Common use of Syndication Clause in Contracts

Syndication. The Lead Arrangers intend to commence syndication of the Senior Credit Facilities promptly upon your acceptance of this Commitment Letter and the Fee Letter. You agree to actively assist the Lead Arrangers in achieving a syndication of the Senior Credit Facilities that is satisfactory to the 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 Commitment Parties in their syndication efforts, including by making your officers and advisors 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, (ii) our and our affiliates’ titles and roles in connection with the Senior Credit Facilities, and (iii) the amount, type 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, use copies thereof in SyndTrak or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Senior Credit Facilities. It is understood and agreed that MLPFS will manage and control all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among 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 the Lenders will be at the sole and absolute discretion of MLPFS. Notwithstanding any other provision of this Commitment Letter to the contrary or any syndication, assignment or other transfer of Bank of America’s or JPM’s commitments in respect of the Senior Credit Facilities herein, (a) neither Bank of America nor JPM shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Term Facility and, to the extent 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 portion 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) 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 the Effective Date.

Syndication. The Lead Arrangers intend (a) You agree, until the Syndication Assistance Termination Date (as hereinafter defined), to commence syndication of the Senior Credit Facilities promptly upon your acceptance of this Commitment Letter and actively assist MLPFS in achieving a Successful Syndication (as defined in the Fee Letter. You agree to actively assist the Lead Arrangers in achieving a syndication of the Senior Credit Facilities that is satisfactory to the Lead Arrangers). Such assistance shall include (i) your (a) providing and causing your advisors to provide (and using your commercially reasonable efforts to cause the Target and its your advisors to provide) the Commitment Parties provide Bank of America and MLPFS and the other Lenders upon request with all information reasonably deemed necessary by the Commitment Parties Bank of America and MLPFS to complete syndicationthe structuring, arrangement and syndication of the Senior Credit Facilities, including, but not limited to, information and evaluations prepared by you, the Target you and your or its advisors, or on your or its behalf, relating to the transactions contemplated hereby Transaction (including the Projections (as hereinafter defined), the “Information”), (bii) assisting your assistance in the preparation of an Information Memoranda and other materials to be used in connection with the structuring, arrangement and syndication of the Senior Credit Facilities (collectively, the “Information Materials”), (ciii) using your commercially reasonable efforts to ensure that the structuring, arrangement and syndication efforts of the Lead Arrangers Bank of America and MLPFS benefit materially from your existing banking relationships relationships, and (div) otherwise reasonably assisting the Commitment Parties Bank of America and MLPFS in their structuring, arrangement and syndication efforts, including by making your officers and advisors available (and your using commercially reasonable efforts to make the officers and advisors of the Target available) from time to time upon reasonable advance notice to attend and make presentations regarding the business and prospects of the Company and its subsidiaries, subsidiaries and the Target and its subsidiaries and the Transactionssubsidiaries, 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 otherwiseeach case, containing information customarily included in such advertisements at times and materials, including locations to be mutually agreed. (ib) the name of the Company, (ii) our and our affiliates’ titles and roles in connection with the Senior Credit Facilities, and (iii) the amount, type 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, use copies thereof in SyndTrak or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Senior Credit Facilities. It is understood and agreed that MLPFS will manage and control all aspects of the structuring, arrangement and syndication of the Senior Credit Facilities in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among 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)Lenders. It is understood that no Lender participating in the Senior Credit Facilities will receive compensation from you in order to obtain its commitmentcommitment or consent, 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 MLPFS. Notwithstanding any other provision of this Commitment Letter to the contrary or any syndication, assignment or other transfer of Bank of America’s or JPM’s commitments in respect America and MLPFS. (c) Notwithstanding the right of MLPFS to structure, arrange and syndicate the Senior Credit Facilities hereinand receive commitments with respect thereto, (ai) neither Bank of America nor JPM shall not be relieved, released or novated from its obligations hereunder (hereunder, including its obligation to fund its commitment to the Incremental Term Facility and, to the extent applicable, its commitment to the Backstop Facilities Commitments provided hereunder on the Effective Date) as a result date of consummation of the Transaction (the date of such consummation and funding being referred to as the “Closing Date”), in connection with any syndication, assignment or other transfer until after the funding participation of the Incremental Term Facility andSenior Credit Facilities, 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 portion of Bank of America’s or JPM’s commitments including its Commitment in respect thereof, until funding 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 Closing Date and (cii) each of Bank of America and JPM shall retain exclusive control over all rights and obligations with respect to its commitments Commitment in respect of the Senior Credit Facilities hereinFacilities, including all rights with respect to consents, waivers, modifications, supplements supplements, waivers and amendments, until the Effective Closing 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 each case unless you otherwise agree 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 writing (including, without limitation, pursuant to any revised version of your agreements this Commitment Letter or an amendment or joinder hereto). (d) The provisions of this Section 3 shall remain in full force and effect until the earliest of (i) ninety (90) days following the Closing Date, (ii) the completion of a Successful Syndication, or (iii) the termination of this paragraph or the following paragraph), constitute a condition Commitment Letter pursuant to the commitment hereunder to fund last paragraph hereof other than as a result of the Incremental Term Facility and, to occurrence of the extent applicable, Closing Date (the Backstop Facilities in each case on the Effective “Syndication Assistance Termination Date”).

