Common use of Debt Financing Clause in Contracts

Debt Financing. The Company has delivered to Investor and the Lien Purchasers complete and correct copies of (i) a fully executed commitment letter from the financial institutions named therein (the “Debt Commitment Letter”), together with any related fee letter(s) (the “Fee Letter(s)),” pursuant to which such financial institutions (the “Financing Source”) have committed, upon the terms and subject to the conditions set forth therein, to enter into the Amended and Restated Credit Agreement. As of the date hereof the Debt Commitment Letter is in full force and effect and constitutes a valid and binding obligation of the Company and, to the knowledge of the Company, the Financing Sources, enforceable against such parties in accordance with its terms, except as may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors’ rights generally, and subject to principles of equity and public policy. All fees (including amounts previously owed but unpaid) required to be paid in connection with the Commitment Letter have either been paid in full prior to the date hereof or are fully set forth in the Commitment Letter (or the Fee Letter(s)) and will be duly paid in full or waived, as applicable, as and when due and the Company has otherwise satisfied all of the other terms and conditions required to be satisfied by it pursuant to and at the times required as set forth in the Debt Commitment Letter (or the Fee Letter(s)) on or prior to the date hereof. The Debt Commitment Letter and the Fee Letter(s) have not been amended, modified or terminated on or prior to the date hereof and no such amendment, modification or termination is contemplated as of the date hereof, and any such amendment, modification or termination on or after the date hereof shall not be effective unless consented to in writing by Investor (and by Vital to the extent any such amendment, modification or termination, or the direct or indirect effects thereof, is adverse to Vital or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and Vital; and by TopLids to the extent any such amendment, modification or termination is adverse to TopLids or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and TopLids). As of the date hereof no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default by the Company under the Debt Commitment Letter. The execution of the Amended and Restated Credit Agreement is subject to no conditions precedent other than those expressly set forth in the copies of the Debt Commitment Letter delivered by the Company to Investor prior to the date hereof.

Debt Financing. The Company Parent has delivered to Investor and the Lien Purchasers complete Company a true and correct copies copy of (i) a fully an executed debt commitment letter from to Parent (the financial institutions “Commitment Letter”) pursuant to which the lender named therein (the “Debt Commitment Letter”), together with any related fee letter(s) (the “Fee Letter(s)),” pursuant to which such financial institutions (the “Financing SourceLender”) have has committed, upon subject only to the terms and subject to the conditions set forth therein, to enter into lend Parent (and certain of Parent’s Subsidiaries) the Amended amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. Parent has also delivered to the Company a true and Restated Credit Agreementcomplete (other than the redactions referenced herein) copy of any fee letter related to the Commitment Letter (it being understood that any such fee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, pricing caps and certain economic terms (including economic flex terms), which redacted information does not adversely affect the amount, availability or conditionality of the funding of the Financing) (any such fee letter, a “Fee Letter”). As of the date hereof hereof, the Debt Commitment Letter is and the Fee Letters (i) are in full force and effect and constitutes (ii) have not been withdrawn or terminated or otherwise amended or modified in any respect. As of the date hereof, each Fee Letter and the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of the Company Parent and, to the knowledge of Parent, the Companyother parties thereto, subject in each case to the bankruptcy and principles of equity exceptions. As of the date hereof, there are no other agreements, side letters, understandings or arrangements relating to the Commitment Letter or Fee Letters, the Financing Sources, enforceable against such parties in accordance with or any alternative debt financing for the transactions contemplated hereby to which Parent or any of its terms, except as may be limited by Subsidiaries is a party (other than the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors’ rights generally, and subject to principles of equity and public policy. All fees (including amounts previously owed but unpaid) required to be paid in connection with the Commitment Letter have either been paid in full prior to the date hereof or are fully set forth in the Commitment Letter (or the Fee Letter(s)) and will be duly paid in full or waived, as applicable, as and when due and the Company has otherwise satisfied all of the other terms and conditions required to be satisfied by it pursuant to and at the times required as set forth in the Debt Commitment Letter (or the Fee Letter(s)) on or prior to the date hereof. The Debt Commitment Letter and the Fee Letter(s) have not been amended, modified or terminated on or prior to the date hereof and no such amendment, modification or termination is contemplated as of the date hereof, and any such amendment, modification or termination on or after the date hereof shall not be effective unless consented to in writing by Investor (and by Vital to the extent any such amendment, modification or termination, or the direct or indirect effects thereof, is adverse to Vital or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and Vital; and by TopLids to the extent any such amendment, modification or termination is adverse to TopLids or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and TopLidsLetters). As of the date hereof hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any term or default by the Company under the Debt Commitment Letter. The execution condition of the Amended and Restated Credit Agreement is subject to Commitment Letter or Fee Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than those as expressly set forth in the copies of Commitment Letter. Parent has (or has caused to be) fully paid any and all commitment fees or other fees required by the Debt Commitment Letter delivered or Fee Letters to be paid by the Company to Investor it on or prior to the date of this Agreement. As of the date hereof, assuming the accuracy of the representations and warranties set forth in Section 5.1 and the performance by the Company of its obligations under Article VI and the satisfaction of the conditions set forth in Article VII, Parent is not aware of any fact or occurrence that, with or without notice, lapse of time or both, would reasonably be expected to (i) result in any of the conditions in the Commitment Letter not being satisfied, or (ii) otherwise result in the Financing not being available on a timely basis and in a sufficient amount, in each case in order to consummate the transactions contemplated by this Agreement. The net proceeds from the Financing, together with cash on hand of Parent and its Subsidiaries and the Company and the Subsidiaries, will be sufficient to consummate the transactions contemplated by this Agreement. Parent confirms that it is not a condition to Closing or any of its other obligations under this Agreement that Parent obtain financing for or in connection with the transactions contemplated by this Agreement.

Debt Financing. The Company (a) Parent has delivered to Investor the Company Parties true and the Lien Purchasers complete and correct copies of (i) a fully executed debt commitment letter from letters (including all exhibits, schedules, annexes, supplements and term sheets forming part thereof) addressed to Parent, dated as of the financial institutions named therein date hereof (the “Debt Commitment Letter”), together with any related fee letter(s) from HPSIP (acting through such of its affiliates, affiliated or managed funds and separately managed accounts as it deems appropriate, collectively, the “Fee Letter(sLenders”)),” , a copy of which is attached hereto as Exhibit F, pursuant to which such financial institutions (the “Financing Source”) Lenders have committed, upon the terms and subject only to the express conditions set forth therein, to enter into provide Parent with debt financing for the Amended and Restated Credit Agreement. As of purposes set forth therein, including to support the date hereof transactions contemplated hereby (the “Debt Financing”). (b) The Debt Commitment Letter is the legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto, is in full force and effect and constitutes a valid and binding obligation of the Company is enforceable against Parent and, to the knowledge of the CompanyParent, the Financing Sourcesother parties thereto, enforceable against such parties in accordance with its terms, except as enforceability may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws other requirements of Law relating to or affecting the enforcement of creditors’ rights generally, and subject to generally or by equitable principles (regardless of equity and public policy. All fees whether enforcement is sought at law or in equity). (including amounts previously owed but unpaidc) required to be paid in connection with the Commitment Letter have either been paid in full prior to the date hereof or are fully set forth in the Commitment Letter (or the Fee Letter(s)) and will be duly paid in full or waived, as applicable, as and when due and the Company has otherwise satisfied all of the other terms and conditions required to be satisfied by it pursuant to and at the times required Except as set forth in the Debt Commitment Letter (or Letter, there is no condition precedent to the Fee Letter(s)) on or prior obligations of the Lenders to fund the Debt Financing or, as of the date hereof. The , any other written agreements, side letters or arrangements to which Parent or any of its Affiliates is party relating to the Debt Financing that contain any conditions precedent to the funding of the Debt Financing or permit the imposition of new or additional conditions precedent or the expansion of any existing conditions precedent to the funding of the Debt Financing. (d) As of the date hereof, (i) the Debt Commitment Letter and the Fee Letter(s) have has not been amended, amended or modified or terminated on or prior to the date hereof (and no such amendment, amendment or modification or termination is contemplated as of the date hereof, ) and (ii) the respective commitments set forth in the Debt Commitment Letter have not been withdrawn or rescinded in any respect (and no such amendment, modification withdrawal or termination on or after rescission is contemplated as of the date hereof shall not hereof), in the case of each of clauses (i) and (ii), in a manner that would reasonably be effective unless consented expected to materially adversely affect the amount or availability of the Debt Financing on the Closing Date. Assuming the accuracy of the information provided to Parent or its Affiliates by or on behalf of the Company