your behalf to the Initial Financing Parties in connection therewith (collectively, the “Information”) without independent verification thereof. The Borrower agrees that Information regarding the Bridge Facility and Information provided by the Borrower or its representatives to any Initial Financing Party in connection with the Bridge Facility (including, without limitation, draft and execution versions of the Loan PercentagesDocuments, the Confidential Information Memorandum, the Lender Presentation, publicly filed financial statements, and draft or final offering materials relating to contemporaneous or prior securities issuances by the Borrower) may be disseminated to potential Lenders and other persons through one or more secure internet sites (including an IntraLinks, SyndTrak or other electronic workspace (the “Platform”)) created for purposes of syndicating the Bridge Facility or otherwise, in accordance with the Arranger’s standard syndication practices, and you acknowledge that neither the Initial Financing Parties nor any of their respective affiliates will be responsible or liable to you or any other person or entity for damages arising from the use by others of any Information or other materials obtained on the Platform except to the extent such damages are found to have resulted from the bad faith, willful misconduct or gross negligence of or such Initial Financing Party as determined by a court of competent jurisdiction in a final and non-appealable judgment.

Syndication. The Borrowers agree Lead Arranger reserves the right, before or after the execution of the definitive documentation for the Acquisition Credit Facility (collectively, the “Financing Documentation”), to syndicate all or a portion of SunTrust Bank’s commitments to one or more other financial institutions reasonably acceptable to the Company that will become parties to the Administrative Agent has Financing Documentation (such financial institutions, together with the Existing Lenders, the “Lenders”); provided that, notwithstanding SunTrust Bank’s right to syndicate the Commitments Acquisition Credit Facility and receive commitments with respect thereto, (x) SunTrust shall not be relieved, released or novated from its obligations hereunder (including its obligation to fund the Acquisition Credit Facility on the Closing Date) in connection with any syndication, assignment or participation of the Acquisition Credit Facility, including its commitments in respect thereof, until after the Closing Date has occurred, (y) no assignment or novation shall become effective with respect to all or any portion of SunTrust Bank’s commitments in respect of the Acquisition Credit Facility until the initial funding thereof and (z) unless SunTrust and the Term Loans at any time Company otherwise agree in writing, SunTrust Bank shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Acquisition Credit Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until a Successful Syndication (as defined in the Fee Letter (as defined below)) has occurred. The Company understands that the Lead Arranger intends to commence such syndication efforts promptly and the Lead Arranger may elect to appoint one or from time more agents to time assist it in such syndication efforts. You hereby appoint SunTrust Xxxxxxxx Xxxxxxxx, Inc. to a group act, and the Lead Arranger agrees to act, as lead arranger and book manager for the Acquisition Credit Facility, subject to the terms and conditions of financial institutions (this Commitment Letter. The Lead Arranger will manage all aspects of the "Additional Lenders") identified by syndication of the Administrative Agent Acquisition Credit Facility in consultation with the BorrowersCompany, including the timing of all offers to potential Lenders, the determination of all amounts offered to potential Lenders, the selection of Lenders (subject to the approval of the Company, such approval not to be unreasonably withheld), the allocation of commitments among the Lenders, and the determination of compensation and titles (such as co-agent, managing agent, etc.), if any, to be given such Lenders. It is agreed that no other agents, co-agents or arrangers will be appointed, or other titles conferred, except as mutually agreed to by the Administrative Agent Company and by the Lead Arranger, and that no Lender will receive any compensation for its affiliates determine to syndicate commitment to, or participation in, the Commitments and Acquisition Credit Facility or the Amendment except as expressly set forth in the Term LoansSheet or the Fee Letter or as otherwise mutually agreed to by the Company and by the Lead Arranger. The Borrowers agree Without limiting the Company’s obligations to assist with the marketing and syndication efforts as set forth herein, it is understood that SunTrust Bank’s commitments hereunder are not conditioned upon the syndication of, or receipt of commitments from other Lenders in respect of, the Acquisition Credit Facility and in no event shall the commencement or successful completion of syndication of the Acquisition Credit Facility constitute a condition to the availability of the Acquisition Credit Facility on the Closing Date. Arc Terminals Holdings LLC February 19, 2015 Until the later of (i) the Closing Date and (ii) the earlier of (A) the date upon which a Successful Syndication is achieved and (B) 90 days after the Closing Date, the Company agrees to actively assist the Administrative Agent Lead Arranger in attempting to complete a timely syndication of the Acquisition Credit Facility and shall take all action as the Lead Arranger may reasonably request related thereto. The Company’s assistance shall include (i) making available senior management, representatives and advisors of the Company, Arc Logistics Partners LLP (the “MLP”), Arc Logistics GP LLC (together with the MLP, the “MLP Affiliates”) and their respective subsidiaries (and shall request the Seller to make available its affiliates senior management, representatives and advisors involved in completing a the Transactions or otherwise substantively involved in the development of the Acquired Business) to participate in meetings with potential Lenders and to provide information to potential Lenders at such times and places as are mutually agreed upon; (ii) ensuring that the syndication satisfactory to effort benefits from the Administrative Agent existing lending relationships of the Company, the MLP Affiliates and the Borrowerstheir respective subsidiaries, including (a) and using commercially reasonable efforts to ensure that the syndication efforts benefit materially effort benefits from the Borrower's existing lending and equity relationships, if any, of the Acquired Business; (biii) direct contact between the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting in the preparation of, information, projections and of customary marketing materials (which may include an information memorandum, if requested by the Lead Arranger) to be used in connection with the syndication and (d) the hosting, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as form and substance reasonably acceptable to the selection Lead Arranger and the Company, at least 20 days prior to the closing of institutions the Acquisition Credit Facility; (iv) preparing and providing to be approached the Lead Arranger (and when they will be approachedrequesting the Seller, when their commitments will be acceptedwith respect to the Acquired Business, which institutions will participateto prepare and provide to the Lead Arranger) all information with respect to the Company, the allocations Acquired Business, their respective subsidiaries and the Transactions, including, without limitation, all financial information and projections (the “Projections”), reasonably requested by the Lead Arranger that is usual and customary in financings of this type; and (v) furnishing to us an electronic version of the commitments among Company’s trademarks, service marks and corporate logo for use in marketing materials for the purpose of facilitating the syndication of the Acquisition Credit Facility; provided that such license shall be used solely for the purpose described above, is granted without any Additional Lenders fee and may not be assigned or transferred. For the amount and distribution avoidance of fees among doubt, the Company will not be required to provide any Additional Lenders. The Borrowers acknowledge information to the extent that the information provision thereof would violate any law, rule or regulation, or any obligation of confidentiality binding upon the Borrowers may be asked to furnish to Company, the Administrative Agent and its affiliates and to Acquired Business or any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect theretoof their respective affiliates. Notwithstanding anything herein to the contrary contained hereincontrary, the only financial statements that shall be required to be provided to SunTrust with respect to the Acquired Business in connection with the syndication of the Acquisition Credit Facility shall be such financial statements, if any, made available to the Company pursuant to the Purchase Agreement. To ensure an orderly and effective syndication of the Acquisition Credit Facility, the Company agrees that, until the earlier of (A) the date upon which a Successful Syndication is achieved and (B) 90 days after the Closing Date, the Company and the Guarantors (as defined in the event of a syndication Existing Credit Agreement) shall not, and shall not permit their respective subsidiaries to, arrange, sell, syndicate or issue any credit facilities or debt security (iincluding any renewals thereof) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without except with the prior written consent of the Borrowers Lead Arranger (excluding any indebtedness outstanding under the Existing Credit Agreement and excluding the ongoing ordinary course short-term working capital facilities and ongoing ordinary course capital lease, purchase money and equipment financings of the Company and its subsidiaries and any other indebtedness permitted to be borrowed under the Existing Credit Agreement (ii) any syndication shall be offered to other than the Lenders pro rata Qualified Senior Notes (to the extent desired by any Lenders) based on their respective Loan Percentages.as defined therein))). Arc Terminals Holdings LLC February 19, 2015

Syndication. The Borrowers Arranger shall commence syndication of the Facilities to prospective Lenders (as such term is defined in each of Exhibit A and B) promptly upon the execution of this Commitment Letter and, in connection with its syndication of the Facilities, the Arranger will select the Lenders after consultation with you provided that we agree that the Administrative Agent has the right not to syndicate the Commitments commitment under the Facilities or any portion thereof to certain banks, financial institutions and other institutional, investors and funds that have been specified in writing to the Term Loans Commitment Party by you at any time prior to the date of delivery hereof (or, if after such date but prior to the commencement of general syndication, that are reasonably acceptable to the Commitment Party). The Arranger will lead the syndication, including determining the timing of all offers to prospective Lenders, any title of agent or similar designations or roles awarded to any Lender and the acceptance of commitments, the amounts offered and the compensation provided to each Lender from time the amounts to time be paid to a group the Arranger pursuant to the terms of financial institutions (this Commitment Letter and the "Additional Lenders") identified by the Administrative Agent Fee Letter, and will in consultation with you determine the Borrowers, if the Administrative Agent final commitment allocations and its affiliates determine to syndicate the Commitments and the Term Loansnotify you of such determinations. The Borrowers You agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using use all commercially reasonable efforts to ensure that the Arranger’s syndication efforts benefit materially from the Borrower's existing lending and equity relationshipsinvestment banking relationships of you, the Borrower, the Acquired Business and your and their respective subsidiaries. To ensure an orderly and successful syndication of the Facilities, you agree that, until the date (the “Syndication Termination Date”) which is the earliest of (a) the termination by the Arranger of syndication of the Facilities, (b) direct contact between 60 days following the Borrowers Closing Date and any Additional Lenders, (c) furnishing, or, the “successful syndication” of the Facilities (as the Administrative Agent may request, assisting defined in the preparation Fee Letter), you will not, and agree to use commercially reasonable efforts to ensure that the Acquired Business will not, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, information, projections and marketing materials to be used or engage in connection with discussions concerning the syndication and (d) or issuance of, any debt facility or any debt security of you, the hostingAcquired Business or the Borrower or any of your or their respective subsidiaries, with the Administrative Agent and its affiliates, of one including any renewal or more meetings refinancing of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of existing debt facility or debt security (including the syndication, Existing Credit Agreement) in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date each case without the prior written consent of the Borrowers and Arranger (ii) any syndication shall be offered other than the Facilities, indebtedness permitted pursuant to the Lenders pro rata (to Acquisition Agreement, and purchase money indebtedness and capitalized lease obligations incurred in the extent desired by any Lenders) based on their respective Loan Percentages.ordinary course of business). April 16, 2014

Syndication. The Borrowers agree Borrower acknowledges that the Administrative Agent has intends, and shall have the right right, by itself or through its Affiliates, to syndicate or enter into co-lending arrangements with respect to the Commitments Term Loan and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent Total Commitment. The Agent, in consultation cooperation with the BorrowersBorrower, if will manage all aspects of the Administrative syndication, including the selection of co-lenders, the determination of when the Agent and its affiliates determine to syndicate the Commitments will approach potential co-lenders and the Term Loansfinal allocations among co-lenders. The Borrowers agree Each of the Borrower and the Trust agrees to actively assist the Administrative Agent and its affiliates actively in completing achieving a timely syndication that is reasonably satisfactory to the Administrative Agent and the BorrowersAgent, including such assistance to include, among other things, (a) using commercially reasonable efforts to ensure that direct contact during the syndication efforts benefit materially from between the Borrower's lending ’s and equity relationshipsthe Trust’s senior officers, representatives and advisors, on the one hand, and prospective co-lenders, on the other hand at such times and places as the Agent may reasonably request, (b) direct contact between providing to the Borrowers Agent all financial and any Additional Lendersother information with respect to the Borrower and the Trust and the transactions contemplated hereby that the Agent may reasonably request, including but not limited to financial projections relating to the foregoing, and (c) furnishing, or, as the Administrative Agent may request, assisting assistance in the preparation of, information, projections of a confidential information memorandum and other marketing materials to be used in connection with the syndication and (d) the hosting, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent Borrower and the Trust agree to cooperate with the Agent’s and its affiliates agree Affiliate’s syndication and/or co-lending efforts, such cooperation to take appropriate and customary confidentiality precautions with respect theretoinclude, without limitation, the provision of information reasonably requested by potential syndicate members. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender The Agent shall be permitted to syndicate more than 49% of entitled with the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers Borrower (which shall not be unreasonably withheld or delayed), to change the structure or terms of the Term Loan if the Agent determines that such changes are advisable in order to ensure a successful syndication or an optimal credit structure for the Term Loan, provided the Total Commitment will not be reduced. In addition, the Borrower and the Trust agree that, prior to and during the syndication of the Total Commitment (ii) any syndication which for purposes hereof shall be offered deemed to be completed ninety (90) days after the Lenders pro rata (to Closing Date), the extent desired Borrower nor the Trust will permit any offering, placement or arrangement of any competing issues of debt securities or commercial bank facilities of the Borrower, the Trust and any of their Subsidiaries, unless approved by any Lenders) based on their respective Loan Percentagesthe Agent.

Syndication. The Borrowers agree that the Administrative Agent has the right actively to syndicate the Commitments and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates Agents in completing a timely syndication that is reasonably satisfactory to the Administrative Agent Agents and the Borrowers. Such assistance shall include, including without limitation, (a) using commercially reasonable efforts to ensure that the any syndication efforts benefit materially from the Borrower's Borrowers’ existing lending and equity investment banking relationships, (b) direct contact between senior management, representatives and advisors of the Borrowers and any Additional Lendersthe proposed Lenders at times mutually agreed upon, (c) furnishing, or, as the Administrative Agent may request, assisting Borrowers’ assistance in the preparation of, information, projections and of marketing materials to be used in connection with the syndication syndication, and (d) the hosting, with the Administrative Agent and its affiliatesAgents, of one or more meetings of prospective Lenders at times mutually agreed upon. To assist the Agents in their syndication efforts, the Borrowers agree promptly to prepare and provide to the Agents all customary information with respect to the Borrowers and their respective subsidiaries, the Transactions and 171 the other transactions contemplated hereby, including all financial information and projections (including financial estimates, forecasts and other forward-looking information, the “Syndication Projections”), as the Agents may reasonably request (including quarterly financial statements in connection with customary general syndication (it being understood that no Narrative Report shall be provided)). The Borrowers acknowledge that (a) the Agents will make available information about the Borrowers and their Subsidiaries, and the Syndication Projections, to the proposed syndicate of Lenders and (b) certain of the Lenders may be “public side” Lenders (i.e. Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). If reasonably requested by the Agents, the Borrowers will assist the Agents in preparing and updating an additional version of any Additional confidential information memorandum to be used by Public Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, It is understood that in consultation connection with the Borrowers’ assistance described above, including decisions as authorization letters will be included in any confidential information memorandum that authorize the distribution of any confidential information memorandum to prospective Lenders, containing a representation to the selection of institutions to be approached Agents that the public-side version does not include material non-public information about the Company, and when they will be approached, when their commitments will be accepted, which institutions will participateexculpating the Borrowers, the allocations Investors (as defined therein), and the Agents with respect to any liability related to the use of the commitments among contents of any Additional confidential information memorandum or any related marketing material by the recipients thereof. The Borrowers agree to use commercially reasonable efforts to identify that portion of the information that may be distributed to the Public Lenders and the amount and distribution of fees among any Additional Lendersas “PUBLIC”. The Borrowers acknowledge that the information following documents may be distributed to Public Lenders (unless the Borrowers may be asked to furnish promptly notify the Agents that any such document contains material non-public information with respect to the Administrative Agent and Company or its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication securities): (i) no Lender shall be permitted drafts and final definitive documentation with respect to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and Credit Facilities; (ii) any syndication shall be offered to administrative materials prepared by the Agents for prospective Lenders pro rata (to such as a lender meeting invitation, allocations and funding and closing memoranda); and (iii) notification of changes in the extent desired by any Lenders) based on their respective Loan Percentagesterms of the Credit Facilities.

Syndication. The Borrowers agree that the Administrative Agent has We reserve the right to syndicate all or a portion of our commitments with respect to the Commitments and the Term Loans at any time or from time to time Facilities to a group of financial institutions (the "Additional Lenders") Lenders identified by the Administrative Agent us (in consultation with you and subject to your consent rights set forth in Section 11.06 of the BorrowersCredit Agreement) pursuant to a syndication to be managed exclusively by the Lead Arrangers to Persons permitted to be Lenders pursuant to Section 11.06 of the Credit Agreement. All aspects of the syndication of the Facilities, if including, without limitation, timing, potential syndicate members to be approached, titles, allocations and division of fees, shall be determined by (and coordinated through) the Administrative Agent Lead Arrangers in consultation with you. We intend to commence our syndication efforts with respect to the Facilities promptly upon the occurrence of the Effective Date, and its affiliates determine you agree actively to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates us in completing a syndication satisfactory to until the Administrative Agent earlier of (i) [REDACTED] after the Closing Date and (ii) the Borrowers, including date on which a Successful Syndication of the Facilities occurs. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the any syndication efforts benefit materially from your and the Borrower's Target Group’s existing lending and equity investment banking relationships, (b) direct contact between senior management, representatives and advisors of you (and your using commercially reasonable efforts to cause direct contact between senior management, representatives and advisors of the Borrowers Target Group), on the one hand and any Additional Lendersthe proposed Lenders and rating agencies identified by the Lead Arrangers on the other hand, at times and places reasonably requested by the Lead Arrangers, (c) furnishing, or, as assistance by you (and your using commercially reasonable efforts to cause the Administrative Agent may request, assisting assistance by the Target Group) in the prompt preparation ofof a customary confidential information memorandum for the Facilities and other customary marketing materials and information reasonably deemed necessary by the Lead Arrangers to complete a successful syndication (collectively, informationthe “Information Materials”) for delivery to potential syndicate members and participants, including, without limitation, estimates, forecasts, projections and marketing materials to be used in connection with other forward-looking financial information regarding the syndication future performance of Parent and its subsidiaries (collectively, the “Projections”), (d) the hosting, with the Administrative Agent and its affiliatesLead Arrangers, of one or more meetings of any Additional Lenders. The Administrative Agent with prospective Lenders at reasonable dates, times and its affiliates would manage all aspects of the syndicationlocations, in consultation with the Borrowers, including decisions as (e) prior to the selection earlier of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on [REDACTED] after the Closing Date without the prior written consent of the Borrowers and (ii) the date on which a Successful Syndication of the Facilities occurs, your ensuring that there will not be any announcement, offering, placement or arrangement of competing issues of debt securities or syndicated credit facilities of, or on behalf of, you or any of your subsidiaries (other than the Facilities) if such debt securities or syndicated credit facilities would reasonably be expected to, in the judgment of the Lead Arrangers, materially impair the primary syndication of the Facilities, and (f) your using commercially reasonable efforts to obtain, prior to the launch of the syndication of the Facilities, (i) ratings for the Facilities from each of S&P and Xxxxx’x and (ii) an updated public corporate rating and public corporate family rating, as applicable, in each case, from S&P and Xxxxx’x after giving effect to the Transaction, respectively; provided that, in each case, such assistance shall be offered subject to the Lenders pro rata requirements of the City Code. You agree to use commercially reasonable efforts to meet with each of S&P and Xxxxx’x promptly and no later than September 30, 2011 using the Rating Evaluation Service in the case of S&P and Rating Assessment Service in the case of Xxxxx'x requesting an expedited preliminary rating indication (the “Preliminary Rating Indication”) for the Facilities as soon as practical thereafter (the “Preliminary Rating Indication Requirement”). You agree that each document to be disseminated by the extent desired Lead Arrangers (or any other Agent) to any Lender in connection with the Facilities will, at the request of the Lead Arrangers, be identified by you as either (i) containing information that is either (A) publicly available or (B) not material with respect to Parent or its Subsidiaries or the Target Group or any Lenders) based on of their respective Loan Percentages.securities for purposes of applicable foreign, United States Federal and state securities laws (all such information and documentation being “Public Lender Information” and with any information and documentation that is not Public Lender Information being referred to herein as “Private Lender Information”) or

Syndication. The Borrowers agree that the Administrative Agent has the right Lead Arranger intends to syndicate part of the Initial Lenders’ Commitments and and/or Loans under the Term Loans at any time Credit Agreement to one or from time to time to a group of more financial institutions and/or lenders which are Eligible Transferees (collectively, the "Additional “Lenders") identified ”), which syndication shall be managed by the Administrative Agent Lead Arranger in consultation with you and shall be subject to the Borrowersterms hereof; provided, however, that, notwithstanding anything else to the contrary contained herein, (a) until the date that is 60 days after the date hereof (the “Initial Syndication Period”), the selection of Lenders and any roles awarded and allocations by the Lead Arranger shall be in accordance with the syndication strategy agreed to between you and the Lead Arranger prior to the date hereof (the “Syndication Strategy”) or otherwise subject to your approval; provided, that such approval shall not be required with respect to the selection of any Lender that is a party to the Revolving Credit Facility, and (b) following the Initial Syndication Period, if and for so long as a Successful Syndication (as defined below) has not been achieved, the Administrative Agent selection of Lenders by the Lead Arranger shall be in consultation with you; provided, further, that Lenders selected by the Lead Arranger pursuant to clause (a) or (b) above shall be limited (unless set forth in the Syndication Strategy or otherwise consented to by you) to commercial and its affiliates determine investment banks incorporated or organized under the laws of one of the applicable jurisdictions set forth in the Syndication Strategy and whose senior, unsecured, long-term indebtedness has an “investment grade” rating by S&P and Xxxxx’x (each as defined below) upon first becoming party to syndicate the Commitments Credit Agreement pursuant to an Assignment and Acceptance. Until the Term Loans. The Borrowers date that is the earlier of (a) a Successful Syndication and (b) 60 days after the Closing Date, you agree to use your commercially reasonable efforts to actively assist the Administrative Agent and its affiliates Lead Arranger in completing a syndication reasonably satisfactory to the Administrative Agent Lead Arranger and the Borrowersyou. Such assistance shall include, including without limitation, (a) your using commercially reasonable efforts to ensure that the Lead Arranger’s syndication efforts benefit materially from the Borrower's your existing lending and equity investment banking relationships, (b) direct contact between appropriate members of your senior management and advisors, on the Borrowers one hand, and any Additional the proposed Lenders, on the other hand, at such times during normal business hours as are mutually agreed, (c) furnishing, or, as your using commercially reasonable efforts to assist the Administrative Agent may request, assisting Lead Arranger in the preparation of, information, projections of a confidential information memorandum (a “Confidential Information Memorandum”) and other customary marketing materials (other than materials the disclosure of which would violate any law, rule or regulation or any confidentiality obligation or waive attorney-client privilege; it being understood that if any such information is withheld in reliance on this parenthetical in respect of confidentiality or privilege, you shall advise the Lead Arranger of such fact and shall, following a reasonable request from the Lead Arranger, use commercially reasonable efforts to furnish the relevant information by alternative means that would not violate the relevant obligation of confidentiality or waive the relevant privilege, including by requesting consent from the applicable contractual counterparty to disclose any information) to be used in connection with the syndication by providing information and other customary materials reasonably requested in connection therewith, (d) your promptly executing one or more Assignments and Acceptances with respect to the syndicated Commitments and/or Loans with Lenders selected in accordance with the immediately preceding paragraph, and (de) the hosting, with the Administrative Agent and its affiliatesLead Arranger, of one or more meetings or conference calls with prospective Lenders, at reasonable times and locations (which may be virtual) to be mutually agreed upon, as deemed reasonably necessary by the Lead Arranger. Until the date that is the earlier of (a) a Successful Syndication and (b) 60 days after the Closing Date, you agree that, without the consent of the Lead Arranger, there shall be no competing offering, placement or arrangement of any Additional Lenderscommercial bank or other credit facilities by or on behalf of the Borrower or any of its subsidiaries (other than (i) the Bridge Facility, (ii) any term loan facility the proceeds of which shall be applied to finance the Acquisition or refinance the Bridge Facility, (iii) ordinary course letter of credit facilities, overdraft protection, short term working capital facilities, ordinary course foreign credit facilities, factoring arrangements, capital leases, issuances of commercial paper, financial leases, hedging and cash management and purchase money and equipment financings and (iv) any amendment, refinancing or renewal of the Existing Credit Agreements (provided that (x) such amendment, refinancing or renewal thereof shall be in coordination with the Lead Arranger and (y) the aggregate commitments thereunder shall not be increased by more than $500,000,000)) that would reasonably be expected to materially impair the syndication of the Bridge Facility. In addition, you agree to use commercially reasonable efforts to obtain promptly updated ratings giving effect to the Transactions from each of Xxxxx’x Investors Service, Inc. (“Moody’s”), S&P Global Ratings, a division of S&P Global Inc. (“S&P”), and Fitch Ratings Inc. (“Fitch”) with respect to the senior unsecured debt of the Borrower. The Administrative Agent and its affiliates would Lead Arranger will manage all aspects of the syndication, syndication in consultation with the Borrowersyou, including including, without limitation, decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, participate and the allocations of the commitments Commitments and/or Loans among any Additional the Lenders and the amount and distribution of fees among any Additional the Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish , subject to the Administrative Agent limitations set forth above. Notwithstanding the foregoing, the Lead Arranger and the Initial Lenders will not syndicate or otherwise assign any portion of the Commitments or Loans to any person that is not an Eligible Transferee. In acting in its capacity as Lead Arranger, the Lead Arranger will have no responsibility other than to arrange the syndication as set forth herein and shall in no event be subject to any fiduciary or other implied duties. To assist the Lead Arranger in its syndication efforts, you agree promptly to prepare and provide to us all information with respect to the Borrower and its affiliates and to any Additional Lenders may include sensitive competitive information, subsidiaries and the Administrative Agent Transactions, including, without limitation, all financial information and its affiliates projections (the “Projections”), as the Lead Arranger may reasonably request in connection with the syndication of the Bridge Facility. You agree that, subject to the confidentiality obligations contained herein and in the Credit Agreement, the Lead Arranger may make available any Information (as defined below) and Projections (collectively, the “Company Materials”) to potential Lenders by posting the Company Materials on IntraLinks, SyndTrak, DebtDomain or another similar electronic system (the “Platform”) on a confidential basis in accordance with the Lead Arranger’s standard syndication practices (including hard copy and via electronic transmissions). You further agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to assist, at the contrary contained hereinrequest of the Lead Arranger, in the event preparation of a version of a Confidential Information Memorandum and other marketing materials and presentations to be used in connection with the syndication of the Bridge Facility, consisting exclusively of information or documentation that is either (a) publicly available (or could be derived from publicly available information) or (b) not material with respect to you, the Acquired Business or your subsidiaries or any of their respective securities for purposes of United States federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information.” You further agree, at our request, to identify any document to be disseminated by the Lead Arranger to any Lender or potential Lender in connection with the syndication of the Bridge Facility as containing solely Public Lender Information by clearly and conspicuously marking the same as “PUBLIC” (it being understood that you shall not otherwise be under any obligation to xxxx any document as “PUBLIC”). You acknowledge and agree that, after having been given a reasonable opportunity to review such documents, the following documents will contain solely Public Lender Information unless you advise the Lead Arranger that such materials contain Private Lender Information: (i) no Lender shall be permitted the Credit Agreement and related definitive documentation with respect to syndicate more than 49% of the Commitments, Term Loans Bridge Facility and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and any amendments thereto; (ii) any syndication shall be offered to administrative materials prepared by the Arranger for potential Lenders pro rata (e.g. a lender meeting invitation, allocations and/or funding and closing memoranda), in each case to the extent desired approved by you prior to distribution; and (iii) notification of changes in the terms of the Bridge Facility. It is understood that a customary authorization letter (a) authorizing the distribution of the Company Materials to prospective Lenders, (b) representing that any Lenderspublic-side materials only contain Public Lender Information, (c) based on exculpating you, the Lead Arranger and your and their respective Loan Percentagessubsidiaries and affiliates from all liability related to the use or misuse of the Company Materials and (d) containing a customary representation as to the accuracy thereof consistent with the representation in Section 3 below (but without (x) any knowledge qualifications or (y) giving effect to any later-delivered supplements) will be included in the Company Materials.

Syndication. The Borrowers agree that Lead Arranger will manage and control all aspects of the Administrative Agent has syndication of the right to syndicate the Commitments and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent Senior Credit Facility in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent other Regions Entities and the Borrowers, including the timing of all offers to potential Lenders, the allocation of commitments, and the determination of compensation and titles (asuch as co-agent, managing agent, etc.) using commercially reasonable efforts given, if any, to ensure such Lenders. The Borrowers agree that no additional agents, co-agents, underwriters, or arrangers will be appointed, or other titles conferred, without the prior written consent of the Lead Arranger and that no Lender will receive any compensation for its commitment to, or participation in, the Senior Credit Facility except as expressly set forth in the Term Sheet or the Fee Letter (as defined below), or as otherwise agreed to and offered by the Lead Arranger. It is also understood and agreed that the amount and distribution of the fees among the Lenders will be at the sole and absolute discretion of the Regions Entities. As part of the consideration for the undertakings and the obligations of the Regions Entities hereunder, the Borrowers agree to cooperate in such syndication efforts benefit materially process and to take all action as the Regions Entities may reasonably request to assist the Lead Arranger in forming a syndicate of Lenders acceptable to the Regions Entities and the Borrower and the commitment of Regions Bank hereunder shall be reduced dollar-for-dollar as and when corresponding commitments are received from other Lenders. The Borrowers’ assistance may include, but not be limited to (i) providing and causing its advisors to provide the Borrower's lending Regions Entities and equity relationshipsthe other Lenders upon request with all information reasonably deemed necessary by the Lead Arranger to complete the syndication, including, but not limited to, information and evaluations prepared by the Borrowers or their advisors, or on the Borrowers’ behalf, relating to the transactions contemplated hereby (including the Projections (as hereinafter defined), the “Information”), (bii) direct contact between the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting in the preparation of, information, projections of an Information Memorandum (the “Information Memorandum”) and marketing other materials to be used in connection with the syndication of the Senior Credit Facility (collectively with the Term Sheet and any additional summary of terms prepared for distribution to Lenders (as hereinafter defined), the “Information Materials”), (iii) the Borrowers’ using their best efforts to ensure that the syndication efforts of the Lead Arranger benefit materially from their existing banking relationships, and (div) otherwise assisting the hostingLead Arranger in its syndication efforts, with including by the Administrative Agent Borrowers’ making their officers and advisors available from time to time to attend and make presentations regarding the business and prospects of the Borrower and its affiliatessubsidiaries, of as appropriate, at one or more meetings of any Additional prospective Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentages.

Syndication. The Borrowers agree Arrangers intend to commence syndication of the Bridge Facility promptly upon your acceptance of this Fee and Syndication Letter. With respect to the Bridge Facility, until the earlier of (i) the date upon which a Successful Syndication (as defined below) is achieved and (ii) the date that is 60 days after the Administrative Agent has Closing Date (such earlier date, the right to syndicate the Commitments and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent in consultation with the Borrowers“Syndication Date”), if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers you agree to actively assist the Administrative Agent and its affiliates Arrangers in completing achieving a syndication of the Bridge Facility that is satisfactory to the Administrative Agent Arrangers and the Borrowers, including you. Such assistance shall include your (a) using commercially reasonable efforts to ensure that the syndication efforts benefit materially from the Borrower's lending and equity relationships, (b) direct contact between the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting in the preparation of, information, projections of a confidential offering memorandum and other customary marketing materials to be used in connection with the syndication of the Bridge Facility (collectively, the “Information Materials”), (b) using your commercially reasonable efforts to ensure that the syndication efforts of the Arrangers benefit from your existing banking relationships, (c) your using commercially reasonable efforts to obtain as promptly as reasonably practicable after the date hereof, giving effect to the Transactions, Public Debt Ratings (as defined in the Bridge Facility) from S&P Global Ratings, a division of S&P Global Inc., (“S&P”) and Fitch, Inc. (“Fitch”) and (d) making your officers and certain advisors available to attend and make presentations regarding the hosting, with business and prospects of the Administrative Agent Borrower and its affiliatessubsidiaries, at one meeting of one prospective Lenders, at a time and location to be mutually agreed (which may, at your option, be a “virtual meeting” or more meetings of conducted via teleconference). Notwithstanding the prior paragraph, nothing in this Fee and Syndication Letter shall obligate you to, or cause Catalonia or its subsidiaries to, provide any Additional Lenders. The Administrative Agent Information with respect to Catalonia or its subsidiaries or to provide any assistance from Catalonia and its affiliates would manage all aspects subsidiaries with respect to the syndication of the syndicationBridge Facility. You further agree that, in consultation with until the Borrowersearlier of (x) the Termination Date and (y) the Syndication Date, including decisions as to you and your subsidiaries will not incur, issue, announce, offer, place or arrange any syndicated commercial bank debt facility or other syndicated credit facility for the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and Borrower or its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication subsidiaries (other than (i) no Lender shall be permitted to syndicate more than 49% of the Commitmentsshort- term debt programs, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to borrowings under and increases or refinancings of the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentages.Existing Credit Agreement,

Syndication. The Borrowers agree that the Administrative Agent has the right Lead Arrangers intend to syndicate the Commitments and commence syndication of the Term Loans at any time or from time Facility promptly following the date hereof to time to a group of financial institutions prospective lenders (together with the "Additional Initial Term Lenders", the “Lenders”) identified by the Administrative Agent in consultation with you and until the Borrowers, if the Administrative Agent and its affiliates determine earlier to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including occur of (a) using a Successful Syndication (as defined in the Amended and Restated Fee Letter among us and you dated the date hereof (the “Amended and Restated Fee Letter”)) and (b) 60 days following the funding of the Term Facility (such earlier date, the “Syndication Date”), you agree to use commercially reasonable efforts to ensure assist the Lead Arrangers in forming a syndicate for the Term Facility reasonably acceptable to us and you; provided that such syndication shall not relieve the Commitment Parties of their respective obligations set forth herein (including their obligations to fund the Term Facility on the Closing Date on the terms and conditions set forth in the Commitment Letter) and, unless you agree in writing, the Commitment Parties shall retain exclusive control over all rights and obligations with respect to their respective commitments, including all rights with respect to consents, modifications, waivers and amendments, until after the initial funding of the Term Facility on the Closing Date has occurred. Such syndication will be accomplished by a variety of means, including direct contact during the syndication for the Term Facility between senior management and advisors of the Borrower and the prospective lenders, which shall be reasonably acceptable to you. To assist the Lead Arrangers in their syndication efforts, you hereby agree to use your commercially reasonable efforts benefit materially from (a) to provide and cause your advisors to provide the Borrower's lending Lead Arrangers and equity relationshipsthe syndicate members upon request with all customary information reasonably deemed necessary by the Lead Arrangers to complete syndication, including but not limited to information and evaluations prepared by you, your advisors or on your behalf relating to the Transactions; (b) direct contact between to assist the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting Lead Arrangers upon request in the preparation of, information, projections and of customary marketing materials (the “Marketing Materials”), including a customary information memorandum with respect to the Term Facility in form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Lead Arrangers, to be used in connection with the syndication of the Term Facility (the “Confidential Information Memorandum”); (c) upon reasonable advanced notice to make available your senior officers and (d) representatives, to make telephonic or in-person presentations regarding the hosting, with business and prospects of the Administrative Agent Borrower and its affiliates, of subsidiaries and/or the Acquired Business at one or more meetings of proposed lenders at such reasonable times and in such reasonable places (as the case may be) to be mutually agreed upon; (d) to obtain, prior to the commencement of syndication, a credit rating for the Term Facility and update the corporate and corporate family ratings, as applicable, for the Borrower from each of Standard & Poor’s Ratings Services and Xxxxx’x Investors Service, Inc. (in each case, taking into account the Transactions) and participate in a customary manner in the process of securing such ratings; (e) prior to the Syndication Date, to ensure that there shall be no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities by or on behalf of the Borrower or any Additional Lenders. The Administrative Agent of its subsidiaries being offered, placed or arranged without the consent of the Lead Arrangers, if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndication of the Term Facility; and (f) to ensure that the Lead Arrangers’ syndication efforts benefit from the existing lending and investment banking relationships of the Borrower and its affiliates would manage subsidiaries. Notwithstanding the foregoing in this Section 3 and our right to syndicate our commitment hereunder, it is agreed that the success of any syndication of and receipt of commitments in respect of all or any portion of our commitments hereunder prior to the funding of the Term Facility shall not be a condition to our commitments hereunder. Subject to the terms hereof and limitations and your consent rights set forth herein, the Lead Arrangers will lead the syndication and will manage, in consultation with you, all aspects of the syndication, in consultation with the Borrowersincluding, including decisions as to the without limitation, selection of institutions to be approached lenders, determination of when the Lead Arrangers will approach potential lenders and when they will be approachedthe time of acceptance of the lenders’ commitments, when their commitments will be accepted, which institutions will participateany naming rights, the final allocations of the commitments among any Additional Lenders the lenders and the amount and distribution of fees among the lenders. To assist the Lead Arrangers in their syndication efforts, subject to the limitations in the preceding paragraph, upon the request of the Lead Arrangers, you agree to use commercially reasonable efforts to promptly to prepare and provide to the Lead Arrangers the Marketing Materials with respect to you, and your subsidiaries and the Transactions, including annual projections of the Borrower (giving pro forma effect to the Transactions) through 2021 with respect to income statements and balance sheets (the “Projections”), that are not otherwise in any Additional Lead Arranger’s possession and that the Lead Arrangers reasonably requests in connection with the structuring, arrangement and syndication of the Term Facility. At the request of the Commitment Parties, you agree to assist in the preparation of a version of the Marketing Materials (a “Public Version”) consisting exclusively of information with respect to you and your affiliates, the Acquired Business and the Acquisition that is either publicly available or not material with respect to you and your affiliates, the Seller and its subsidiaries, any of your or their respective securities or the Acquisition for purposes of United States federal and state securities laws and Canadian securities laws (such information, “Non-MNPI”). Such Public Versions, together with any other information prepared by you or the Seller or your or its affiliates or representatives and conspicuously marked “Public” (collectively, the “Public Information”), which at a minimum means that the word “Public” will appear prominently on the first page of any such information, may be distributed by us to prospective Lenders who have advised us that they wish to receive only Non-MNPI (“Public Side Lenders”). You acknowledge and agree that, in addition to Public Information and unless you promptly notify us otherwise, (a) term sheets, drafts and final definitive documentation with respect to the Term Facility, (b) administrative materials prepared by the Commitment Parties for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda) and (c) notifications of changes in the terms of the Term Facility may be distributed to Public Side Lenders. The Borrowers acknowledge It is understood that in connection with your assistance described above, customary authorization letters will be included in the Marketing Materials that (i) authorize the distribution thereof to prospective Lenders, (ii) represent that the information Public Version of the Borrowers may be asked Marketing Materials only includes non-MNPI and (iii) exculpate you, the Seller and us and your, our and their respective affiliates with respect to furnish any liability related to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained hereinmisuse (or, in the event case of a syndication (ius and our affiliates, use) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent contents of the Borrowers and (ii) Marketing Materials or related materials by the recipients thereof and, in the case of us, any syndication shall be offered liability with respect to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentagescontents of such Marketing Materials or related materials.

Syndication. The Borrowers agree that As soon as is practicable after the Administrative Agent has execution and delivery of this Letter and the right public announcement of the Transactions (the “Syndication Commencement Date”), the Lead Arrangers intend to syndicate the Commitments and the Term Loans at any time or from time to time Bridge Facility to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent Lead Arrangers in consultation with you, including any relationship lenders designated by you and consented to by the BorrowersLead Arrangers and you (in both cases, if such consent not to be unreasonably withheld or delayed) (the Administrative Agent “Syndication”; and its affiliates determine such financial institutions, together with the Lead Arrangers (or their designated affiliates), the “Lenders”); provided, that in any event the Lead Arrangers agree not to syndicate to (i) any competitor of the Commitments Company or the Target and their subsidiaries that is in the same or a similar line of business as the Company and the Term LoansTarget and their subsidiaries and is identified in writing by the Company to the Lead Arrangers prior to the date hereof together with any affiliates thereof (other than debt fund affiliates) that are readily identifiable as such on the basis of their name, provided that the Company may update such list of competitors after the date hereof by notice in writing to, and with the consent of (such consent not to be unreasonably withheld), the Lead Arrangers and (ii) certain banks, financial institutions, other institutional lenders and investors, in each case designated in writing to the Lead Arrangers by the Company prior to the date of this Letter. The Borrowers agree Company agrees to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using use commercially reasonable efforts to ensure that the Lead Arrangers’ syndication efforts benefit materially from the Borrower's existing lending and equity relationshipsinvestment banking relationships of the Company and its subsidiaries. To facilitate an orderly and successful syndication of the Bridge Facility, you agree that, until the earliest of (a) 60 days following the Closing Date, (b) direct contact between the Borrowers and any Additional Lenderscompletion of a Successful Syndication (as defined in the Fee Letter entered into with the Lead Arrangers), (c) furnishing, or, the termination of the Syndication as determined by the Administrative Agent may request, assisting in the preparation of, information, projections and marketing materials to be used in connection with the syndication Lead Arrangers and (d) the hosting, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, termination in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations full of the commitments among any Additional Lenders under and the amount and distribution repayment in full of fees among any Additional Lenders. The Borrowers acknowledge that loans outstanding under the information Bridge Facility (such earliest date, the Borrowers may be asked to furnish to “Syndication Date”), the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive informationCompany will not, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and Lead Arrangers, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of any debt facility or any debt of the Company or any of its subsidiaries (other than (i) the Bridge Facility, (ii) the New Senior Notes, (iii) borrowings under the Company’s existing credit agreements each dated September 6, 2013 among the Company and the financial institutions party thereto (the “Existing Credit Agreements”) (or any replacement revolving credit facilities of up to $1.0 billion arranged by the Lead Arrangers) and up to a $300 million plus €800 million senior unsecured term loan facility arranged by the Lead Arrangers (it being understood that any such arrangement or syndication shall will be offered coordinated with the syndication of the Bridge Facility in a manner reasonably satisfactory to the Lead Arrangers), (iv) any other ordinary course borrowings under working capital, overdraft or other revolving facilities; provided the aggregate amount excluded hereunder and under clause (vi) below shall not exceed $50 million in the aggregate, (v) any debt incurred by Perrigo API India Pvt. Ltd. or Chemagis India Private Ltd., (vi) any ordinary course foreign borrowings; provided the aggregate amount excluded hereunder and under clause (iv) above shall not exceed $50 million in the aggregate), (vii) any exchange notes in respect of the Company’s senior notes and (viii) any borrowings under any asset securitization transactions permitted under the Existing Credit Agreements). Until the Syndication Date, you agree to cooperate with us and provide information reasonably required by us in connection with the Syndication including the preparation of, as soon as practicable following the date hereof, a customary information package regarding the business and operations of the Company, including, without limitation, the delivery of all information relating to the Transactions prepared by or on behalf of the Company deemed reasonably necessary by the Lead Arrangers to complete the Syndication (including pro formas and projections for at least five years); (ii) the preparation of a customary information package for use in bank meetings and other communications with prospective Lenders pro rata in connection with the Syndication; (iii) using commercially reasonable efforts to arrange for direct contact between appropriate senior management, representatives and advisors of the Company with prospective Lenders and participation of such persons in such meetings, in all such cases at reasonable times mutually agreed upon; (iv) the hosting, with the Lead Arrangers, of one or more meetings with prospective Lenders and, in connection with any such meeting, consulting with the Lead Arrangers with respect to the presentations to be made and making available appropriate senior management, representatives and advisors of the Company to rehearse such presentations prior to any such meeting, in each case as reasonably requested by the Lead Arrangers and in each case at reasonable times and at such places as are mutually agreed upon and (v) taking commercially reasonable efforts to enter into the Loan Documents as soon as practicable after the date hereof and in any event within 30 days of the date hereof. You agree that the Lead Arrangers have the right to place advertisements in financial and other newspapers and journals at their own expense describing its services to the Company to the extent desired permitted by law; provided that the Lead Arrangers will submit a copy of any Lenders) based on such advertisements to the Company for its approval, which approval will not be unreasonably withheld or delayed. You further agree that any references to the Lead Arrangers or any of their respective affiliates made in advertisements or other marketing materials used in connection with the Transactions are subject to the prior written approval of the Lead Arrangers which approval shall not be unreasonably withheld or delayed. Without limiting your obligations to assist with the Syndication as set forth herein, we agree that the completion of the Syndication is not a condition of our commitments under the Bridge Facility. The Company will be solely responsible for the contents of any such information package referenced in the foregoing paragraph and the presentation described in the first sentence of the foregoing paragraph and all other information, documentation or other materials delivered to us in connection therewith, and you acknowledge that the Lead Arrangers will be using and relying upon such information without independent verification thereof. You agree that, subject to the provisions of the next paragraph, such information regarding the Bridge Facility and information provided by the Company or its representatives to the Lead Arrangers in connection with the Bridge Facility (including, without limitation, draft (but ready for dissemination) and execution versions of the Loan PercentagesDocuments, such information package, such presentation, publicly filed financial statements and draft or final offering materials relating to contemporaneous or prior securities issuances by the Company) may be disseminated to potential Lenders and other persons through one or more Internet sites (including an IntraLinks or Syndtrak workspace (it being understood the Company will reimburse the Lead Arrangers for the use of such platforms)) created for purposes of syndicating the Bridge Facility (including hard copy and via electronic transmissions). At the request of the Lead Arrangers, the Company agrees to assist us in the preparation of a version of the information memorandum and presentation that does not contain material non-public information concerning the Company, Target, or their respective affiliates or securities. In addition, the Company agrees, at our request, to identify any information materials that do not contain material non-public information as “PUBLIC” and any information not marked PUBLIC shall be deemed as being suitable only for distribution to prospective Lenders who wish to receive material non-public information (“Private Lenders”). The Company further agrees that the following documents contain information that may be distributed to all prospective Lenders: (x) the drafts and the final Loan Documents (including term sheets related thereto), (y) administrative materials prepared by the Lead Arrangers for prospective Lenders (including, without limitation, a lender meeting invitation, bank allocation, if any, and funding and closing memoranda) and (z) notifications of changes in the terms and conditions of the Bridge Facility.

Syndication. The Borrowers agree that Lead Arrangers intend to commence syndication of the Administrative Agent has the right to syndicate the Commitments Senior Credit Facilities promptly upon your acceptance of this Commitment Letter and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term LoansFee Letter. The Borrowers You agree to actively assist the Administrative Agent and its affiliates Lead Arrangers in completing achieving a syndication of the Senior Credit Facilities that is satisfactory to the Administrative Agent and the Borrowers, including Lead Arrangers. Such assistance shall include your (a) providing and causing your advisors to provide (and using your commercially reasonable efforts to cause the Target and its advisors to provide) the Commitment Parties and the other Lenders upon request with all information reasonably deemed necessary by the Commitment Parties to complete syndication, including, but not limited to, information and evaluations prepared by you, the Target and your or its advisors, or on your or its behalf, relating to the transactions contemplated hereby (including the Projections (as hereinafter defined), the “Information”), (b) assisting in the preparation of materials to be used in connection with the syndication of the Senior Credit Facilities (collectively, the “Information Materials”), (c) using your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit materially from your existing banking relationships and (d) otherwise reasonably assisting the Borrower's lending Commitment Parties in their syndication efforts, including by making your officers and equity relationshipsadvisors available (and your using commercially reasonable efforts to make the officers and advisors of the Target available) from time to time to attend and make presentations regarding the business and prospects of the Company and its subsidiaries, the Target and its subsidiaries and the Transactions, as appropriate, at one or more meetings of prospective Lenders. You hereby agree that, following the Effective Date and at our own expense, we may place advertisements in financial and other newspapers and periodicals, and circulate similar promotional materials, in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the name of the Company, (bii) direct contact between our and our affiliates’ titles and roles in connection with the Borrowers Senior Credit Facilities, and any Additional Lenders(iii) the amount, (c) furnishingtype and closing date of the Senior Credit Facilities. You also authorize each the Lead Arrangers and its affiliates to download copies of the Company’s and its subsidiaries’ logos from its website, or, as the Administrative Agent may request, assisting use copies thereof in the preparation of, information, projections and marketing materials to be used SyndTrak or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities and (d) the hostinguse such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the Administrative Agent syndication of the Senior Credit Facilities. It is understood and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent agreed that MLPFS will manage and its affiliates would manage control all aspects of the syndication, syndication in consultation with the Borrowersyou, including decisions as to the selection of institutions prospective Lenders and any titles offered to be approached and when they will be approachedproposed Lenders, when their commitments will be accepted, which institutions will participate, accepted and the final allocations of the commitments among any Additional the Lenders (it being understood that the syndication of the Senior Credit Facilities shall be allocated 70% to reduce the commitment of Bank of America and 30% to reduce the commitment of JPM until a Successful Syndication (as defined in the Fee Letter) has occurred). It is understood that no Lender participating in the Senior Credit Facilities will receive compensation from you in order to obtain its commitment, except on the terms contained herein, in the Summary of Terms and in the Fee Letter. It is also understood and agreed that the amount and distribution of the fees among any Additional Lenders. The Borrowers acknowledge that the information Lenders will be at the Borrowers may be asked to furnish to the Administrative Agent sole and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect theretoabsolute discretion of MLPFS. Notwithstanding anything any other provision of this Commitment Letter to the contrary contained or any syndication, assignment or other transfer of Bank of America’s or JPM’s commitments in respect of the Senior Credit Facilities herein, in the event (a) neither Bank of a syndication (i) no Lender America nor JPM shall be permitted relieved, released or novated from its obligations hereunder (including its obligation to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered fund its commitment to the Lenders pro rata (Incremental Term Facility and, to the extent desired by applicable, its commitment to the Backstop Facilities on the Effective Date) as a result of such syndication, assignment or other transfer until after the funding of the Incremental Term Facility and, to the extent applicable, the initial funding of the Backstop Facilities in each case on the Effective Date, (b) no such syndication, assignment or other transfer shall become effective with respect to any Lendersportion of Bank of America’s or JPM’s commitments in respect of the Senior Credit Facilities until the funding of the Incremental Term Facility and, to the extent applicable, the initial funding of the Backstop Facilities in each case on the Effective Date and (c) based each of Bank of America and JPM shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Senior Credit Facilities herein, including all rights with respect to consents, waivers, modifications, supplements and amendments, until the Effective Date has occurred. Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that our commitments with respect to the Incremental Term Facility and, to the extent applicable, the Backstop Facilities are not conditioned upon the syndication of, or receipt of commitments in respect of, the Incremental Term Facility and, to the extent applicable, the Backstop Facilities and in no event shall the commencement or successful completion of syndication of the Incremental Term Facility and, to the extent applicable, the Backstop Facilities, nor the obligation to assist with syndication efforts as set forth herein (including, without limitation, any of your agreements in this paragraph or the following paragraph), constitute a condition to the commitment hereunder to fund the Incremental Term Facility and, to the extent applicable, the Backstop Facilities in each case on their respective Loan Percentagesthe Effective Date.

Syndication. The Borrowers agree that Borrower agrees to cooperate with CIT Capital and KeyBank, and agrees to cause Laserscope to cooperate with CIT Capital and KeyBank, in connection with (i) the Administrative Agent has preparation of an information package regarding the right business, operations, financial projections and prospects of Holdings and Laserscope and their respective Subsidiaries including, without limitation, the delivery of all information relating to syndicate the Commitments transactions contemplated hereunder prepared by or on behalf of Holdings or Laserscope or their respective Subsidiaries deemed reasonably necessary by CIT Capital and KeyBank to complete the syndication of the credit facilities under this Agreement (including, without limitation, obtaining the credit ratings for credit facilities provided for under this agreement and the Term Loans at any time or Subordinated Debt Documents from time Mxxxx’x and S&P as and when necessary and (ii) the presentation of an information package reasonably acceptable in format and content to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent CIT Capital and KeyBank in consultation meetings and other communications with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using commercially reasonable efforts to ensure that the syndication efforts benefit materially from the Borrower's lending and equity relationships, (b) direct contact between the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting in the preparation of, information, projections and marketing materials to be used prospective Lenders in connection with the syndication of the Facilities (including, without limitation, direct contact between senior management and (d) representatives of Holdings and Laserscope and their respective Subsidiaries with prospective Lenders and participation of such persons in meetings). Without limiting the hostingforegoing, the Borrower authorizes and will obtain contractual undertakings from Laserscope to authorize, the use of their respective logos in connection with any such dissemination. At the request of the Administrative Agent, the Borrower agrees to prepare a version of the information package and presentation that does not contain material non-public information concerning Holdings or Laserscope, their respective affiliates or their securities. In addition, the Borrower agrees that unless specifically labeled “Private — Contains Non-Public Information,” no information, documentation or other data disseminated to prospective Lenders in connection with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date whether through an internet site (including, without the prior written consent of the Borrowers and (ii) limitation, an IntraLinks workspace), electronically, in presentations at meetings or otherwise, will contain any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on material non-public information concerning Holdings or Laserscope, their respective Loan Percentagesaffiliates or their securities.

Syndication. The Borrowers agree that the Administrative Agent has the right actively to syndicate the Commitments and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates Agents in completing a timely syndication that is reasonably satisfactory to the Administrative Agent Agents and the Borrowers. Such assistance shall include, including without limitation, (a) using commercially reasonable efforts to ensure that the any syndication efforts benefit materially from the Borrower's Borrowers’ existing lending and equity investment banking relationships, (b) direct contact between senior management, representatives and advisors of the Borrowers and any Additional Lendersthe proposed Lenders at times mutually agreed upon, (c) furnishing, or, as the Administrative Agent may request, assisting Borrowers’ assistance in the preparation of, information, projections and of marketing materials to be used in connection with the syndication syndication, and (d) the hosting, with the Administrative Agent and its affiliatesAgents, of one or more meetings of prospective Lenders at times mutually agreed upon. To assist the Agents in their syndication efforts, the Borrowers agree promptly to prepare and provide to the Agents all customary information with respect to the Borrowers and their respective subsidiaries, the Transactions and the other transactions contemplated hereby, including all financial information and projections (including financial estimates, forecasts and other forward-looking information, the “Syndication Projections”), as the Agents may reasonably request (including quarterly financial statements in connection with customary general syndication (it being understood that no Narrative Report shall be provided)). The Borrowers acknowledge that (a) the Agents will make available information about the Borrowers and their Subsidiaries, and the Syndication Projections, to the proposed syndicate of Lenders and (b) certain of the Lenders may be “public side” Lenders (i.e. Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). If reasonably requested by the Agents, the Borrowers will assist the Agents in preparing and updating an additional version of any Additional confidential information memorandum to be used by Public Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, It is understood that in consultation connection with the Borrowers’ assistance described above, including decisions as authorization letters will be included in any confidential information memorandum that authorize the distribution of any confidential information memorandum to prospective Lenders, containing a representation to the selection of institutions to be approached Agents that the public-side version does not include material non-public information about the Company, and when they will be approached, when their commitments will be accepted, which institutions will participateexculpating the Borrowers, the allocations Investors (as defined therein), and the Agents with respect to any liability related to the use of the commitments among contents of any Additional confidential information memorandum or any related marketing material by the recipients thereof. The Borrowers agree to use commercially reasonable efforts to identify that portion of the information that may be distributed to the Public Lenders and the amount and distribution of fees among any Additional Lendersas “PUBLIC”. The Borrowers acknowledge that the information following documents may be distributed to Public Lenders (unless the Borrowers may be asked to furnish promptly notify the Agents that any such document contains material non-public information with respect to the Administrative Agent and Company or its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication securities): (i) no Lender shall be permitted drafts and final definitive documentation with respect to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and Credit Facilities; (ii) any syndication shall be offered to administrative materials prepared by the Agents for prospective Lenders pro rata (to such as a lender meeting invitation, allocations and funding and closing memoranda); and (iii) notification of changes in the extent desired by any Lenders) based on their respective Loan Percentagesterms of the Credit Facilities.