Syndication. (a) The Lead Arrangers intend and reserve the right, both prior to commence syndication and after the Closing Date, to secure commitments for the Term A Facility from a syndicate of banks, financial institutions and other entities, in each case, other than Disqualified Institutions (as defined below), identified by the Senior Credit Facilities promptly Lead Arrangers in consultation with you and reasonably acceptable to you (with such consent not to be unreasonably withheld or delayed) (such banks, financial institutions and other entities committing to the Term A Facility, including Xxxxx Fargo Bank, Bank of America and TD Bank, the “Lenders”) upon your acceptance of the terms and subject to the conditions set forth in this Commitment Letter and Letter. Until the earlier of (i) the date that a Successful Syndication (as defined in the Fee Letter. You ) is achieved and (ii) the date that is 60 days following the Closing Date (the “Syndication Date”), you agree to assist, and will use commercially reasonable efforts to cause appropriate members of management of the Acquired Company to assist, us actively assist the Lead Arrangers in achieving a syndication of the Senior Credit Facilities Term A Facility that is satisfactory to the Lead Arrangersus and you. Such assistance shall include To assist us in our syndication efforts, you agree that you will, and will cause your (a) providing representatives and causing your advisors to provide (to, and using your will use commercially reasonable efforts to cause appropriate remaining members of management of the Target Acquired Company and its representatives and advisors to, reasonably (i) provide promptly to provide) the Commitment Parties and the other Lenders upon reasonable request with all customary information reasonably deemed necessary by the Commitment Parties Lead Arrangers to assist the Lead Arrangers and each Lender in their evaluation of the Transactions and to complete the syndication, including(ii) make your senior management and appropriate members of management of the Acquired Company available to prospective Lenders on reasonable prior notice and at reasonable times and places mutually agreed upon, but not limited to(iii) host, information with the Lead Arrangers, one or more virtual meetings and/or calls with prospective Lenders at mutually agreed times and evaluations prepared by youlocations, (iv) assist, and cause your affiliates and advisors to assist, 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 Lead Arrangers in the preparation of materials one or more confidential information memoranda and other marketing materials, including any financial statements required under the Certain Funds Provisions, in form and substance reasonably satisfactory to the Lead Arrangers to be used in connection with the syndication of the Senior Credit Facilities (collectively, the “Information Materials”)syndication, (cv) using your use commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit materially from your the existing banking lending relationships of the Borrower and the Acquired Company, (vi) [reserved] and (dvii) otherwise reasonably assisting the Commitment Parties in their syndication efforts, including by making your officers and advisors available ensure (and use your using commercially reasonable efforts to make cause the officers and advisors Acquired Company to ensure) that prior to the later of the Target available) from time to time to attend Closing Date and make presentations regarding Syndication Date there will be no competing issues, offerings, placements, arrangements or syndications of debt securities or commercial bank or other credit facilities by or on behalf of you or your subsidiaries or the business and prospects of the Acquired Company and its subsidiaries, being offered, placed or arranged (other than the Target Term A Facility) without the written consent of the Lead Arrangers, unless such issuance, offering, placement, arrangement or syndication could not reasonably be expected, in the reasonable discretion of the Lead Arrangers, to materially impair the syndication of the Term A Facility (it being understood that (A) indebtedness incurred in the ordinary course of business of the Borrower and its subsidiaries and of the TransactionsAcquired Company and its subsidiaries for capital expenditures, as appropriateworking capital, at one or more meetings of prospective Lenders. You hereby agree thatcapital leases, following the Effective Date purchase money debt and at our own expense, we may place advertisements in financial and other newspapers and periodicalsequipment financings, and circulate similar promotional materials(B) other indebtedness to be agreed among the Borrower and the Lead Arrangers will not be subject to this clause (vii)). For the avoidance of doubt, in you will not be required to provide any information to the form extent that the provision thereof would violate any law, rule or regulation, or any agreement containing an obligation of a “tombstone” confidentiality binding on you, the Acquired Company or otherwise, containing information customarily included in such advertisements and materials, including your or its respective affiliates; provided that (i) in the name event that you do not provide information in reliance on this sentence, you shall (x) provide notice to the Lead Arrangers that such information is being withheld pursuant to such law, rule or regulation or agreement and (y) use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to allow for the Company, provision of such information and (ii) our and our affiliates’ titles and roles in connection with the Senior Credit Facilities, and (iii) the amount, type and closing date none of the Senior Credit Facilitiesforegoing shall be construed to limit any of the conditions set forth in this Commitment Letter. You also authorize each For the avoidance of doubt, the only projections or pro forma or other financial statements that shall be required to be provided to the Lead Arrangers and its affiliates to download copies of the Company’s and its subsidiaries’ logos from its website, use copies thereof in SyndTrak or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with Term A Facility shall be those required to be delivered pursuant to the syndication Certain Funds Provisions. (b) The Lead Arrangers and/or one or more of the Senior Credit Facilities. It is understood and agreed that MLPFS their affiliates will exclusively manage and control all aspects of the syndication of the Term A Facility (in consultation with you), including decisions as to the selection and number of prospective potential Lenders to be approached (with your consent not to be unreasonably withheld and excluding Disqualified Institutions), when they will be approached, whose commitments will be accepted (with your consent not to be unreasonably withheld and excluding Disqualified Institutions), any titles offered to proposed Lenders, when commitments will be accepted the Lenders and the final allocations of the commitments among 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 any related fees among the Lenders Lenders, and the Lead Arrangers will be at the sole exclusively perform all functions and absolute discretion of MLPFSexercise all authority as is customarily performed and exercised in such capacities. Notwithstanding any other provision of this the Lead Arrangers’ right to syndicate the Term A Facility and receive commitments with respect thereto, unless otherwise agreed to by you, (i) the Commitment Letter Parties shall not be relieved or released from their obligations hereunder (including their obligation to fund the contrary Term A Facility on the Closing Date or the Interim Facilities on the Interim Closing Date) in connection with any syndication, assignment or other transfer of Bank of America’s or JPM’s commitments participation in respect of the Senior Credit Facilities hereinTerm A Facility, (a) neither Bank of America nor JPM shall be relievedincluding their respective Commitment, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Term Facility and, to the extent 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 under the Term A Facility has occurred on the Closing Date or the expiry of the Backstop Facilities in each case on the Effective DateCertain Funds Period, (bii) no such syndication, assignment or other transfer by either Commitment Party shall become effective with respect to all or any portion of Bank of America’s or JPM’s commitments the Commitment in respect of the Senior Credit Facilities Term A Facility until the funding of the Incremental Term Facility and, to the extent applicable, the initial funding of the Backstop Facilities in each case Term A Facility on the Effective Closing Date or in respect of the Interim Facilities until the initial funding of the Interim Facilities on the Interim Closing Date (as defined in the Interim Facilities Agreement), (iii) unless you and (c) each of Bank of America and JPM shall we agree in writing, the Commitment Parties will retain exclusive control over all rights and obligations with respect to its commitments their respective Commitment in respect of the Senior Credit Facilities hereinTerm A Facility and the Interim Facilities, including all rights with respect to consents, waivers, modifications, supplements supplements, waivers and amendments, until the Effective Closing Date has occurredoccurred (in respect of the Term A Facility) or the initial funding of the Interim Facilities on the Interim Closing Date (as defined in the Interim Facilities Agreement) has occurred and (iv) the Lead Arrangers will not syndicate to (a) any person identified by the Borrower by name in writing to the Lead Arrangers on or prior to the date hereof as a disqualified person, (b) any clearly identifiable affiliate (solely by virtue of its name) of any person referred to in clause (a) above (other than bona fide diversified debt funds) and (c) competitors (and such competitors’ sponsors and affiliates identified in writing or clearly identifiable solely on the basis of their names (other than bona fide diversified debt funds)) of the Borrower, separately identified in writing by you to us after the date hereof and prior to the syndication of the Term A Facility (collectively, the “Disqualified Institutions”). After the Closing Date, the list of Disqualified Institutions may be updated from time to time to include competitors (and such competitors’ sponsors and affiliates identified in writing or clearly identifiable solely on the basis of their names (other than bona fide diversified debt funds)) of the Xxxxxxxx separately identified in writing to the Administrative Agent. No such identification after the date hereof shall apply retroactively to disqualify any person that has previously acquired an assignment or participation of an interest in any of the Term A Facility with respect to such amounts previously acquired. Without limiting your obligations to assist with the syndication efforts as set forth hereinherein and notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, it is understood that our commitments with respect to the Incremental Term Facility and, to the extent applicable, the Backstop Facilities are Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Incremental Term A Facility and, to the extent applicable, the Backstop Facilities and in no event shall the commencement or successful completion of the syndication of the Incremental Term A 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 availability of the Incremental Term A Facility andon the Closing Date or the Interim Facilities on the Interim Closing Date (as defined in the Interim Facilities Agreement), or the compliance with any of the other provisions set forth in clauses (i) through (vii) of the immediately preceding paragraph (other than the Certain Funds Provisions) shall not constitute a condition to the extent applicable, commitments hereunder or the Backstop Facilities in each case funding of the Term A Facility on the Effective DateClosing Date or any time thereafter or the Interim Facilities on the Interim Closing Date (as defined in the Interim Facilities Agreement).