Parties or any of its Affiliates, as of the date hereof, no event has occurred which would result in writing any breach by Investor Parent of, or constitute a default by Parent under (and by Vital or an event which with notice or lapse of time or both would constitute a default), the Debt Commitment Letter or, to the extent any such amendment, modification or termination, or knowledge of Parent otherwise materially adversely affect the direct or indirect effects thereof, is adverse to Vital or its affiliates, availability of the Debt Financing on the Closing Date (assuming satisfaction of the conditions set forth in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and Vital; and by TopLids to the extent any such amendment, modification or termination is adverse to TopLids or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and TopLidsArticle VI). As of the date hereof hereof, Parent (i) is not aware of any fact or occurrence that makes any of the representations or warranties of Parent in the Debt Commitment Letter inaccurate in any material respect, (ii) has no event reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter and (iii) has occurred whichno reason to believe that any portion of the Debt Financing will not be made available to Parent on the Closing Date (assuming satisfaction of the conditions set forth in Article VI), with or without notice, lapse including any reason to believe that any of time or both, would constitute a breach or default by the Company Lenders will not perform their respective funding obligations under the Debt Commitment Letter. The execution of the Amended Letter in accordance with its terms and Restated Credit Agreement is subject to no conditions precedent other than those expressly set forth in the copies of the Debt Commitment Letter delivered by the Company to Investor prior to the date hereofconditions.

Debt Financing. (a) The Company Buyer has delivered to Investor the Seller a true and the Lien Purchasers complete and correct copies copy of (i) a fully executed commitment letter from (as amended, amended and restated, supplemented or otherwise modified with the financial institutions named therein (prior written consent of the Seller or as permitted or required by Section 6.8, including with respect to any Alternate Financing, the “Debt Commitment Letter”), together ) from the Lenders to provide the Buyer with any related the debt financing set forth therein (the “Debt Financing”) and the fee letter(s) letter between the Buyer and the Lenders (the “Fee Letter(sLetter”)),” pursuant to , which such financial institutions (the “Financing Source”) have committed, upon the terms and subject Fee Letter may be redacted in a manner reasonably satisfactory to the conditions set forth therein, to enter into the Amended and Restated Credit AgreementLenders. As The proceeds of the date hereof Debt Financing will be used to pay the Final Purchase Price and the fees and expenses of the Buyer relating to the transactions contemplated by the Transaction Documents. The Debt Commitment Letter in the form so provided is in full force and effect as of the date hereof and constitutes is a valid valid, legal, binding and binding enforceable obligation of the Company and, to the knowledge of the Company, the Financing Sources, enforceable against such parties in accordance with its termsBuyer, except as enforceability may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws Laws affecting the enforcement of creditors’ rights generally, generally and subject to by general principles of equity (whether enforcement is sought at law or in equity), and public policyto the Knowledge of the Buyer, the other parties thereto. All fees In addition, (including amounts previously owed but unpaidi) required to be paid the Debt Commitment Letter has not been amended, restated or otherwise modified or waived except, in connection each case, with the prior written consent of the Seller or as permitted or required by Section 6.8, (ii) the financing commitments in the Debt Commitment Letter have either not been paid in full prior withdrawn or terminated and no such withdrawal or termination is contemplated by the Buyer or any of its Affiliates or, to the Knowledge of the Buyer as of the date hereof hereof, any other party thereto, (iii) as of the date hereof, there are no side letters or are fully set forth in written understandings to which Buyer or any of its Affiliates is party that interpret the Debt Commitment Letter (or contain or impose additional obligations or conditions upon the Fee Letter(s)) and will be duly paid in full Buyer or waivedany of its Affiliates, as applicable, as and when due and that would affect the Company has otherwise satisfied all availability of the other Debt Financing in accordance with the terms of the Debt Commitment Letter and (iv) as of the date hereof, none of the Buyer or its Affiliates is in breach of any of the terms or conditions required to be satisfied by it pursuant to and at the times required as set forth in the Debt Commitment Letter (or the Fee Letter(s)) on or prior and, subject to the date hereof. The Debt Commitment Letter and the Fee Letter(s) have not been amended, modified or terminated on or prior to the date hereof and no such amendment, modification or termination is contemplated as accuracy of the date hereof, representations and any such amendment, modification or termination on or after the date hereof shall not be effective unless consented to in writing by Investor (and by Vital to the extent any such amendment, modification or termination, or the direct or indirect effects thereof, is adverse to Vital or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and Vital; and by TopLids to the extent any such amendment, modification or termination is adverse to TopLids or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and TopLids). As warranties of the date hereof Seller set forth in Article 4, no event has occurred whichthat, with or without notice, lapse of time or both, would could reasonably be expected to constitute a breach or default by on the Company part of the Buyer or any of its Affiliates or, to the Knowledge of the Buyer, any other party thereto under any term or condition of the Debt Commitment Letter. The execution Buyer has fully paid any and all commitment fees and other fees in connection with the Debt Commitment Letter that are payable in accordance with the terms of the Amended Debt Commitment Letter. (b) Subject to the satisfaction of the conditions set forth in Articles 8 and Restated Credit 9, the Buyer has no reason to believe that any of the conditions to the Debt Financing will not be satisfied on the Closing Date or that the Debt Financing or any portion thereof will otherwise not be available to the Buyer on the Closing Date. The net proceeds from the Debt Financing, when funded in accordance with the Debt Commitment Letter, will, together with the proceeds of the equity committed to be contributed to the Buyer pursuant to the terms of the Equity Commitment Letter, in the aggregate, constitute all of the financing required for the consummation of the Transactions pursuant to the terms of this Agreement is subject and be sufficient for the satisfaction of all of the Buyer’s obligations under the Transaction Documents, including the payment of the Final Purchase Price and any other amounts required to be paid in connection with the consummation of the Transactions. There are no conditions precedent or other contingencies (including in the Fee Letter), other than those as expressly set forth in the copies of Debt Commitment Letter, to the Lenders’ obligations to fund the Debt Commitment Letter delivered by Financing on the Company to Investor prior to the date hereofClosing Date.

Debt Financing. The Company (a) Purchaser has delivered to Investor and the Lien Purchasers complete Company a true and correct copies copy of (i) a fully an executed debt commitment letter addressed to Purchaser from KeyBanc Capital Markets, Inc., KeyBank National Association, SunTrust Bank, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., Regions Bank and Regions Capital Markets (the financial institutions named therein “Committed Lenders”) (including all exhibits, annexes, schedules and term sheets thereto together with each executed fee letter (the “Fee Letter”) associated therewith (which may be redacted in a customary manner, including, without limitation, with respect to fee amounts, post-closing securities demand provisions, economic terms, flex terms and required “hold” levels), collectively, the “Debt Commitment Letter”, and the financing contemplated thereby, the “Debt Financing”), together with any related fee letter(s) (dated on or before the “Fee Letter(s)),” date hereof, pursuant to which such financial institutions (the “Financing Source”) Committed Lenders have committed, upon on the terms and subject to the conditions set forth therein, to enter into lend Purchaser the Amended amounts set forth therein for the purpose of financing the transactions contemplated by this Agreement. Purchaser’s cash on hand, together with the aggregate amount of the funding to be provided in the Debt Financing (including after giving effect to all “flex” provisions contained therein), is sufficient to pay all amounts required to be paid by Purchaser hereunder and Restated Credit Agreementall related fees and expenses hereunder and under the Debt Financing. As of the date hereof hereof, the Debt Commitment Letter is in full force and effect and constitutes has not been withdrawn or terminated or otherwise amended or modified in any respect, and no such amendment or modification is pending or contemplated. The Debt Commitment Letter is a legal, valid and binding obligation of the Company Purchaser and, to the knowledge of the CompanyPurchaser, the Financing Sources, enforceable against such other parties in accordance with its termsthereto, except as may be limited by the effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws from time to time in effect affecting the enforcement of creditors’ rights generally, and subject to remedies generally and by general principles of equity and public policy(regardless of whether considered in a proceeding in equity or at law). All fees Purchaser has entered into the Engagement Letter (including amounts previously owed but unpaid) required to be paid in connection with the Commitment Letter have either been paid in full prior to the date hereof or are fully set forth as defined in the Debt Commitment Letter (or Letter) contemplated by the Fee Letter(s)) and will be duly paid in full or waived, as applicable, as and when due and the Company has otherwise satisfied all last paragraph of the other terms and conditions required to be satisfied by it pursuant to and at the times required as set forth in Section 2 of the Debt Commitment Letter (or the Fee Letter(s)“Note Engagement Letter”) on or prior and such Note Engagement Letter is a legal, valid and binding obligation of Purchaser and, to the date hereofknowledge of Purchaser, the other parties thereto, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). The Except for the Debt Commitment Letter and the Fee Letter(s) have not been amendedNote Engagement Letter (and the related fee credit letter), modified there are no other agreements, side letters, undertakings or terminated on or prior arrangements relating to the date hereof and no such amendmentDebt Financing to which