Syndication. The Lead Arrangers intend to commence syndication of the Senior Amended Credit Facilities promptly upon your acceptance of this Commitment Letter and the Fee Letter. You agree to actively assist the Lead Arrangers in achieving a syndication of the Senior Amended Credit Facilities that is satisfactory to the 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 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 Commitment Parties in their syndication efforts, including by making your officers and advisors 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 TransactionsTransaction, 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 CompanyCompany and its subsidiaries, (ii) our and our affiliates’ titles and roles in connection with the Senior Amended Credit Facilities, and (iii) the amount, type and closing date of the Senior 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, use copies thereof in SyndTrak or similar workspaces established by MLPFS BofA Securities in connection with the syndication of the Senior Amended Credit Facilities and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Senior Amended Credit Facilities. It is understood and agreed that MLPFS the Lead Arrangers will manage and control all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders (it being understood that the syndication of the Senior Credit Incremental Facilities shall be allocated 7056.1% to reduce the commitment of Bank of America and 3043.9% to reduce the commitment of JPM PNC until a Successful Syndication (as defined in the Fee Letter) has occurred). It is understood that no Lender participating in the Senior Credit Incremental Facilities will receive compensation from you in order to obtain its commitment, except on the terms contained herein, in the Summary of Terms herein 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 MLPFSthe Lead Arrangers. Notwithstanding any other provision of this Commitment Letter to the contrary or any syndication, assignment or other transfer of Bank of America’s or JPMPNC’s commitments in respect of the Senior Credit Incremental Facilities herein, (a) neither Bank of America nor JPM PNC shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Term Facility and, to the extent 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 (or any portion thereof) on the Effective Date, (b) no such syndication, assignment or other transfer shall become effective with respect to any portion 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) 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, 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 the Effective Date.

Syndication. The Lead Arrangers intend to commence syndication of the Senior Credit Facilities Term Facility promptly upon your acceptance following the date hereof to prospective lenders (together with the Initial Term Lenders, the “Lenders”) in consultation with you and until the earlier to occur of this Commitment Letter and the Fee Letter. You agree to actively assist the Lead Arrangers in achieving a syndication of the Senior Credit Facilities that is satisfactory to the 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 Commitment Parties in their syndication efforts, including by making your officers and advisors 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, (ii) our and our affiliates’ titles and roles in connection with the Senior Credit Facilities, and (iii) the amount, type 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, use copies thereof in SyndTrak or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Senior Credit Facilities. It is understood and agreed that MLPFS will manage and control all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among 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 Amended and Restated Fee Letter among us and you dated the date hereof (the “Amended and Restated 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 the Lenders will be at the sole and absolute discretion of MLPFS. Notwithstanding any other provision of this Commitment Letter to the contrary or any syndication, assignment or other transfer of Bank of America’s or JPM’s commitments in respect of the Senior Credit Facilities herein, (ab) neither Bank of America nor JPM shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Term Facility and, to the extent applicable, its commitment to the Backstop Facilities on the Effective Date) as a result of such syndication, assignment or other transfer until after 60 days following the funding of the Incremental Term Facility (such earlier date, the “Syndication Date”), you agree to use commercially reasonable efforts to 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, to the extent applicableunless you agree in writing, 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 portion 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) each of Bank of America and JPM Commitment Parties shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Senior Credit Facilities hereintheir respective commitments, including all rights with respect to consents, waivers, modifications, supplements waivers and amendments, until after the Effective initial funding of the Term Facility on the Closing Date has occurred. Without limiting 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 obligations commercially reasonable efforts (a) to provide and cause your advisors to provide the Lead Arrangers and the 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) to assist with syndication efforts as set forth hereinthe Lead Arrangers upon request in the preparation of customary marketing materials (the “Marketing Materials”), it is understood that our commitments including a customary information memorandum with respect to the Incremental Term Facility andin form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Lead Arrangers, to be used in connection with the extent syndication of the Term Facility (the “Confidential Information Memorandum”); (c) upon reasonable advanced notice to make available your senior officers and representatives, to make telephonic or in-person presentations regarding the business and prospects of the Borrower and its 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 Backstop Facilities are not conditioned upon 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 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 ofof 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 subsidiaries. Notwithstanding the foregoing in this Section 3 and our right to syndicate our commitment hereunder, or it is agreed that the success of any syndication of and receipt of commitments in respect ofof 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 Incremental Term Facility andLead Arrangers will lead the syndication and will manage, to the extent applicablein consultation with you, the Backstop Facilities and in no event shall the commencement or successful completion of syndication all aspects of the Incremental Term Facility andsyndication, to the extent applicable, the Backstop Facilities, nor the obligation to assist with syndication efforts as set forth herein (including, without limitation, selection of lenders, determination of when the Lead Arrangers will approach potential lenders and the time of acceptance of the lenders’ commitments, any naming rights, the final allocations of the commitments among 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 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 agreements in this paragraph or their respective securities or the following paragraphAcquisition 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”), constitute which at a condition 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 commitment hereunder to fund Term Facility, (b) administrative materials prepared by the Incremental 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. 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 Public Version of the Marketing Materials only includes non-MNPI and (iii) exculpate you, the Seller and us and your, our and their respective affiliates with respect to any liability related to the misuse (or, in the case of us and our affiliates, use) of the contents of the Marketing Materials or related materials by the recipients thereof and, in the case of us, any liability with respect to the extent applicable, the Backstop Facilities in each case on the Effective Datecontents of such Marketing Materials or related materials.

Syndication. (a) The Lead Arrangers intend and reserve the right, both prior to commence syndication and after the Closing Date, to secure commitments for the Term A Facility from a syndicate of banks, financial institutions and other entities, in each case, other than Disqualified Institutions (as defined below), identified by the Senior Credit Facilities promptly Lead Arrangers in consultation with you and reasonably acceptable to you (with such consent not to be unreasonably withheld or delayed) (such banks, financial institutions and other entities committing to the Term A Facility, including Wxxxx Fargo Bank, Bank of America and TD Bank, the “Lenders”) upon your acceptance of the terms and subject to the conditions set forth in this Commitment Letter and Letter. Until the earlier of (i) the date that a Successful Syndication (as defined in the Fee Letter. You ) is achieved and (ii) the date that is 60 days following the Closing Date (the “Syndication Date”), you agree to assist, and will use commercially reasonable efforts to cause appropriate members of management of the Acquired Company to assist, us actively assist the Lead Arrangers in achieving a syndication of the Senior Credit Facilities Term A Facility that is satisfactory to the Lead Arrangersus and you. Such assistance shall include To assist us in our syndication efforts, you agree that you will, and will cause your (a) providing representatives and causing your advisors to provide (to, and using your will use commercially reasonable efforts to cause appropriate remaining members of management of the Target Acquired Company and its representatives and advisors to, reasonably (i) provide promptly to provide) the Commitment Parties and the other Lenders upon reasonable request with all customary information reasonably deemed necessary by the Commitment Parties Lead Arrangers to assist the Lead Arrangers and each Lender in their evaluation of the Transactions and to complete the syndication, including(ii) make your senior management and appropriate members of management of the Acquired Company available to prospective Lenders on reasonable prior notice and at reasonable times and places mutually agreed upon, but not limited to(iii) host, information with the Lead Arrangers, one or more virtual meetings and/or calls with prospective Lenders at mutually agreed times and evaluations prepared by youlocations, (iv) assist, and cause your affiliates and advisors to assist, 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 Lead Arrangers in the preparation of materials one or more confidential information memoranda and other marketing materials, including any financial statements required under the Certain Funds Provisions, in form and substance reasonably satisfactory to the Lead Arrangers to be used in connection with the syndication of the Senior Credit Facilities (collectively, the “Information Materials”)syndication, (cv) using your use commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit materially from your the existing banking lending relationships of the Borrower and the Acquired Company, (vi) [reserved] and (dvii) otherwise reasonably assisting the Commitment Parties in their syndication efforts, including by making your officers and advisors available ensure (and use your using commercially reasonable efforts to make cause the officers and advisors Acquired Company to ensure) that prior to the later of the Target available) from time to time to attend Closing Date and make presentations regarding Syndication Date there will be no competing issues, offerings, placements, arrangements or syndications of debt securities or commercial bank or other credit facilities by or on behalf of you or your subsidiaries or the business and prospects of the Acquired Company and its subsidiaries, being offered, placed or arranged (other than the Target Term A Facility) without the written consent of the Lead Arrangers, unless such issuance, offering, placement, arrangement or syndication could not reasonably be expected, in the reasonable discretion of the Lead Arrangers, to materially impair the syndication of the Term A Facility (it being understood that (A) indebtedness incurred in the ordinary course of business of the Borrower and its subsidiaries and of the TransactionsAcquired Company and its subsidiaries for capital expenditures, as appropriateworking capital, at one or more meetings of prospective Lenders. You hereby agree thatcapital leases, following the Effective Date purchase money debt and at our own expense, we may place advertisements in financial and other newspapers and periodicalsequipment financings, and circulate similar promotional materials(B) other indebtedness to be agreed among the Borrower and the Lead Arrangers will not be subject to this clause (vii)). For the avoidance of doubt, in you will not be required to provide any information to the form extent that the provision thereof would violate any law, rule or regulation, or any agreement containing an obligation of a “tombstone” confidentiality binding on you, the Acquired Company or otherwise, containing information customarily included in such advertisements and materials, including your or its respective affiliates; provided that (i) in the name event that you do not provide information in reliance on this sentence, you shall (x) provide notice to the Lead Arrangers that such information is being withheld pursuant to such law, rule or regulation or agreement and (y) use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to allow for the Company, provision of such information and (ii) our and our affiliates’ titles and roles in connection with the Senior Credit Facilities, and (iii) the amount, type and closing date none of the Senior Credit Facilitiesforegoing shall be construed to limit any of the conditions set forth in this Commitment Letter. You also authorize each For the avoidance of doubt, the only projections or pro forma or other financial statements that shall be required to be provided to the Lead Arrangers and its affiliates to download copies of the Company’s and its subsidiaries’ logos from its website, use copies thereof in SyndTrak or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with Term A Facility shall be those required to be delivered pursuant to the syndication Certain Funds Provisions. (b) The Lead Arrangers and/or one or more of the Senior Credit Facilities. It is understood and agreed that MLPFS their affiliates will exclusively manage and control all aspects of the syndication of the Term A Facility (in consultation with you), including decisions as to the selection and number of prospective potential Lenders to be approached (with your consent not to be unreasonably withheld and excluding Disqualified Institutions), when they will be approached, whose commitments will be accepted (with your consent not to be unreasonably withheld and excluding Disqualified Institutions), any titles offered to proposed Lenders, when commitments will be accepted the Lenders and the final allocations of the commitments among 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 any related fees among the Lenders Lenders, and the Lead Arrangers will be at the sole exclusively perform all functions and absolute discretion of MLPFSexercise all authority as is customarily performed and exercised in such capacities. Notwithstanding any other provision of this the Lead Arrangers’ right to syndicate the Term A Facility and receive commitments with respect thereto, unless otherwise agreed to by you, (i) the Commitment Letter Parties shall not be relieved or released from their obligations hereunder (including their obligation to fund the contrary Term A Facility on the Closing Date or the Interim Facilities on the Interim Closing Date) in connection with any syndication, assignment or other transfer of Bank of America’s or JPM’s commitments participation in respect of the Senior Credit Facilities hereinTerm A Facility, (a) neither Bank of America nor JPM shall be relievedincluding their respective Commitment, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Term Facility and, to the extent 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 under the Term A Facility has occurred on the Closing Date or the expiry of the Backstop Facilities in each case on the Effective DateCertain Funds Period, (bii) no such syndication, assignment or other transfer by either Commitment Party shall become effective with respect to all or any portion of Bank of America’s or JPM’s commitments the Commitment in respect of the Senior Credit Facilities Term A Facility until the funding of the Incremental Term Facility and, to the extent applicable, the initial funding of the Backstop Facilities in each case Term A Facility on the Effective Closing Date or in respect of the Interim Facilities until the initial funding of the Interim Facilities on the Interim Closing Date (as defined in the Interim Facilities Agreement), (iii) unless you and (c) each of Bank of America and JPM shall we agree in writing, the Commitment Parties will retain exclusive control over all rights and obligations with respect to its commitments their respective Commitment in respect of the Senior Credit Facilities hereinTerm A Facility and the Interim Facilities, including all rights with respect to consents, waivers, modifications, supplements supplements, waivers and amendments, until the Effective Closing Date has occurredoccurred (in respect of the Term A Facility) or the initial funding of the Interim Facilities on the Interim Closing Date (as defined in the Interim Facilities Agreement) has occurred and (iv) the Lead Arrangers will not syndicate to (a) any person identified by the Borrower by name in writing to the Lead Arrangers on or prior to the date hereof as a disqualified person, (b) any clearly identifiable affiliate (solely by virtue of its name) of any person referred to in clause (a) above (other than bona fide diversified debt funds) and (c) competitors (and such competitors’ sponsors and affiliates identified in writing or clearly identifiable solely on the basis of their names (other than bona fide diversified debt funds)) of the Borrower, separately identified in writing by you to us after the date hereof and prior to the syndication of the Term A Facility (collectively, the “Disqualified Institutions”). After the Closing Date, the list of Disqualified Institutions may be updated from time to time to include competitors (and such competitors’ sponsors and affiliates identified in writing or clearly identifiable solely on the basis of their names (other than bona fide diversified debt funds)) of the Borrower separately identified in writing to the Administrative Agent. No such identification after the date hereof shall apply retroactively to disqualify any person that has previously acquired an assignment or participation of an interest in any of the Term A Facility with respect to such amounts previously acquired. Without limiting your obligations to assist with the syndication efforts as set forth hereinherein and notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, it is understood that our commitments with respect to the Incremental Term Facility and, to the extent applicable, the Backstop Facilities are Commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Incremental Term A Facility and, to the extent applicable, the Backstop Facilities and in no event shall the commencement or successful completion of the syndication of the Incremental Term A 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 availability of the Incremental Term A Facility andon the Closing Date or the Interim Facilities on the Interim Closing Date (as defined in the Interim Facilities Agreement), or the compliance with any of the other provisions set forth in clauses (i) through (vii) of the immediately preceding paragraph (other than the Certain Funds Provisions) shall not constitute a condition to the extent applicable, commitments hereunder or the Backstop Facilities in each case funding of the Term A Facility on the Effective DateClosing Date or any time thereafter or the Interim Facilities on the Interim Closing Date (as defined in the Interim Facilities Agreement).

Syndication. The Lead Arrangers intend Arranger may syndicate, prior to commence syndication and/or after the execution of the Senior Credit Facilities Documentation, all or a portion of the loans and commitments to one or more other lenders reasonably satisfactory to the Sponsor, it being agreed that each of the Existing Lenders is satisfactory to Sponsor, (collectively with GE Capital and any Existing Lender participating in the Credit Facility, the “Lenders”) pursuant to a syndication managed by the Lead Arranger (the “Syndication Process”) on the terms set forth in this Commitment Letter and in the Fee Letter. The Lead Arranger will commence the Syndication Process promptly upon after your acceptance of this Commitment Letter and the Fee Letter. The Lead Arranger will, in consultation with you, control all aspects of the Syndication Process, including timing, selection of prospective Lenders, the awarding of any titles, the determination of allocations and the amount of fees. You agree that no Lender will be permitted to receive compensation of any kind for its participation in the Credit Facility, except as expressly provided for in this Commitment Letter or the Fee Letter, without the prior written consent of the Lead Arranger. You agree to actively assist the Lead Arrangers in achieving a syndication of the Senior Credit Facilities that is satisfactory to the Lead Arrangers. Such assistance shall include your (a) providing and causing your advisors to provide (and using your use commercially reasonable efforts to cause the Target Target, each of its and its advisors your respective affiliates and all other necessary persons to provideassist) the Commitment Parties and Lead Arranger with the other Lenders upon request with all information reasonably deemed necessary by the Commitment Parties to complete syndication, Syndication Process 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”)without limitation, (bi) assisting participation in the meetings, (ii) preparation of information including a confidential information memorandum, presentations and other offering materials to be used in connection with the syndication of the Senior Credit Facilities Syndication Process (collectivelysuch information, the “Information Marketing 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 Commitment Parties in their syndication efforts, including by making your officers and advisors 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, (ii) our and our affiliates’ titles and roles in connection with the Senior Credit Facilities, and (iii) the amount, type and closing date confirmation of the Senior Credit Facilitiescompleteness and accuracy and, if applicable, “PUBLIC” nature of, and the signing of an authorization letter with respect to, such materials. You also authorize each Your obligations under this “Syndication” section shall terminate upon the Lead Arrangers and its affiliates to download copies earlier of the Company’s and its subsidiaries’ logos from its website, use copies thereof in SyndTrak or similar workspaces established by MLPFS in connection with the syndication completion of the Senior Credit Facilities Syndication Process and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication date 60 days after the consummation of the Senior Credit FacilitiesAcquisition. It is understood and agreed that MLPFS will manage and control all aspects Notwithstanding the foregoing, neither the commencement nor the completion of the syndication in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders (it being understood that the syndication of the Senior Credit Facilities Syndication Process 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 the Lenders will be at the sole and absolute discretion of MLPFS. Notwithstanding any other provision of this Commitment Letter to the contrary or any syndication, assignment or other transfer of Bank of America’s or JPM’s commitments in respect of the Senior Credit Facilities herein, (a) neither Bank of America nor JPM shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Term Facility and, to the extent 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 portion 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) 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 the Effective Dateour commitments and undertakings hereunder.

Syndication. The Lead Arrangers intend to commence syndication of the Senior Credit Facilities Bridge Facility promptly upon after your acceptance of the terms of this Commitment Letter and the Fee LetterLetter (as hereinafter defined) and the execution of the Acquisition Agreement (which syndication shall not reduce the commitments of the Initial Bridge Lenders hereunder, except as provided for in Section 8). You 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 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 Successful Syndication (as defined in the Senior Credit Facilities that is satisfactory to the Lead ArrangersFee Letter). Such assistance shall include your (a) your providing and causing your advisors to provide (provide, and using your commercially reasonable efforts to cause the Target Acquired Business, their subsidiaries and its their advisors to provide) , the Commitment Parties Lead Arrangers and the other Lenders upon reasonable request with all information reasonably deemed necessary by the Commitment Parties Lead Arrangers to complete such syndication, including, but not limited to, information and evaluations prepared by you, the Target Acquired Business and your or and its advisors, or on your or its behalf, relating to the transactions contemplated hereby Transactions (including the Projections (as hereinafter defined), the “Information”), (b) assisting your assistance in the preparation of 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, an “Information Memorandum”) and other customary marketing materials to be used in connection with the syndication of the Senior Credit Facilities Bridge Facility (collectivelycollectively 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 materially from your existing lending relationships and, to the extent practical and appropriate, the existing banking relationships and 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 Bridge Facility and (e) your otherwise reasonably assisting the Commitment Parties Lead Arrangers in their syndication efforts, including by making your officers and advisors available (advisors, and using your using commercially reasonable efforts to make the officers and advisors of the Target available) Acquired Business, 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 LendersLenders at times and places to be mutually agreed, subject to confidentiality agreements acceptable to Borrower and the Lead Arrangers. You hereby further agree that, following the Effective Date and at our own expense, we may to use commercially reasonable efforts to deliver to one or more investment banks appointed by you to 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, (ii) our and our affiliates’ titles and roles sell securities in connection with the Senior Credit FacilitiesNotes (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 predecessor 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. 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 subsidiaries (other than (i) the Senior Notes, (ii) the Term Loan Facility and (iii) the amount, type and closing date amendments or refinancings of the Senior Existing Credit Facilities. You also authorize each Agreement that do not increase the aggregate committed amount thereof and (iv) any other financing agreed by the Lead Arrangers and its affiliates Arrangers), in each case if such issuance, announcement, offering, placement or arrangement could reasonably be expected to download copies of materially impair the Company’s and its subsidiaries’ logos from its website, use copies thereof in SyndTrak or similar workspaces established by MLPFS in connection with the primary syndication of the Senior Credit Facilities and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Senior Credit FacilitiesBridge Facility. It is understood and agreed that MLPFS the Lead Arrangers will manage and control all aspects of the syndication of the Bridge Facility in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among 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)Lenders. It is understood that no Lender participating in the Senior Credit Facilities Bridge Facility will receive compensation from you in order to obtain its commitment, except on the terms contained herein, in the Summary of Terms herein and in the Term Sheet and 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 MLPFSthe Lead Arrangers. Notwithstanding any other provision of to the contrary contained in this Commitment Letter to the contrary or any syndicationother agreement or undertaking concerning the Bridge Facility, assignment but without limiting the conditions precedent in Section 5 hereof or other transfer of Bank of America’s or JPM’s commitments in respect of the Senior Credit Facilities hereinExhibit B, (a) neither Bank of America nor JPM shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Term Facility and, to the extent 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 portion 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) 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 without limiting your obligations to assist with syndication efforts as set forth hereinin this Xxxxxxx 0, it is understood that our commitments with respect to xxxx of the Incremental Term Facility andforegoing obligations under the provisions of this Section 2 nor the commencement, to the extent applicable, the Backstop Facilities are not conditioned upon conduct or completion of 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 contemplated by this paragraph or the following paragraph), constitute Section 2 is a condition to the commitment hereunder to fund commitments or the Incremental Term funding of the Bridge Facility and, to the extent applicable, the Backstop Facilities in each case on the Effective Closing Date.

Syndication. The Subject to Section 9 of this Commitment Letter, we reserve the right, prior to and/or after the execution of definitive documentation for the Facilities (which will be drafted by your counsel), to syndicate all or a portion of the Initial Lenders’ commitments with respect to the 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 us in consultation with you and subject to your consent (such consent not to be unreasonably withheld or delayed). Notwithstanding anything to the contrary contained herein, any resales or assignments of the 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 subsidiaries each specified by you in writing to the 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 earlier 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). We intend to commence syndication of the Senior Credit Facilities efforts promptly upon your acceptance the execution of this Commitment Letter Letter, and the Fee Letter. You you agree to actively assist the Lead Arrangers us in achieving completing a syndication of the Senior Credit Facilities that is reasonably satisfactory to us and you until the Lead Arrangersearlier to occur of a Successful Syndication and 60 days after the Closing Date. Such During such period, such assistance shall include your (a) providing your using commercially reasonable efforts to ensure that any syndication efforts benefit from Sponsor’s and causing your existing lending and investment 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 provide the 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 certain non-legal advisors of the Target) and the proposed Lenders, in all such cases at times mutually agreed upon, (c) assistance by you and the Sponsor (and, subject always to the extent expressly provided in the Merger Agreement, your 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 assistance 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”), (bTarget) assisting in the preparation 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 Senior Credit Facilities (collectivelyFacilities, 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 Commitment Parties in their syndication efforts, including by making your officers and advisors available (and your using commercially reasonable efforts to make obtain (which use of commercially reasonable efforts shall not require you to change the officers and advisors proposed terms of the Target available) from time Facilities), upon our request, prior to time to attend and make presentations regarding the business and prospects commencement of general syndication of the Company and its subsidiariesFacilities, 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) public ratings for the name of the Company, Facilities and (ii) our a public corporate credit rating and our affiliates’ titles and roles in connection with the Senior Credit Facilities, and (iii) the amount, type 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, use copies thereof in SyndTrak or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Senior Credit Facilities. It is understood and agreed that MLPFS will manage and control all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among 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 the Lenders will be at the sole and absolute discretion of MLPFS. Notwithstanding any other provision of this Commitment Letter to the contrary or any syndication, assignment or other transfer of Bank of America’s or JPM’s commitments public corporate family rating in respect of the Senior Credit Facilities hereinBorrower, (a) neither Bank of America nor JPM shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Term Facility and, to the extent 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 Datecase, from each of Standard & Poor’s Ratings Services (b“S&P”) no such syndicationand Xxxxx’x Investors Service, assignment or other transfer shall become effective with respect to any portion of Bank of America’s or JPM’s commitments in respect of the Senior Credit Facilities until the funding of the Incremental Term Facility andInc. (“Moody’s”), to the extent applicablerespectively, the initial funding of the Backstop Facilities in each case on the Effective Date and (ce) each the hosting, with the Arrangers, of Bank up to three meetings of America prospective Lenders at times 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 occurredlocations mutually agreed upon. Without limiting your obligations to assist with syndication efforts as set forth hereinabove, it 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 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”. 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 our commitments 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 Incremental Term Facility 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 Lead Arrangers will manage all aspects of any syndication in consultation with you, 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 allocation of the commitments among the Lenders, any naming rights and the amount and distribution of fees among the Lenders. To assist the Arrangers in their syndication efforts, you agree promptly to prepare and provide (and, subject always to the extent applicableprovided 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 Backstop Facilities are not conditioned upon Borrower, Redwood and their respective subsidiaries and the syndication ofTransactions (as defined in the Transaction Description), or receipt of commitments in respect ofincluding customary financial information and projections (such projections, the Incremental Term Facility and“Projections”), to as the extent applicableLead Arrangers may reasonably request in connection with the structuring, the Backstop Facilities arrangement and in no event shall the commencement or successful completion of syndication of the Incremental Term Facility and, Facilities. Notwithstanding anything herein to the extent applicablecontrary, the Backstop 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, nor debt incurred pursuant to the obligation Other Company Business Debt Commitment Letter (as defined in the Merger Agreement) or any indebtedness of the Target and its subsidiaries permitted to assist with syndication efforts as set forth herein (includingbe incurred or outstanding pursuant to the Merger Agreement and other indebtedness incurred in the ordinary course of business of the Target and its subsidiaries for capital expenditures and working capital purposes), without limitationthe consent of the Lead Arrangers, any if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndication 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 the Effective DateFacilities.

Syndication. The Lead Arrangers intend to commence syndication Borrower and the WCP Borrowers acknowledge that, without limitation of the Senior Credit Facilities promptly upon your acceptance provisions of Clause 25, the Lenders may assign or transfer their respective rights under this Commitment Letter Agreement ("Syndication") and the Fee Letter. You agree Borrower and the WCP Borrowers undertake to actively assist and co-operate with the Lead Arrangers Arranger in achieving a syndication of Syndication in such manner and to such extent as the Senior Credit Facilities that is satisfactory Arranger may from time to the Lead Arrangers. Such assistance shall include your time each reasonably request including, without limitation, by: (a) providing and causing your advisors both the Borrowers advisers and the WCP Xxxxxxxx's Borrowers' 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 Arranger with all reasonable information reasonably deemed necessary by the Commitment Parties Arranger to complete syndication, including, including but not limited to, to information and evaluations prepared by you, the Target Borrower the WCP Borrowers 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”), their respective advisers; (b) assisting in the preparation of materials to be used in connection with the syndication of the Senior Credit Facilities (collectively, the “an Information Materials”), Memorandum; (c) using your commercially reasonable efforts to ensure that the syndication efforts making available officers of the Lead Arrangers benefit materially from your existing banking relationships Borrower the WCP Borrowers and (d) otherwise reasonably assisting the Commitment Parties in their syndication efforts, including by making your officers and advisors available (and your using commercially reasonable efforts to make the officers and advisors of the Target available) ChiRex Inc. from time to time and, as may reasonably be requested, causing such officers to attend and make presentations regarding the business and prospects of the Company Borrower the WCP Borrowers and its subsidiaries, the Target and its subsidiaries and the TransactionsChiRex Inc., as appropriate, at one a meeting or more meetings of Lenders or prospective Lenders. You hereby agree that, ; (d) arranging and conducting appropriate Borrower site visits for the Arranger; (e) selecting Interest Periods having a duration of not more than one month in respect of all Advances made for the first six months following the Effective Date date of this Agreement or, if earlier, the date on which the Agent notifies the Borrower and at our own expense, we may place advertisements in financial and other newspapers and periodicals, and circulate similar promotional materials, the WCP Borrowers that in the form Agent's determination Syndication is completed, which the Agent hereby agrees to do promptly upon completion of a “tombstone” Syndication; and (f) refraining and causing its subsidiaries to refrain, from placing any of their respective borrowings in the English, French, Spanish or otherwise, containing information customarily included in such advertisements and materials, including international financial or capital markets until the earlier of (i) six months after the name date of the Companythis Agreement, and (ii) our and our affiliates’ titles and roles in connection with the Senior Credit Facilities, and (iii) the amount, type and closing date completion 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, use copies thereof in SyndTrak or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Senior Credit Facilities. It is understood and agreed that MLPFS will manage and control all aspects of the syndication in consultation with you, including decisions Syndication as notified to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted Borrower and the final allocations of WCP Borrowers by the commitments among 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 the Lenders will be at the sole and absolute discretion of MLPFS. Notwithstanding any other provision of this Commitment Letter to the contrary or any syndication, assignment or other transfer of Bank of America’s or JPM’s commitments in respect of the Senior Credit Facilities herein, (a) neither Bank of America nor JPM shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Term Facility and, to the extent 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 portion 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) 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 the Effective DateAgent.

Syndication. The We reserve the right to syndicate all or a portion of our commitments with respect to the Facilities to a group of Lenders identified by us (in consultation with you and subject to your consent rights set forth in Section 11.06 of the Credit Agreement) pursuant to a syndication to be managed exclusively by the Lead Arrangers intend to commence Persons permitted to be Lenders pursuant to Section 11.06 of the Credit Agreement. All aspects of the syndication of the Senior Credit Facilities promptly upon your acceptance Facilities, including, without limitation, timing, potential syndicate members to be approached, titles, allocations and division of this Commitment Letter fees, shall be determined by (and the Fee Letter. You agree to actively assist coordinated through) the Lead Arrangers in achieving consultation with you. We intend to commence our syndication efforts with respect to the Facilities promptly upon the occurrence of the Effective Date, and you agree actively to assist us in completing a syndication until the earlier of (i) [REDACTED] after the Closing Date and (ii) the date on which a Successful Syndication of the Senior Credit Facilities that is satisfactory to the Lead Arrangersoccurs. Such assistance shall include your (a) providing your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your and causing your the Target Group’s existing lending and investment banking relationships, (b) direct contact between senior management, representatives and advisors to provide of you (and your using commercially reasonable efforts to cause direct contact between senior management, representatives and advisors of the Target Group), on the one hand and the 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) assistance by you (and your using commercially reasonable efforts to cause the assistance by the Target Group) in the prompt preparation of a customary confidential information memorandum for the Facilities and its advisors to provide) the Commitment Parties other customary marketing materials and the other Lenders upon request with all information reasonably deemed necessary by the Commitment Parties Lead Arrangers 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 a successful syndication of the Senior Credit Facilities (collectively, the “Information Materials”) for delivery to potential syndicate members and participants, including, without limitation, estimates, forecasts, projections and other forward-looking financial information regarding the future performance of Parent and its subsidiaries (collectively, the “Projections”), (cd) using the hosting, with the Lead Arrangers, of one or more meetings with prospective Lenders at reasonable dates, times and locations, (e) prior to the earlier of (i) [REDACTED] after the Closing Date and (ii) the date on which a Successful Syndication of the Facilities occurs, your commercially reasonable efforts to ensure 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 syndication efforts Facilities) if such debt securities or syndicated credit facilities would reasonably be expected to, in the judgment of the Lead Arrangers benefit Arrangers, materially from your existing banking relationships impair the primary syndication of the Facilities, and (df) otherwise reasonably assisting the Commitment Parties in their syndication efforts, including by making your officers and advisors available (and your using commercially reasonable efforts to make obtain, prior to the officers and advisors launch of the Target available) from time to time to attend and make presentations regarding the business and prospects syndication of the Company and its subsidiariesFacilities, 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) ratings for the name Facilities from each of the Company, S&P and Xxxxx’x and (ii) our an updated public corporate rating and our affiliates’ titles public corporate family rating, as applicable, in each case, from S&P and roles Xxxxx’x after giving effect to the Transaction, respectively; provided that, in each case, such assistance shall be subject to the 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 Lead Arrangers (or any other Agent) to any Lender in connection with the Senior Credit FacilitiesFacilities will, and (iii) at the amount, type and closing date request 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 websiteArrangers, use copies thereof in SyndTrak be identified by you as either (i) containing information that is either (A) publicly available or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Senior Credit Facilities. It is understood and agreed that MLPFS will manage and control all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among 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 LetterB) 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 the Lenders will be at the sole and absolute discretion of MLPFS. Notwithstanding any other provision of this Commitment Letter to the contrary or any syndication, assignment or other transfer of Bank of America’s or JPM’s commitments in respect of the Senior Credit Facilities herein, (a) neither Bank of America nor JPM shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Term Facility and, to the extent 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 not material with respect to any portion of Bank of America’s Parent or JPM’s commitments in respect of its Subsidiaries or 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) 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, Target Group 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)their respective securities for purposes of applicable foreign, constitute a condition 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 the commitment hereunder to fund the Incremental Term Facility and, to the extent applicable, the Backstop Facilities in each case on the Effective Date.herein as “Private Lender Information”) or

Syndication. The Lead Arrangers intend Arranger intends to commence syndication of the Senior Credit Facilities Term Facility promptly upon your acceptance following the date hereof to prospective lenders (together with the Initial Term Lenders, the “Lenders”) in consultation with you and until the earlier to occur of this Commitment Letter and the Fee Letter. You agree to actively assist the Lead Arrangers in achieving a syndication of the Senior Credit Facilities that is satisfactory to the 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 Commitment Parties in their syndication efforts, including by making your officers and advisors 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, (ii) our and our affiliates’ titles and roles in connection with the Senior Credit Facilities, and (iii) the amount, type 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, use copies thereof in SyndTrak or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Senior Credit Facilities. It is understood and agreed that MLPFS will manage and control all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among 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 Letter among us and you dated the Senior Credit Facilities will receive compensation from you in order to obtain its commitment, except on date hereof (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 MLPFS. Notwithstanding any other provision of this Commitment Letter to the contrary or any syndication, assignment or other transfer of Bank of America’s or JPM’s commitments in respect of the Senior Credit Facilities herein, (ab) neither Bank of America nor JPM shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Term Facility and, to the extent applicable, its commitment to the Backstop Facilities on the Effective Date) as a result of such syndication, assignment or other transfer until after 60 days following the funding of the Incremental Term Facility (such earlier date, the “Syndication Date”), you agree to use commercially reasonable efforts to 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, to the extent applicableunless you agree in writing, 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 portion 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) each of Bank of America and JPM Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Senior Credit Facilities hereincommitments, including all rights with respect to consents, waivers, modifications, supplements waivers and amendments, until after the Effective initial funding of the Term Facility on the Closing Date has occurred. Without limiting 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 obligations commercially reasonable efforts (a) to provide and cause your advisors to provide the Lead Arranger and the 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) to assist with syndication efforts as set forth hereinthe Lead Arranger upon request in the preparation of customary marketing materials (the “Marketing Materials”), it is understood that our commitments including a customary information memorandum with respect to the Incremental Term Facility andin form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Lead Arranger, to be used in connection with the extent syndication of the Term Facility (the “Confidential Information Memorandum”); (c) upon reasonable advanced notice to make available your senior officers and representatives, to make telephonic or in-person presentations regarding the business and prospects of the Borrower and its 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 Backstop Facilities are not conditioned upon 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 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 ofof 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 subsidiaries. Notwithstanding the foregoing in this Section 3 and our right to syndicate our commitment hereunder, or it is agreed that the success of any syndication of and receipt of commitments in respect ofof 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 Incremental Term Facility andLead Arranger will lead the syndication and will manage, to the extent applicablein consultation with you, the Backstop Facilities and in no event shall the commencement or successful completion of syndication all aspects of the Incremental Term Facility andsyndication, to the extent applicable, the Backstop Facilities, nor the obligation to assist with syndication efforts as set forth herein (including, without limitation, selection of lenders, determination of when the Lead Arranger will approach potential lenders and the time of acceptance of the lenders’ commitments, any naming rights, the final allocations of the commitments among 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 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 agreements in this paragraph or their respective securities or the following paragraphAcquisition 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”), constitute which at a condition 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 commitment hereunder to fund Term Facility, (b) administrative materials prepared by the Incremental 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. 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 Public Version of the Marketing Materials only includes non-MNPI and (iii) exculpate you, the Seller and us and your, our and their respective affiliates with respect to any liability related to the misuse (or, in the case of us and our affiliates, use) of the contents of the Marketing Materials or related materials by the recipients thereof and, in the case of us, any liability with respect to the extent applicable, the Backstop Facilities in each case on the Effective Datecontents of such Marketing Materials or related materials.

Syndication. The Lead Arrangers intend to commence syndication and reserve the right, on and after the date of the Senior Credit Facilities promptly upon your acceptance of this Commitment Letter and (the Fee Letter. You agree “Signing Date”), to actively assist syndicate the Lead Arrangers Facilities to the Lenders (as such term is defined in achieving a syndication each of the Senior Credit Facilities that is satisfactory to Term Sheets) (collectively with the 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)Initial Lenders, the “InformationLenders”), (b) assisting in . Notwithstanding the preparation of materials to be used in connection with the syndication of the Senior Credit Facilities (collectivelyforegoing, the “Information Materials”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), (c) using your commercially reasonable efforts separately identified in writing by you to ensure that us prior to the syndication efforts of date hereof or to the Lead Arrangers benefit materially from your existing banking relationships and (d) otherwise reasonably assisting the Commitment Parties in their syndication efforts, including by making your officers and advisors available (and your using commercially reasonable efforts to make the officers and advisors of the Target available) applicable Administrative Agent from time to time after the Closing Date (such Lenders, “Disqualified Lenders”). Notwithstanding the Arrangers’ right to attend syndicate the Facilities and make presentations regarding the business and prospects of the Company and its subsidiariesreceive 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), 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, (ii) our and our affiliates’ titles and roles in connection with the Senior Credit Facilities, and (iii) the amount, type 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, use copies thereof in SyndTrak or similar workspaces established by MLPFS in connection with the syndication of the Senior Credit Facilities and use such logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Senior Credit Facilities. It is understood and agreed that MLPFS will manage and control all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among 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 Initial 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 MLPFS. Notwithstanding any other provision of this Commitment Letter to the contrary or any syndication, assignment or other transfer of Bank of America’s or JPM’s commitments in respect of the Senior Credit Facilities herein, (a) neither Bank of America nor JPM shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its commitment to the Incremental Term Facility and, to the extent applicable, its commitment to the Backstop Facilities on the Effective Date) as a result date of effectiveness of, and initial funding under, the Facilities (the date of such effectiveness and funding, the “Closing Date”)) in connection with any syndication, assignment or other transfer participation of the Facilities, including its commitments in respect thereof, 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 DateClosing Date has occurred, (bii) no such syndication, assignment or other transfer novation by any Initial Lender shall become effective with respect to all or any portion of Bank of America’s or JPMany Initial Lender’s commitments in respect of the Senior Credit Facilities until the funding of the Incremental Term Facility and, to the extent applicable, after the initial funding of the Backstop Facilities in each case on the Effective Closing Date has occurred and (ciii) unless you otherwise agree in writing, each of Bank of America and JPM Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Senior Credit Facilities hereinFacilities, including all rights with respect to consents, waivers, modifications, supplements supplements, waivers and amendments, until the Effective Closing Date has occurred. The Arrangers will lead the syndication, including determining, in consultation with you, the timing of all offers to potential 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 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 Arrangers will determine the final commitment allocations and will notify the Company of such determinations. The Company agrees to use commercially reasonable efforts to ensure that the Arrangers’ syndication efforts benefit from the existing lending and investment 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) the 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 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 our the Initial Lenders’ commitments with respect to the Incremental Term Facility and, to the extent applicable, the Backstop Facilities hereunder 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), Facilities constitute a condition to the commitment hereunder availability of the Credit Facilities on the Closing Date. The Company agrees to, and agrees to fund use commercially reasonable efforts to have the Incremental Term Facility andTarget, 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 (a) a Successful Syndication and (b) 60 days following the extent applicableClosing Date, including: (i) your assistance in preparing, as soon as practicable after the Backstop date of this Commitment Letter, a customary information memorandum and other customary presentation materials (collectively, “Facilities Marketing Materials”) in 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 (“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 Company (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 Arrangers at places and times reasonably requested by the Arrangers and mutually agreed upon one or more meetings with prospective Lenders; 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 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 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 connection with the syndication of the Facilities shall be those required to be delivered pursuant to paragraphs 2 and 3 of Exhibit D. Notwithstanding anything to the contrary contained in 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), shall not constitute a condition to the commitments hereunder or the funding of the Facilities on the Effective 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 preparation of 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) to prospective Lenders that are not Public Lenders, you will provide us with a customary letter authorizing the dissemination of such materials and (ii) 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 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 distributed to Public Lenders.