Purchaser is a party. To Purchaser’s knowledge, modification or termination is contemplated as of the date hereof, and any such amendment, modification or termination on or after the date hereof shall not be effective unless consented to in writing by Investor (and by Vital to the extent any such amendment, modification or termination, or the direct or indirect effects thereof, is adverse to Vital or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and Vital; and by TopLids to the extent any such amendment, modification or termination is adverse to TopLids or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and TopLids). As of the date hereof no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Purchaser under any term or default by the Company under condition of the Debt Commitment Letter. The execution of the Amended and Restated Credit Agreement is subject to There are no conditions precedent or other contingencies, including any subsequent approval process, related to the funding of the full amount of the Debt Financing, other than those expressly set forth in the copies of Financing Conditions, and the Debt Commitment Letter delivered does not provide that the parties thereto may impose additional conditions or other contingences to such funding. Purchaser has fully paid any and all commitment fees or other fees required by the Company Debt Commitment Letter to Investor be paid by it on or prior to the date hereof. As of the date hereof, Purchaser is not aware of any fact or occurrence that, with or without notice, lapse of time or both, would reasonably be expected to (i) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect; (ii) result in any of the terms or conditions in the Debt Commitment Letter not being satisfied; (iii) cause the Debt Commitment Letter to be ineffective; or (iv) otherwise result in the Debt Financing not being available on a timely basis in order to consummate the transactions contemplated by this Agreement. None of (x) the provisions redacted in the Fee Letter, or (y) the provisions of the Note Engagement Letter (or the related fee credit letter) will limit, prevent, impede or delay the consummation of the Debt Financing in any manner. (b) Purchaser confirms that it is not a condition to Closing or any of its other obligations under this Agreement that Purchaser obtain financing for or in connection with the transactions contemplated by this Agreement.

Debt Financing. The Company has delivered (a) Each of Guarantor and Parent shall use commercially reasonable efforts to Investor take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Lien Purchasers complete and correct copies of (i) a fully executed commitment letter from the financial institutions named therein (the “Debt Commitment Letter”), together with any related fee letter(s) (the “Fee Letter(s)),” pursuant to which such financial institutions (the “Financing Source”) have committed, upon on the terms and subject only to the conditions set forth therein, to enter into the Amended and Restated Credit Agreement. As of the date hereof the Debt Commitment Letter is in full force and effect and constitutes a valid and binding obligation of the Company and, to the knowledge of the Company, the Financing Sources, enforceable against such parties in accordance with its terms, except as may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors’ rights generally, and subject to principles of equity and public policy. All fees (including amounts previously owed but unpaidthe market “flex” provisions) required to be paid in connection with the Commitment Letter have either been paid in full prior to the date hereof or are fully set forth in the Debt Commitment Letter Letter, including using commercially reasonable efforts to (or i) maintain in effect and comply with the Fee Letter(s)Debt Commitment Letter, (ii) negotiate and will be duly paid in full or waived, as applicable, as and when due and enter into definitive agreements with respect to the Company has otherwise satisfied all of Debt Financing on the other terms and subject only to the conditions required to be satisfied by it pursuant to and at (including the times required as market “flex” provisions) set forth in the Debt Commitment Letter (or the Fee Letter(s)) on or prior other terms subject to the date hereof. The following sentence) so that such agreements are in effect on the Closing Date, (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Debt Commitment Letter that are within their control, (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Fee Letter(sMerger, draw the Debt Financing in the amount required to consummate the Transactions on the Closing Date and (v) have not been amended, modified or terminated on or prior to the date hereof and no such amendment, modification or termination is contemplated as of the date hereof, and any such amendment, modification or termination on or after the date hereof shall not be effective unless consented to in writing by Investor (and by Vital to the extent any such amendment, modification or termination, or the direct or indirect effects thereof, is adverse to Vital or enforce its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and Vital; and by TopLids to the extent any such amendment, modification or termination is adverse to TopLids or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and TopLids). As of the date hereof no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default by the Company rights under the Debt Commitment Letter. The execution Guarantor and Parent shall not, without the prior written consent of the Amended and Restated Credit Agreement is subject Company, agree to no conditions precedent other than those expressly set forth in the copies or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Debt Commitment Letter delivered if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Debt Financing (including by increasing the Company amount of fees to Investor prior to the date hereof.be paid or original issue discount as

Debt Financing. The Company (a) Buyer has delivered to Investor and the Lien Purchasers Company a true, complete and correct copies of (i) a fully executed copy of a commitment letter (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and as amended from time to time after the financial institutions named therein (date hereof in compliance with Section 6.9, the “Debt Commitment Letter”), together ) from the Debt Financing Sources identified therein confirming their respective commitments to provide Buyer or the Debt Financing Subsidiary with any related fee letter(s) debt financing in connection with the transactions contemplated hereby in the amount set forth therein (the “Fee Letter(sDebt Financing”)),” pursuant to which such financial institutions (the “Financing Source”b) have committed, upon the terms and subject to the conditions set forth therein, to enter into the Amended and Restated Credit Agreement. As of the date hereof the The Debt Commitment Letter is in full force and effect and constitutes a is the legal, valid and binding obligation of Buyer or the Company Debt Financing Subsidiary, as the case may be, and, to the knowledge of the CompanyBuyer, the Financing Sourcesother parties thereto, enforceable against such Buyer or the Debt Financing Subsidiary, as the case may be, and, to the knowledge of Buyer, the other parties thereto in accordance with its terms, except as may be limited by the effect of terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance, or similar moratorium and other laws affecting the enforcement of creditors’ rights generallygenerally and general principles of equity). As of the date hereof, the Debt Commitment Letter has not been amended, restated or otherwise modified or waived in any respect, and subject to principles of equity and public policy. All fees (including amounts previously owed but unpaid) required to be paid in connection with the Commitment Letter have either been paid in full prior to the date hereof or are fully set forth in the Commitment Letter (or the Fee Letter(s)) and will be duly paid in full or waived, as applicable, as and when due and the Company has otherwise satisfied all of the other terms and conditions required to be satisfied by it pursuant to and at the times required as set forth respective commitments contained in the Debt Commitment Letter (have not been withdrawn, rescinded or otherwise modified in any respect. All commitment fees and other fees required to be paid under the Fee Letter(s)) on or prior to the date hereof. The Debt Commitment Letter and the Fee Letter(s) have not been amended, modified or terminated on or prior to the date hereof and no such amendment, modification or termination have been paid in full. The Debt Financing Subsidiary is contemplated as a wholly-owned Subsidiary of the date hereof, and any such amendment, modification or termination on or after the date hereof shall not be effective unless consented to in writing by Investor Buyer. (and by Vital to the extent any such amendment, modification or termination, or the direct or indirect effects thereof, is adverse to Vital or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and Vital; and by TopLids to the extent any such amendment, modification or termination is adverse to TopLids or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and TopLids). c) As of the date hereof of this Agreement, neither Buyer nor, to the knowledge of Buyer, the other parties thereto have breached any of the covenants or other obligations set forth in, or is in default under, the Debt Commitment Letter, and to the knowledge of Buyer no event has occurred whichor circumstance exists that, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute or result in a breach or default on the part of Buyer or any other party to the Debt Commitment Letter or (ii) constitute or result in a failure by Buyer or the Company under other parties thereto to satisfy a condition precedent to or other contingency to be satisfied by Buyer or the other parties thereto set forth in the Debt Commitment Letter. (d) There are no conditions precedent or similar contingencies directly or indirectly related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. The execution Other than the Debt Commitment Letter, there are no other contracts, arrangements or understandings, whether oral or written, to which the Buyer or any Affiliate thereof is a party directly or indirectly related to the Debt Financing (except for (i) a customary fee letter, a true, complete and fully executed copy of which has been provided to the Amended Company, with only the fee amounts, “market flex”, pricing terms and Restated Credit Agreement is subject to no pricing caps and other commercially sensitive terms redacted, which redacted terms do not impose any additional conditions precedent other than those expressly set forth in or otherwise impact the copies conditionality of the Debt Commitment Letter delivered by Financing or (ii) those that would not be reasonably expected to adversely affect the Company to Investor prior to availability or amount of the Debt Financing and do not impose any additional conditions or otherwise impact the conditionality of the Debt Financing). As of the date hereof, Buyer has no reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the full amount of the Debt Financing will not be available to Buyer (directly or through the Debt Financing Subsidiary) on the Closing Date.

Debt Financing. The Company Omega has delivered received the debt financing commitment letters, attached hereto as Exhibit D, which obligate the Debt Financing Sources party thereto to Investor and the Lien Purchasers complete and correct copies of (i) a fully executed commitment letter from the financial institutions named therein provide debt financing (the “Debt Commitment Letter”), together with any related fee letter(s) (the “Fee Letter(s)),” pursuant to which such financial institutions (the “Financing SourceFinancing”) have committed, upon in the amount and on the terms and subject to the conditions set forth thereintherein (together with the exhibits, to enter into schedules and annexes thereto, as amended, restated, supplemented or otherwise modified, the Amended and Restated Credit Agreement“Debt Commitment Letters”). As of the date hereof the of this Agreement, each Debt Commitment Letter (i) is in full force and effect and constitutes a has not been modified or amended in any respect and no modification or amendment is contemplated (except in connection with any amendments or modifications to effectuate any “market flex” terms contained in the Debt Commitment Letter provided as of the date hereof), (ii) has been duly executed by Omega and its Affiliates party thereto and, to Omega’s knowledge, the other parties thereto and is the valid and binding obligation of the Company Omega and, to the knowledge of the CompanyOmega, the Financing Sourceseach other party thereto, (iii) has not been withdrawn or rescinded in any respect and (iv) is enforceable against such parties in accordance with its terms, terms (except as to the extent that enforceability may be limited by the effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization or similar laws Laws affecting the enforcement of creditors’ rights generally, and subject to generally or by general principles of equity and public policy. All fees (including amounts previously owed but unpaid) required to be paid in connection with the Commitment Letter have either been paid in full prior to the date hereof or are fully set forth in the Commitment Letter (or the Fee Letter(s)) and will be duly paid in full or waived, as applicable, as and when due and the Company has otherwise satisfied all of the other terms and conditions required to be satisfied by it pursuant to and at the times required as set forth in the Debt Commitment Letter (or the Fee Letter(s)) on or prior to the date hereof. The Debt Commitment Letter and the Fee Letter(s) have not been amended, modified or terminated on or prior to the date hereof and no such amendment, modification or termination is contemplated as of the date hereof, and any such amendment, modification or termination on or after the date hereof shall not be effective unless consented to in writing by Investor (and by Vital to the extent any such amendment, modification or termination, or the direct or indirect effects thereof, is adverse to Vital or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and Vital; and by TopLids to the extent any such amendment, modification or termination is adverse to TopLids or its affiliates, in each case in any manner different from Investor, in which case such amendment, modification, or termination shall not be effective unless consented to in writing by Investor and TopLidsequity). As of the date hereof of this Agreement, (A) no event has occurred whichthat, with or without notice, the lapse of time or both, would constitute a default or breach on the part of Omega or default by the Company any of its Affiliates party thereto under any of the Debt Commitment Letter. The execution Letters, and neither Omega nor any of its Affiliates has any knowledge of any breach of the Amended Debt Commitment Letters by any of the other parties thereto as of the date of this Agreement, and Restated Credit Agreement is subject (B) all commitment and other fees required to no be paid thereunder on or prior to the date hereof have been paid. Assuming satisfaction of the conditions precedent other than those expressly set forth in Article VI, except as set forth in the copies Debt Commitment Letters, there are no conditions precedent related to the funding of the full amount of the Debt Commitment Letter delivered by Financing, and, as of the Company date of this Agreement, Omega has no knowledge of any facts or circumstances that are reasonably likely to Investor result in any such condition not being satisfied on or prior to the date hereofClosing. Except for the Debt Commitment Letters and related fee letters (complete copies of which have been made available to Beta), there are no side letters or other agreements, contracts or arrangements related to the funding or investing, as applicable, of the full amount of the Debt Financing that would permit the Debt Financing Sources to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing.