Common use of Financial Capability Clause in Contracts

Financial Capability. Parent has delivered to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.

Financial Capability. Parent has delivered to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at At the Closing, Parent and Merger Sub shall will have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment consummate the Merger and to perform their respective obligations under this Agreement. Ultimate Parent has delivered to the Company a true and complete copy of all amounts to be paid by them hereunder on and after the Closing Dateexecuted Debt Commitment Letter. The Debt Commitment Letters have Letter has not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters)Agreement. Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreementthe Debt Commitment Letter, other than as set forth in the Debt Commitment Letters Letter and the Debt Fee Letters. Assuming (x) fee letters related thereto, in each case that the parties would impose additional, or make more burdensome any existing, conditions precedent related to the funding of the full amount of the Debt Commitment Letters (Financing other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the Financing Conditions. The proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters)related thereto) will be loaned by Ultimate Parent to Parent, and, together with other financial resources of Ultimate Parent, Parent and Merger Sub (including cash, available lines cash equivalents and marketable securities of credit or other sources of immediately available fundsUltimate Parent, Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date), will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration Consideration, Option Payments and the aggregate Company Accelerated Equity Award RSU Payments to which holders of Shares Shares, Company Options and Company Accelerated Equity Awards RSUs, respectively, will be entitled at the Effective Time pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)Agreement. As of the date hereofof this Agreement, the commitments contained in the Debt Commitment Letters Letter have not been withdrawn or rescinded in any respect. As of the date hereofof this Agreement, the Debt Commitment Letters are Letter is in full force and effect and represent represents a valid, binding and enforceable obligation of Ultimate Parent and, to the knowledge of Parent, each other party theretothereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity), and provides for the financing contemplated thereby subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditorsConditions. Ultimate Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No As of the date of this Agreement, to the knowledge of Parent, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Ultimate Parent or a breach or default by any other party thereto under any term of the Debt Commitment LettersLetter. As of the date of this Agreement, subject to the satisfaction of the conditions contained in Sections 6.1 and 6.2 and assuming the accuracy of the Company’s representations and warranties set forth in Article 3, Parent has no reason to believe that Ultimate Parent or any other party thereto will be unable to satisfy on a timely basis any term of the Debt Commitment Letter to be satisfied by it. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming The only conditions precedent or other contingencies related to the condition set forth in Section 6.2(a) regarding the representations and warranties funding of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied Debt Financing on the Closing Date, Parent has no reason to believe Date that (i) any of will be included in the Debt Financing Documents shall be the Financing Conditions will not be satisfied or (ii) contained in the Debt Financing will not be made available to Parent on the Closing DateCommitment Letter. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent, Ultimate Parent or Merger Sub of any financing arrangements, the obtaining by Parent, Ultimate Parent or Merger Sub of any financing (other than financing to be obtained by Parent from Ultimate Parent and by Merger Sub from Parent) or the availability, grant, provision or extension of any financing to Parent, Ultimate Parent or Merger Sub.

Financial Capability. (a) Parent has delivered to the Company a true and complete copy copies of the (i)(A) executed senior debt commitment letter, dated as of the date hereof, between Abacus Finance Group, LLC (the “Senior Lender”) and Merger Sub, together with any related exhibits, schedules, annexes, supplements and term sheets and each fee letter (each, a “Senior Fee Letter”) associated therewith (with pricing terms and any other terms not relating to conditionality or availability of the Senior Debt Financing being redacted), in each case, regarding the terms and conditions of the financing to be provided thereby (collectively, the “Senior Debt Commitment Letter”; the debt commitments under the Senior Debt Commitment Letter, the “Senior Debt Financing”), and (B) executed mezzanine debt commitment letter, dated as of the date hereof, between GCP Investors IV, LP (individually, the “Mezz Lender” and, together with the Senior Lender, the “Lenders”) and Merger Sub, together with any related exhibits, schedules, annexes, supplements and term sheets and each fee letter (each, a “Mezz Fee Letter” and, together with the Senior Fee Letter, the “Fee Letters”) associated therewith (with pricing terms and any other terms not relating to conditionality or availability of the Mezz Debt Financing being redacted), in each case, regarding the terms and conditions of the financing to be provided thereby (collectively, the “Mezz Debt Commitment Letter” and together with the Senior Debt Commitment Letter, collectively, the “Debt Commitment Letters”; the debt commitments under the Mezz Debt Commitment Letter, the “Mezz Debt Financing” and together with the Senior Debt Financing, collectively, the “Debt Financing”) and (ii) the true, correct and complete copies of the executed Debt Commitment Lettersequity financing commitment letter, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions dated as of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closingdate hereof, among Guarantor, Parent and Merger Sub shall have at (the Closing sufficient cash“Equity Commitment Letter” and the equity commitments thereunder, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The “Equity Financing”; the Debt Commitment Letters have not been Letter and Equity Commitment Letter together, the “Financing Letters”, and the Debt Financing and Equity Financing together, the “Financing”). Any reference in this Agreement to (1) “Debt Commitment Letter,” “Equity Commitment Letter” or “Financing Letters” will include such documents as amended or modified in any manner prior to compliance with the date provisions of this Agreement Section 6.15; and (provided that 2) the existence “Debt Financing,” “Equity Financing” or exercise of “market flexFinancing” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to will include the financing of the transactions contemplated by this Agreement, other than the Financing Letters as set forth amended or modified in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance compliance with the terms thereof and (y) that the conditions set forth in provisions of Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub6.15.

Financial Capability. Parent Merger Sub has delivered received the executed Bank Commitment Letter and the Bridge Commitment Letter attached to Section 4.5 of the Purchaser Disclosure Letter (together the "Commitment Letters") with respect to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the debt financing of arrangements for the transactions contemplated by this Agreement, other than as set forth in hereby (the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b"Financing"). As of the date hereofof this Agreement, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent have not been amended or rescinded. Merger Sub will deliver to Seller correct and complete copies of the definitive agreements for the Financing of the transactions contemplated hereby promptly when entered into. The aggregate proceeds of the Financing provided for in the Commitment Letters will be sufficient to pay the Cash Merger Consideration after the adjustments in Article II and perform the other obligations of Merger Sub and the Surviving Corporation following the Closing. As of the date hereof, Purchaser and Merger Sub believe that such Financing will be obtained. Immediately after the Closing, the capitalization of the Surviving Corporation on a validconsolidated basis will (i) include equity that will be at a level not materially less than the equity capitalization set forth in the Commitment Letters and (ii) include a level of total debt that will not be materially greater in the aggregate than the total amount of debt (including the calculated amount of revolving loan facilities) set forth in the Commitment Letters (other than Closing Indebtedness and subordinated notes payable to Seller in connection with this Agreement). Notwithstanding the prior sentence, binding and enforceable obligation of Parent and, the Company shall be entitled to make adjustments to the knowledge capitalization set forth in Section 4.6 by issuing subordinated notes on terms equivalent to the Surviving Corporation Notes instead of Parent, each other party thereto, subject only to preferred stock provided that (i) the satisfaction or waiver amount of additional notes issued in lieu of preferred stock does not materially and adversely affect the solvency of the Financing Conditions Surviving Corporation, and Seller is not treated disproportionately with respect to its Surviving Company Notes and preferred stock as compared to the Purchaser's preferred stock and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws at least 32,000 shares of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that Company Preferred Stock are due and payable on or prior issued pursuant to the date Contribution and more than 20% of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse such shares of time or both, would constitute a breach or default that could reasonably be expected Company Preferred Stock are transferred to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related Purchaser pursuant to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubStock Purchase.

Financial Capability. Parent As of the date of this Agreement, US Buyer has delivered to the Company Seller Parties a true true, correct and complete copy of each an executed commitment letter (the “Commitment Letter”) with the Financing Sources party thereto to provide US Buyer debt financing in the aggregate amount of up to $395,000,000 (the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee LettersFinancing”). Assuming (x) that The Commitment Letter is a legal, valid and binding obligation of US Buyer and, to the knowledge of US Buyer, the other parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will Letter, except as may be satisfied at the Closinglimited by applicable bankruptcy, Parent and Merger Sub shall have at the Closing sufficient cashinsolvency, available lines of credit reorganization, fraudulent conveyance or other sources similar laws affecting enforcement of immediately available funds to make payment of all amounts to be paid by them hereunder on creditors’ rights generally and after the Closing Dategeneral equitable principles, and is in full force and effect. The Debt Commitment Letters have not been amended or modified in any manner prior Prior to the date of this Agreement (provided that Agreement, the existence or exercise of “market flex” provisions commitment contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates Letter has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect (and no party thereto has indicated an intent to so withdraw or rescind) or otherwise amended or modified in any respect. As US Buyer is not in breach of any of the date hereof, terms or conditions set forth in the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent Letter and, to the knowledge of ParentUS Buyer, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in constitute a breach by US Buyer or failure by US Buyer to satisfy a Financing Condition condition precedent set forth in the Commitment Letter. US Buyer has fully paid any and all commitment fees or other fees on the part of Parent or a breach or default dates and to the extent required by the Commitment Letter and shall in the future pay any other party thereto fees due from it and arising under the Commitment Letter and any term of the Debt Commitment Lettersrelated fee letter(s) as they become due. There are no conditions precedent or other contingencies related relating to the funding of the full amount of the Debt Financing, other than proceeds contemplated by the Financing Conditions. Assuming Commitment Letter except as stated in the condition set forth in Section 6.2(a) regarding the representations Commitment Letter and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent US Buyer has no reason to believe that (i) any of the conditions to the Financing Conditions will not be satisfied on the Closing Date or (ii) that the Debt Financing will not be made available to Parent US Buyer on the Closing DateDate in an amount sufficient (when taken together with Buyers’ other available sources of funds described below) to enable Buyers to pay the Estimated Purchase Price and the fees and expenses of Buyers relating to the transactions contemplated by this Agreement that are required to be paid at the Closing. Parent understands The net proceeds of the Financing, together with available cash on hand of Buyers, available lines of credit with no contingencies or conditions to draw under such lines of credit except as disclosed as of the date hereof or other sources of immediately available funds, with no contingencies or conditions to draw such funds except as disclosed as of the date hereof, shall be sufficient to enable Buyers to pay the Estimated Purchase Price and the fees and expenses of Buyers relating to the transactions contemplated by this Agreement that are required to be paid at the Closing. Each Buyer acknowledges and agrees that under the terms of this Agreement, the obligations of Parent and Merger Sub its obligation to consummate the Merger are transactions contemplated by this Agreement is not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent contingency or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subcondition.

Financial Capability. Parent Purchaser has delivered to the Company a true and complete copy copies of the equity commitment letters, dated as of the date hereof between Purchaser and each of Providence Equity Partners VI International L.P. and Newbridge International Investment Ltd (together, the “Commitments”), pursuant to which each of the executed Debt Commitment Lettersinvestor parties thereto (each, and the Debt Fee Letters (redacted to delete the economic and an “market flex” provisions of the Debt Fee Letters). Assuming (xInvestor”) that the parties has committed, subject to the Debt Commitment Letters (other than the Parent terms and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at therein, to invest the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as amount set forth in therein (the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(bFinancing”). As of the date hereof, the Commitments have not been amended or modified and, as of the date of the Agreement, the respective commitments contained in the Debt Commitment Letters Commitments have not been withdrawn or rescinded in any material respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition as set forth in Section 6.2(a) regarding the representations Commitments. After giving effect to the amounts expected to be funded under the Commitments, and warranties assuming compliance by Company with its obligations hereunder, the proceeds from the Financing constitute all of the Company contained in this Agreement and financing required to be provided by Purchaser for the condition consummation of the Offer upon the terms set forth in Section 6.2(b) regarding this Agreement. Subject to the Company’s performance terms and compliance with all covenants and conditions of the Commitments, upon receipt of the funds under the Commitments, Purchaser will have at the Acceptance Date the financial capacity to perform its obligations under this Agreement required and Purchaser will have available all funds necessary to be performed pay the consideration set forth in Article I and complied with any other amounts contemplated by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement. Other than with respect to the Commitments, the obligations of Parent and Merger Sub Purchaser’s ability to consummate the Merger are transactions contemplated hereby is not in contingent on Purchaser’s ability to complete any way contingent upon public offering or otherwise subject private placement of equity or debt securities or to obtain any other type of financing prior to or on the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubAcceptance Date.

Financial Capability. Parent (a) OpCo Purchaser has received and accepted, and delivered to the Company a true true, correct and complete copy of each of, (i) executed equity commitment letters dated as of the date hereof, among OpCo Purchaser and the other respective parties thereto (the “Investors”) (together with all annexes, schedules and exhibits thereto, and any fee letters relating thereto, the “Equity Commitment Letters”) relating to the commitment to provide OpCo Purchaser the amount of equity financing set forth therein (the “Equity Financing”), and (ii) executed debt commitment letters dated October 28, 2020 (together with all annexes, schedules and exhibits thereto, and any fee letters relating thereto (redacted, in the case of such fee letters, in a customary manner, including with respect to the amounts and percentages of the fees and other economic terms and “flex” terms set forth therein, which redacted information does not adversely affect the amount, availability or conditionality of the Debt Financing), the “Debt Commitment Letters” and, and together with the Equity Commitment Letters, the “Commitment Letters”) from the Debt Fee Letters (redacted Financing Sources party thereto relating to delete the economic and “market flex” provisions commitment of the Debt Fee Letters)Financing Sources to provide the debt financing in the amounts set forth therein to consummate the OpCo Sale on the terms contemplated thereby. Assuming (x) that the parties to The debt financing contemplated by the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations is collectively referred to in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that as the existence or exercise of “market flexDebt Financing” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters)and, together with cashthe Equity Financing, available lines the “Financing”. For the avoidance of credit or other sources of immediately available fundsdoubt, will be sufficient to consummate the loans under the OpCo Term Loan B Credit Agreement, and the transactions contemplated herebyto be effectuated thereunder, including the payment shall not constitute part of the aggregate cash to be paid as Merger Consideration “Financing” or “Debt Financing” and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this OpCo Term Loan B Credit Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)shall not constitute a “Commitment Letter” or a “Debt Commitment Letter”. As of the date hereofof this Agreement, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters there are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization no side letters or other laws of general application relating to contracts or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies arrangements related to the funding of the full amount of the Debt Financing, Financing other than the Financing Conditions. Assuming the condition (x) as expressly set forth in Section 6.2(a) regarding the representations and warranties of Commitment Letters provided to the Company contained in this Agreement on or prior to the date hereof or (y) with respect to the Equity Financing, as relate to the joint venture relationship between the Investors and do not add additional conditionality beyond the condition conditions set forth in Section 6.2(b) regarding the CompanyEquity Commitment Letters. The Debt Commitment Letters were negotiated in good faith on an arm’s performance length basis. The fees associated with the Debt Commitment Letters are the product of such arm’s length negotiation and compliance with all covenants and obligations under this Agreement required there is no consideration being provided to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) OpCo Purchaser or any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not its equity holders in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subconnection therewith.

Financial Capability. Parent has delivered to the Company true, complete and fully executed copies of commitment letters and related fee letters (which in the case of such fee letters may be subject to redaction in a true and complete copy of each of customary manner with respect to fee amounts, including fee amounts in any flex terms) (collectively, the executed “Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (xLetter”) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of from the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, Sources confirming the commitments contained in to provide Parent with the New Debt Commitment Letters have not been withdrawn or rescinded in any respectFinancing. As of the date hereof, the Debt Commitment Letters are Letter is in full force and effect and represent is a valid, valid and binding and enforceable obligation of Parent and, to the knowledge of Parent, each the other party parties thereto. As of the date hereof, subject only the Debt Commitment Letter has not been amended or modified in any material respect, and the commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded or otherwise modified in any material respect. Subject to the terms and conditions of the Debt Commitment Letter, the aggregate proceeds of the New Debt Financing, together with Parent’s cash on hand and available borrowing capacity under Parent’s existing revolver facility, are in an aggregate amount sufficient to pay all obligations of Parent and Merger Sub hereunder, including (a) the amounts payable pursuant to Section 1.2(b), and (b) all of the out-of-pocket costs of Parent, Merger Sub and the Surviving Corporation arising from the consummation of the transactions contemplated by this Agreement and there will be no restriction on the use of such cash for such purposes. The Debt Commitment Letter delivered to the Company contains all of the conditions precedent to the obligations of the parties thereunder to fund the full amount of the financing contemplated by the Debt Commitment Letter. Other than the redacted fee letters provided to the Company as of the date hereof and other than the customary engagement letters with respect to the New Debt Financing, there are no other fee letters, engagement letters, side letters, agreements, contracts or other arrangements relating to the Debt Commitment Letter. As of the date hereof, (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could would reasonably be expected to result in constitute a failure to satisfy a Financing Condition default or breach on the part of Parent under any term, or a breach failure of any condition or default by inability to satisfy any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the New Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained Debt Commitment Letter or otherwise result in this Agreement and any portion of the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required New Debt Financing to be performed unavailable or delayed and complied with by it are satisfied on the Closing Date, (ii) Parent has no does not have reason to believe that (i) it would be unable to satisfy on a timely basis any condition of the Financing Conditions will not Debt Commitment Letter required to be satisfied by it or (ii) that any portion of the New Debt Financing contemplated thereby will be unavailable to Parent at the Closing. Parent has fully paid any and all commitment fees or other fees in connection with the Debt Financing will not be made available to Parent Commitment Letter that are due and payable on or before the Closing Date. Parent understands and acknowledges that under the terms date of this Agreement, the obligations . Each of Parent and Merger Sub to consummate the Merger are affirms that it is not in any way contingent upon or otherwise subject a condition to the consummation by Closing or to any of its other obligations under this Agreement (including consummating the Merger) that Parent or and/or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing (or the availability, grant, provision Surviving Corporation) obtain financing for or extension related to any of any financing to Parent or Merger Subthe transactions contemplated by this Agreement.

Financial Capability. Parent has delivered to the Company Attached hereto as Exhibit 5.5 is a true and complete copy of each an executed financing commitment letter (“Commitment Letter”), pursuant to which the lender party thereto has agreed, upon the terms and subject to the conditions thereof, to lend the amounts set forth therein for the purposes of financing the executed Debt Commitment Letterstransactions contemplated by this Agreement and related fees and expenses (such financing, and any other debt financing in substitution thereof pursuant to Section 6.9 hereof, the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee LettersFinancing”). Assuming (x) that the parties to the Debt The Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have Letter has not been amended amended, restated or otherwise modified in any manner or waived prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters Letter have not been withdrawn withdrawn, modified or rescinded in any respect. As of respect prior to the date hereof, the Debt of this Agreement. The Commitment Letters are Letter is in full force and effect and represent a validconstitutes the legal, valid and binding and enforceable obligation of Parent each of Buyer and, to the knowledge of ParentBuyer, each the other party parties thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition as expressly set forth in Section 6.2(athe Commitment Letter, and there are no side letters or other contracts or arrangements (oral or written) regarding related to the representations Financing other than the Commitment Letter and warranties the Fee Letter referred to therein. Subject to the terms and conditions of the Company contained Commitment Letter, the net proceeds contemplated from the Financing, together with cash on hand of the Buyer, will, in the aggregate, be sufficient for the satisfaction of all of Buyer’s obligations under this Agreement, including (i) the payment of the aggregate Purchase Price and any other amounts required to be paid pursuant to Article II, and (ii) the payment of all fees and expenses and other payment obligations required to be paid or satisfied by Buyer in connection with the transactions contemplated by this Agreement and the condition set forth Financing, including any repayment or refinancing of Indebtedness as a result of the consummation of the transactions contemplated by this Agreement. As of the date of this Agreement, (A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default), in each case, on the part of Buyer under the Commitment Letter or, to the knowledge of Buyer, any other party to the Commitment Letter, and (B) subject to the satisfaction of the conditions contained in Section 6.2(b) regarding the Company’s performance 7.1, Section 7.2 and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing DateSection 7.3 hereof, Parent has no Buyer does not have any reason to believe that (i) any of the conditions to the Financing Conditions will not be satisfied or (ii) that the Debt Financing or any other funds necessary for the satisfaction of all of Buyer’s obligations under this Agreement will not be made available to Parent on Buyer at the Closing DateClosing. Parent understands and acknowledges that under As of the terms date of this Agreement, Buyer is not aware of any fact or occurrence that makes any of the obligations assumptions, or the representations or warranties of Parent and Merger Sub to consummate Buyer, in the Merger are not Commitment Letter inaccurate in any way contingent upon material respect. Buyer has fully paid all commitment fees or otherwise subject other fees, if any, required to be paid prior to the consummation by Parent or Merger Sub date of any financing arrangements, this Agreement pursuant to the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubCommitment Letter.

Financial Capability. Parent As of the date of this Agreement, Purchaser has delivered received an executed debt commitment letter dated January 11, 2021, together with the related fee letter executed in connection therewith (the “Commitment Letter”) from BofA Securities, Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A. and U.S. Bank National Association (the “Debt Financing Parties,” which defined term for purposes of this Agreement shall include such financial institutions and their respective former, current and future Affiliates, equityholders, members, partners, controlling persons, officers, directors, employees, agents and advisors involved in such Financing (as defined below)), pursuant to ​ ​ ​ which the Debt Financing Parties have committed, subject to the Company a true terms and conditions set forth therein, to provide to Purchaser the amount of financing set forth in the Commitment Letter, to complete the Transaction. A true, correct and complete copy of the Commitment Letter, including all exhibits, schedules or amendments thereto, has been previously provided to the Company; provided, however, that the fees and other commercially sensitive information in any fee letter (including provisions in such fee letter related solely to fees, “flex terms” and economic terms), in each case that do not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the executed Debt Commitment Letters, financing available may have been redacted. Purchaser has fully paid any and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit all commitment fees or other sources of immediately available funds to make payment of all amounts fees required by such Commitment Letter to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to before the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than hereof and will pay all additional fees as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)they become due. As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are Letter is valid and in full force and effect effect, constitutes the legally valid and represent a valid, binding and enforceable obligation of Parent Purchaser and, to the knowledge of ParentPurchaser, each the other party parties thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions applicable Equitable Principles, and (ii) the qualification that such enforceability may be limited does not contain any material misrepresentation by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment LettersPurchaser. There are no conditions precedent or other contingencies related to the funding of the full amount of amounts contemplated by the Debt debt financing arrangements contemplated by the Commitment Letter (the “Financing, ”) other than the Financing Conditions. Assuming the condition as set forth in Section 6.2(athe Commitment Letter. The Commitment Letter has not been amended or modified prior to the date hereof, and, as of the date hereof, the respective commitments contained in the Commitment Letter have not been withdrawn, terminated, rescinded, amended, restated, or modified in any respect (and, no such withdrawal, termination, rescission, amendment, restatement, or modification is contemplated as of the date hereof). Assuming (a) regarding the Financing is funded in accordance with the Commitment Letter, and (b) the accuracy of the representations and warranties of Sellers and the Company set forth in this Agreement such that the conditions set forth in Section 8.2 would be satisfied and the satisfaction or waiver of each of the conditions set forth in Sections 8.1 and 8.2, the net proceeds contemplated by the Commitment Letter (both before and after giving effect to any “flex” provisions contained in the Commitment Letter) will be sufficient for Purchaser and the Company to pay all amounts required to be paid in connection with the transactions contemplated in this Agreement and the condition Commitment Letter, including paying the Closing Payments at the Closing and paying all related fees and expenses. Purchaser has not incurred any obligation, commitment, restriction or liability of any kind, and Purchaser is not contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case that would reasonably be expected to impair or adversely affect such resources. Neither the fee letter between Purchaser and the Debt Financing Parties referred to in the Commitment Letter nor any other Contract between the Debt Financing Parties, on the one hand, and Purchaser or any of its Affiliates, on the other hand, contains any conditions precedent or other contingencies related to the funding of the full amount of the Financing or any provisions that could reduce the aggregate amount of the Financing set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required Commitment Letter or the aggregate proceeds contemplated by the Commitment Letter. Except for the Commitment Letter, there are no other agreements, side letters or arrangements to be performed and complied with by it are satisfied on which Purchaser is a party in respect of, that modify the Closing Dateterms of, Parent or that could affect the availability or amount of the Financing. As of the date hereof, Purchaser has no reason to believe that (i) any of the conditions to the Financing Conditions will would not reasonably be expected to be satisfied or (ii) that the Debt Financing will would not reasonably be made expected to be available to Parent Purchaser on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.

Financial Capability. Parent has delivered Immediately prior to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall Buyer will have at the Closing sufficient cash, available lines of credit cash or other sources of immediately available funds to enable it to fulfill its obligations hereunder and to make payment of all amounts to be paid by them hereunder on it hereunder. Buyer has delivered to the Company true, correct and after complete copies, as of the Closing Date. The date of this Agreement, of an executed commitment letter from the financial institutions identified therein (the “Debt Commitment Letters Letter”), pursuant to which the lenders party thereto have committed, subject to the terms and conditions set forth therein, debt financing in the amounts set forth therein (which amounts are sufficient for Buyer to pay the U.S. Base Price and the Canadian Base Price) for the purposes of financing the Transactions and related fees (being collectively referred to as the “Financing”), and a redacted version of the related fee letter (the “Fee Letter” and, together with the Debt Commitment Letter, the “Debt Financing Agreements”). As of the date of this Agreement, the Debt Financing Agreements have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent respective obligations and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters Financing Agreements have not been withdrawn or rescinded in any respect. As of Buyer has fully paid any and all commitment fees or other fees in connection with the Debt Financing Agreements that are required to be paid on or prior to the date hereof, and as of the date hereof the Debt Commitment Letters Financing Agreements are in full force and effect and represent a are the legal, valid, binding and enforceable obligation obligations of Parent Buyer and, to the knowledge of ParentBuyer’s Knowledge, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and other parties thereto (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior subject in each case to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment LettersBankruptcy and Equity Exception). There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition as expressly set forth in Section 6.2(a) regarding the representations and warranties Debt Commitment Letter. As of the Company contained date of this Agreement, (i) neither Buyer nor, to Buyer’s Knowledge, any of the other parties to any of the Debt Financing Agreements, is in this Agreement and breach in any material respect of any of the condition terms set forth in Section 6.2(bany of the Debt Financing Agreements and (ii) regarding to Buyer’s Knowledge, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach or default thereof or a failure to satisfy any condition precedent set forth therein. As of the Company’s performance and compliance with all covenants and obligations under date of this Agreement, no counterparty to any Debt Financing Agreement required has notified Buyer in writing of its intention to be performed and complied with by it are satisfied terminate any of the Debt Financing Agreements or not provide the Financing to Buyer on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.

Financial Capability. Parent has delivered to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) Buyer will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available U.S. funds to make payment of enable Buyer to pay the Purchase Price, to permit Buyer to perform in a timely manner all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreementobligations under this Agreement, side letter or other commitment or arrangement relating and to the financing of consummate the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and subject to the conditions herein. Buyer has delivered to Sellers true and complete copies, including all exhibits and schedules thereto, of the fully executed commitment letter, dated as of the date hereof (y) that the “Financing Commitments”), between Buyer and the Financing Sources party thereto, pursuant to which such Financing Sources have committed, upon the terms and subject to the conditions set forth in Section 6.2(a) will be satisfied at therein, to lend the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained amounts set forth in the Debt Fee LettersFinancing Commitments (the “Financing”). The Financing, when funded, together with cash, Buyer’s other available lines of credit or other sources of immediately available fundscapital, will be sufficient for Buyer to pay the Purchase Price at the Closing and to consummate the transactions contemplated herebyby this Agreement, including in accordance with the payment terms and subject to the conditions herein. The Financing Commitments have not been amended, restated or otherwise modified or waived prior to the execution and delivery of the aggregate cash to be paid as Merger Consideration this Agreement, and the aggregate Company Accelerated Equity Award Payments respective commitments contained in the Financing Commitments have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to which holders the execution and delivery of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b)Agreement. As of the date hereofexecution and delivery of this Agreement, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters Financing Commitments are in full force and effect and represent a validconstitute the legal, valid and binding and enforceable obligation of Parent each of Buyer and, to the Buyer’s knowledge of Parent(assuming due authorization, each other party thereto, subject only to (i) the satisfaction or waiver execution and delivery of the Financing Conditions and parties thereto (ii) other than Buyer)), the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Lettersparties thereto. There are no conditions precedent or other contingencies (including pursuant to any “flex” provisions) related to the funding of the full amount of the Debt FinancingFinancing pursuant to the Financing Commitments, other than as expressly set forth herein and in the Financing ConditionsCommitments. Assuming Subject to the condition set forth satisfaction of the conditions contained in Section 6.2(a) regarding the representations 9.1 and warranties Section 9.3, as of the Company contained in this Agreement date hereof, Buyer does not have any reason to believe that any of the conditions to the Financing Commitments will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Buyer’s and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and its Affiliates’ obligations under this Agreement required and of all fees and expenses reasonably expected to be performed and complied with by it are satisfied incurred in connection herewith will not be available to Buyer on the Closing Date, Parent subject to the completion of the Documentation Period and the performance of each Seller of its obligations under this Agreement. Except for fee letters with respect to fees and related arrangements with respect to the Financing, of which Buyer has delivered a true, correct and complete copy to Dover US prior to the date of this Agreement (other than with respect to fee amounts, pricing caps and other economic terms, and the rates and amounts included in the “market flex” provisions, which may be redacted, but which redacted information do not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Financing), engagement letters and fee credit letters, as of the date of this Agreement there are no reason side letters or other agreements, Contracts or arrangements related to believe that (i) any the funding of the full amount of the Financing Conditions will not be satisfied or (ii) other than as expressly set forth in the Debt Financing will not be made available Commitments and delivered to Parent on Dover US prior to the Closing Date. Parent understands and acknowledges that under the terms date of this Agreement, the obligations of Parent . Buyer has fully paid (or caused to be fully paid) all commitment fees and Merger Sub other fees required to consummate the Merger are not in any way contingent upon be paid on or otherwise subject prior to the consummation by Parent or Merger Sub of any financing arrangements, date hereof pursuant to the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubFinancing Commitments.

Financial Capability. Parent has delivered provided to the Company a true and complete copy of each (a) the commitment letter, dated as of July 14, 2012 (the executed “Debt Commitment LettersFinancing Commitment”), from Bank of America, N.A., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, Deutsche Bank Trust Company Americas, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Gxxxxxx Sachs Bank USA and Gxxxxxx Sxxxx Lending Partners LLC (collectively, the Debt Fee Letters (redacted “Lenders” and together with their affiliates and their respective officers, employees, directors, partners, controlling parties, advisors, agents and representatives, the “Financing Sources”), pursuant to delete which the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties Lenders have agreed, subject to the Debt Commitment Letters (other than the Parent terms and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed Financing Commitment, to constitute an amendment or modification lend the amounts set forth therein for the purposes of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters related fees and the Debt Fee Letters. Assuming (x) that the parties expenses to the Debt Commitment Letters (other than the be incurred by Parent and Merger SubSub in connection therewith and for the other purposes set forth therein (the “Debt Financing”) perform their obligations in accordance and (b) the equity commitment letter, dated as of July 14, 2012, from Sponsor (the “Equity Financing Commitment” and, together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the Person investing thereunder has committed, subject to the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at therein, to invest the Closing, amount set forth therein (the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flexEquity Financing” provisions contained in the Debt Fee Letters)and, together with cashthe Debt Financing, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b“Financing”). As of the date hereofof this Agreement, the Financing Commitments are in full force and effect and constitute valid, binding and enforceable obligations of Parent and, to the Knowledge of Parent, the other parties thereto. As of the date of this Agreement, none of the Financing Commitments has been amended or modified since copies thereof were delivered to the Company. As of the date of this Agreement, the respective commitments contained in the Debt Commitment Letters Financing Commitments have not been withdrawn or rescinded in any respect. As There are no side letters or other agreements, arrangements, contracts or understandings (except for customary fee letters and engagement letters; true and complete copies of any such fee letters that include “market flex” or other provisions affecting the terms or conditions of the date hereofDebt Financing have been provided to the Company, with only the fee amounts and certain other terms (none of which would reduce the aggregate amount or affect the conditionality of the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, Financing) redacted) relating to the knowledge of Financing to which Parent, each Merger Sub or any of their respective Subsidiaries are a party other party thereto, subject only to (i) the satisfaction or waiver of than as expressly set forth in the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditorsCommitments. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts fees in connection with the Financing Commitments that are due and payable on or prior to as of the date of this Agreement Agreement. Except as otherwise set forth in connection with or contemplated by the Debt Financing Commitments and except for the payment of customary fees, there are no conditions precedent related to the funding of the full amount of the Financing. No As of the date of this Agreement, no event has occurred whichthat, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by Parent, Merger Sub, or, to the Knowledge of Parent, any of the other party thereto parties to the Financing Commitments under any term of the Debt Commitment LettersFinancing Commitments. There are no conditions precedent or other contingencies related Subject to the funding satisfaction of the full amount conditions contained in Section 8.1 and Section 8.2 hereof and the commencement and completion of the Debt FinancingMarketing Period, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties as of the Company contained in date of this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing DateAgreement, Parent has no reason to believe that (i) any of the conditions to the Financing Conditions contemplated by the Financing Commitments will not be satisfied or (ii) that the Debt Financing will not be made available to Parent and Merger Sub on the Closing Date. Parent understands Assuming (i) the satisfaction of the conditions in Section 8.1 and acknowledges that under Section 8.2 hereof and (ii) the terms Financing is funded in accordance with its conditions, upon funding of this Agreementthe Financing Commitments, the obligations of Parent and Merger Sub will have on the Closing Date, together with Company cash, funds sufficient to consummate pay the Merger are not Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to be paid in any way contingent upon or otherwise subject to connection with the consummation by Parent or Merger Sub of any financing arrangementsthe transactions contemplated hereby, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subincluding all related fees and expenses.

Financial Capability. (a) Parent has delivered to the Company a true and complete copy of each the executed debt commitment letter, dated as of the executed Debt Commitment Lettersdate hereof, among JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc., KeyBank National Association and the Debt Fee Letters Cash Merger Sub (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations as amended, restated, replaced, supplemented, waived or otherwise modified in accordance with the terms thereof of this Agreement, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto (together with any other Person that becomes a party thereto by joinder or otherwise, the “Lenders”) have agreed, upon the terms and (y) that subject to the conditions thereof, to lend the amounts set forth in therein, for, among other things, the purposes of financing the transactions contemplated by this Agreement (including the redemption of the Senior Notes contemplated by Section 6.2(a5.21) will be satisfied at and related fees and expenses (the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date“Debt Financing”). The Debt Commitment Letters have Letter has not been amended amended, restated or otherwise modified in any manner or waived prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the respective commitments contained in the Debt Commitment Letters Letter have not been withdrawn withdrawn, modified or rescinded in any respectrespect prior to the date of this Agreement. As of the date hereofof this Agreement, the Debt Commitment Letters are Letter is in full force and effect and represent a validconstitutes the legal, valid and binding and enforceable obligation of Parent and, to the knowledge of Parent, the other parties thereto in accordance with its terms, in each other party theretocase, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. There are no conditions precedent related to the obligations of the Lenders to fund the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter, and, other than a fee letter relating to fees with respect to the Debt Financing (a complete copy of which has been provided to the Company with fee amounts and other economic terms being the only terms redacted (which redacted terms do not adversely affect the availability of or impose any additional conditions on the availability of the Debt Financing)), there are no side letters or other contracts or binding arrangements (oral or written) to which any Parent Party is a party related to the funding at the Closing of the Debt Financing other than the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Debt Financing, together with the amount in the Trust Account, as of the date of this Agreement, the net proceeds contemplated from the Permitted Equity Financing subject to the THL Subscription Agreement, and other Available Cash will, in the aggregate, be sufficient for the satisfaction of all of the payment obligations of the Parent Parties under this Agreement at the Closing, including the payment of (i) the satisfaction or waiver of the Financing Conditions Total Cash Value, and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or all fees and expenses and other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused payment obligations required to be paidpaid or satisfied by the Parent Parties in connection with the transactions contemplated by this Agreement and the Debt Financing at the Closing (it being understood and agreed that for the purposes of this Section 4.6, the Existing Notes Refinancing (as defined below) shall be deemed to occur at Closing), including any repayment or refinancing of Indebtedness (including the Existing Notes (as defined in the Debt Commitment Letter as in effect on the date hereof)) to be repaid in connection with the consummation of the transactions contemplated by this Agreement (such amount, the “Required Financing Amount”); provided that, for the avoidance of doubt the Required Financing Amount shall always include an amount sufficient to consummate the redemption in full of the Existing Notes (as defined in the Debt Commitment Letter as in effect on the date hereof) (such redemption, the “Existing Notes Refinancing”) as contemplated by the terms of this Agreement and all commitment fees and other amounts that are due and payable on or prior to the Debt Commitment Letter. As of the date of this Agreement Agreement, assuming the satisfaction of the conditions contained in connection with the Debt Financing. No Section 6.1 and Section 6.3, (A) no event has occurred which, with or without notice, lapse of time or both, which would constitute a breach or default that (or an event which with notice or lapse of time or both could reasonably be expected to result in constitute a failure to satisfy a Financing Condition breach or default) on the part of Parent or a breach or default by under the Debt Commitment Letter or, to its knowledge, any other party thereto under any term of to the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(aLetter and (B) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no does not have any reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) conditions to the Debt Financing will not be made satisfied or that the Debt Financing will not be available to Parent on at the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubClosing.

Financial Capability. Parent Uniti has delivered to the Company a true Windstream true, complete and complete copy of each correct copies of the executed commitment letter, dated as of the date hereof (including all exhibits, schedules and annexes thereto, and as amended, supplemented, replaced or otherwise modified from time to time after the date hereof in compliance with ‎Section 6.06(b), the “Debt Commitment LettersLetter”), and with fee amounts redacted in a customary manner, pursuant to which the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties Financing Sources party thereto have committed, subject to the terms and conditions set forth therein, to provide to Uniti debt financing in the amounts set forth therein (the “Debt Commitment Letters (other than the Parent and Merger SubFinancing”) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side related fee letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth referenced in the Debt Commitment Letters Letter (with fee amounts and other commercially sensitive information not affecting conditionality redacted in a customary manner) (the Debt “Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee LettersLetter”), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are Letter has not been amended, modified, terminated or withdrawn. As of the date hereof, the Debt Commitment Letter is in full force and effect and represent a validconstitutes the legal, valid and binding and enforceable obligation obligations of Parent Uniti and, to the knowledge of ParentUniti, each the other party parties thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that in each case, except insofar as such enforceability may be limited by bankruptcythe Enforceability Exceptions. As of the date hereof, insolvencythe Debt Commitment Letter has not been withdrawn or terminated, reorganization or otherwise amended, supplemented or modified in any respect and no such withdrawal, termination, amendment, supplement or modification is contemplated, other than with respect to amendments, supplements or modifications to add lenders, lead arrangers, syndication agents or other laws of general application relating to Debt Financing Sources in accordance with ‎Section 6.06(b) hereof or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with any Alternative Financing in the form of debt securities contemplated by the terms thereof. There are no other agreements, side letters or arrangements relating to the Debt Financing to which Uniti is a party (other than the Debt Commitment Letter and the Fee Letter) that would reduce, restrict or limit the total amount of the Debt Financing. No The funding of the full amount of the Debt Financing is subject to no conditions precedent other than those set forth in the Debt Commitment Letter. 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 that could reasonably be expected to result in constitute a failure default or breach by Uniti or, to satisfy a Financing Condition on the part knowledge of Parent or a breach or default by Uniti, any other party thereto thereto, under any term the Debt Commitment Letter. Assuming the funding in full of the Debt Commitment Letters. There are no conditions precedent Financing on or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on before the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions Uniti will not be satisfied or (ii) the Debt Financing will not be made available to Parent have on the Closing DateDate sufficient funds to satisfy the Financing Requirement. Parent understands Uniti or one of its Affiliates has fully paid any and acknowledges that under all commitment fees or other fees required by the terms of this Agreement, Debt Commitment Letter to be paid on or before the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subdate hereof.

Financial Capability. Parent (a) Concurrently with the execution of this Agreement, Buyer has delivered to the Company a true HD Supply, true, complete and complete copy correct copies of each (i) an executed equity commitment letter, dated as of the date hereof (the “Equity Commitment Letter”), from Cxxxxxx, Dubilier & Rice Fund XI, L.P., a Cayman Islands exempted limited partnership (the “Equity Financing Source”), pursuant to which the Equity Financing Source has committed, subject to the terms and conditions set forth therein, to invest in Buyer the amount set forth therein (the “Equity Financing”), (ii) an executed debt commitment letter, dated as of the date hereof (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and as amended from time to time after the date hereof in compliance with Section 5.8, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) from the lenders party thereto (collectively, the “Committed Lenders”) and the arrangers party thereto, pursuant to which the Committed Lenders have committed, subject only to the terms and conditions set forth therein, to provide to Buyer debt financing in the aggregate amount set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”), and (iii) the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties fee letter related to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the ClosingLetter, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided except that the existence or exercise amount of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreementfees, side letter or flex provisions, pricing terms, pricing caps and other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming commercially sensitive terms specified therein have been redacted (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closingsuch fee letter, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(bLetter”). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of and the date hereof, the Debt Commitment Letters Fee Letter are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to have not been amended or modified. Assuming the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver accuracy of the Financing Conditions representations and (ii) the qualification that such enforceability may be limited by bankruptcywarranties set forth in Article III, insolvency, reorganization or other laws Buyer has no reason to expect as of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default (A) that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the conditions to the Financing Conditions contained in the Commitment Letters to be satisfied by it or its Affiliates will not be satisfied or (iiB) that any portion of the Debt Financing will not be made available to Parent Buyer on the Closing Date. Parent understands Assuming the Financing is funded on or prior to the Closing Date in accordance with the Commitment Letters, the accuracy of the representations and acknowledges that warranties set forth in Article III, the performance by HD Supply and its Affiliates of their respective obligations under this Agreement, including the terms obligations set forth in Section 5.8(d), and the satisfaction of all of the conditions to the obligation of Buyer to consummate the transactions contemplated by this Agreement, the obligations aggregate proceeds of Parent and Merger Sub the Financing contemplated by the Commitment Letters will be sufficient to fund all of the amounts required to be paid by Buyer on the Closing Date to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation transactions contemplated by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subthis Agreement.

Financial Capability. Parent has delivered to the Company a true and complete copy of each of the executed Debt Commitment Lettersdebt commitment letter among Barclays Bank PLC, Xxxxxxx Xxxxx Bank USA and the Debt Fee Letters (redacted to delete the economic Parent dated as of April 10, 2017 and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations as amended, restated, replaced, supplemented, waived or otherwise modified in accordance with the terms thereof herein, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto (together with any other Person that becomes a party thereto by joinder or otherwise, the “Lenders”) have agreed, upon the terms and (y) that subject to the conditions thereof, to lend the amounts set forth in Section 6.2(a) will be satisfied at therein, for, among other things, the Closing, Parent purposes of financing the transactions contemplated by this Agreement and Merger Sub shall have at related fees and expenses (the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date“Debt Financing”). The Debt Commitment Letters have Letter has not been amended amended, restated or otherwise modified in any manner or waived prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the respective commitments contained in the Debt Commitment Letters Letter have not been withdrawn withdrawn, modified or rescinded in any respectrespect prior to the date of this Agreement. As of the date hereofof this Agreement, the Debt Commitment Letters are Letter is in full force and effect and represent a validconstitutes the legal, valid and binding and enforceable obligation of Parent and, to the knowledge of Parent, each the other party parties thereto, in each case, subject only to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. As of the date of this Agreement, there are no conditions precedent related to the obligations of the Lenders to fund the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter, and, other than a fee letter relating to fees with respect to the Debt Financing (a complete copy of which has been provided to the Company, with fee amounts and “flex provisions” redacted (which redacted terms do not adversely affect the availability of or impose any additional conditions on the availability of the Debt Financing)), there are no side letters or other contracts or binding arrangements (oral or written) to which any Parent Party is a party related to the funding at the Closing of the Debt Financing other than the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Debt Financing, together with the amount in the Trust Account and, as of the date of this Agreement, other Available Cash will, in the aggregate, be sufficient for the satisfaction of all of the payment obligations of the Parent Parties under this Agreement at the Closing, including the payment of (i) the satisfaction or waiver of the Financing Conditions aggregate Merger Consideration, and (ii) all fees and expenses and other payment obligations required to be paid or satisfied by the qualification Parent Parties in connection with the transactions contemplated by this Agreement and the Debt Financing at the Closing, including any repayment or refinancing of Indebtedness as a result of the consummation of the transactions contemplated by this Agreement (such amount, the “Required Financing Amount”). As of the date of this Agreement, (A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both could constitute a breach or default) on the part of Parent under the Debt Commitment Letter or, to its knowledge, any other party to the Debt Commitment Letter and (B) assuming the satisfaction of the conditions contained in Article VI, Parent does not have any reason to believe that such enforceability may any of the conditions to the Debt Financing will not be limited by bankruptcy, insolvency, reorganization satisfied or other laws of general application relating that the Debt Financing or the amount in the Trust Account and Available Cash in the aggregate constituting the Required Financing Amount will not be available to or affecting rights of creditorsParent at the Closing. Parent has fully paid (or caused to be paid) any and all commitment fees and or other amounts that are due and payable on or fees required to be paid prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected pursuant to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubLetter.

Financial Capability. Parent Merger Sub has delivered received the -------------------- executed Bank Commitment Letter and the Bridge Commitment Letter attached to Section 4.5 of the Purchaser Disclosure Letter (together the "Commitment Letters") with respect to the Company a true and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the debt financing of arrangements for the transactions contemplated by this Agreement, other than as set forth in hereby (the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b"Financing"). As of the date hereofof this Agreement, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent have not been amended or rescinded. Merger Sub will deliver to Seller correct and complete copies of the definitive agreements for the Financing of the transactions contemplated hereby promptly when entered into. The aggregate proceeds of the Financing provided for in the Commitment Letters will be sufficient to pay the Cash Merger Consideration after the adjustments in Article II and perform the other obligations of Merger Sub and the Surviving Corporation following the Closing. As of the date hereof, Purchaser and Merger Sub believe that such Financing will be obtained. Immediately after the Closing, the capitalization of the Surviving Corporation on a validconsolidated basis will (i) include equity that will be at a level not materially less than the equity capitalization set forth in the Commitment Letters and (ii) include a level of total debt that will not be materially greater in the aggregate than the total amount of debt (including the calculated amount of revolving loan facilities) set forth in the Commitment Letters (other than Closing Indebtedness and subordinated notes payable to Seller in connection with this Agreement). Notwithstanding the prior sentence, binding and enforceable obligation of Parent and, the Company shall be entitled to make adjustments to the knowledge capitalization set forth in Section 4.6 by issuing subordinated notes on terms equivalent to the Surviving Corporation Notes instead of Parent, each other party thereto, subject only to preferred stock provided that (i) the satisfaction or waiver amount of additional notes issued in lieu of preferred stock does not materially and adversely affect the solvency of the Financing Conditions Surviving Corporation, and Seller is not treated disproportionately with respect to its Surviving Company Notes and preferred stock as compared to the Purchaser's preferred stock and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws at least 32,000 shares of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that Company Preferred Stock are due and payable on or prior issued pursuant to the date Contribution and more than 20% of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse such shares of time or both, would constitute a breach or default that could reasonably be expected Company Preferred Stock are transferred to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related Purchaser pursuant to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubStock Purchase.

Financial Capability. Parent 11.4.1 Purchaser has delivered to the Company a true Sellers true, complete and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions correct copies of the Debt Fee Letters)Commitment Papers from the lenders party thereto (collectively, the “Lenders”) and the arrangers party thereto, pursuant to which the Lenders have committed, subject to the terms and conditions set forth therein, to provide to Purchaser the Debt Commitments. Assuming (x) that 11.4.2 As of the parties to date hereof, the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters Papers have not been amended amended, modified, terminated or modified in any manner prior to the date of this Agreement (withdrawn; provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters Letters, shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters)Papers. Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. 11.4.3 As of the date hereof, the Debt Commitment Letters Papers are in full force and effect and represent a validconstitute the legal, valid and binding and enforceable obligation obligations of Parent Purchaser and, to the knowledge of ParentPurchaser, the Lenders, in each other party theretocase, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be except as limited by the application of bankruptcy, insolvency, reorganization or other laws of general application reorganisation, moratorium and similar Applicable Laws relating to or affecting creditors’ rights or to general principles of creditorsequity. Parent has fully paid (11.4.4 As of the date hereof, there are no other legally binding agreements, side letters or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior arrangements relating to the date Debt Financing (other than the Debt Commitment Papers and the Debt Fee Letters) among the parties thereto that would reasonably be expected to materially and adversely affect the availability of this Agreement in connection with the Debt Financing. No 11.4.5 As of the date hereof, the Debt Financing is subject to no conditions precedent other than those set forth in the Debt Commitment Papers and the Debt Fee Letters. 11.4.6 As of the date hereof, to the knowledge of Purchaser, assuming the accuracy of the Warranties set forth in Clause 11.1, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in constitute a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.default

Financial Capability. (a) As of the date of this Agreement, Parent has delivered received (i) an executed equity commitment letter, dated as of the date hereof (the “Equity Commitment Letter”), from the Guarantors, pursuant to which the Guarantors have committed to provide equity financing in connection with the Transactions in the amount set forth therein, subject to terms and conditions set forth therein (the “Equity Financing”), which Equity Commitment Letter expressly provides that the Company is a third-party beneficiary thereto and entitled to enforce such commitments subject to the Company a terms and conditions set forth therein, and (ii) an executed debt commitment letter, dated as of the date hereof (including all exhibits, schedules and annexes thereto and any associated fee letter, the “Debt Financing Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”), from the Debt Financing Sources, pursuant to which the Debt Financing Sources have committed, subject to the terms and conditions set forth therein, to provide to Parent the amount of debt financing set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”), in each case, solely for the Financing Purposes. A true and complete copy of each Commitment Letter (other than the fee letter referred to in the Debt Financing Commitment Letter, which is addressed below) has been previously provided to the Company. All fees (if any) required to be paid under the Commitment Letters on or prior to the date hereof have been paid in full. As of the date hereof, each Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, in accordance with its terms. As of the date hereof, none of the Commitment Letters have been amended, modified, withdrawn, terminated or rescinded in any respect. To the Knowledge of Parent, no amendment or modification to, or withdrawal, termination or rescission of, any Commitment Letter is currently contemplated (other than to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions Financing Commitment Letter as of the Debt Fee Lettersdate of this Agreement). Assuming (xi) that the parties to accuracy in all material respects of the Debt Commitment Letters (other than the Parent representations and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions warranties set forth in Section 6.2(aArticle 3 and (ii) the performance by the Company and its Subsidiaries of the covenants and agreements contained in this Agreement in all material respects, the aggregate proceeds contemplated by the Commitment Letters will be satisfied at the Closing, sufficient for Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of consummate the transactions contemplated by this Agreement, other than as set forth in including (A) paying the Debt Commitment Letters and the Debt Fee Letters. Assuming Merger Consideration, (xB) that the parties to the Debt Commitment Letters (other than the paying all out-of-pocket expenses incurred by Parent and Merger Sub) perform their obligations Sub in accordance connection with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated herebyby this Agreement, including (C) paying any indebtedness required to be repaid, refinanced, redeemed, retired, cancelled or terminated in connection with the payment consummation of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders (D) satisfying all of Shares and Company Accelerated Equity Awards will be entitled pursuant to its other obligations under this Agreement and the repayment of other agreements and instruments contemplated hereby (collectively, the indebtedness contemplated by Sections 5.17(a) and 5.17(b“Financing Purposes”). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force Parent and effect Merger Sub understand and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges acknowledge that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are Transactions is not in any way contingent upon or otherwise subject to the consummation by Parent Parent’s or Merger Sub Sub’s consummation of any financing arrangements, the obtaining by Parent or Merger Sub obtaining of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub. Except for the fee letter referred to in the Debt Financing Commitment Letter (a true and complete copy of which fee letter has been provided to the Company, with only fee amounts, “market flex” provisions, “securities demand” provisions, pricing terms, pricing caps and other commercially sensitive terms redacted (none of which could adversely affect the conditionality, enforceability, availability or termination of the Financing or reduce the aggregate principal amount of the Financing below the amount required to pay the Financing Purposes and to the extent that any such redacted term shall be modified in such a way to impact the conditionality of the Financing or reduce the aggregate principal amount of the Financing below the amount required to pay the Financing Purposes, then such modified term shall be disclosed to the Company)) and customary engagement letters and fee credit letters related to the Debt Financing (which engagement letters and fee credit letters do not relate to any terms that may adversely affect the conditionality, enforceability, availability or termination of the Financing or reduce the aggregate principal amount of the Financing below the amount required to pay the Financing Purposes), as of the date hereof, there are no side letters or other agreements or contracts or arrangements related to the funding or investing, as applicable, of the Financing other than as expressly set forth in the applicable Commitment Letters. Neither the fee letter referred to in the Debt Financing Commitment Letter nor any other Contract between the Guarantors or the Debt Financing Sources, on the one hand, and Parent or any of its affiliates, on the other hand, contains any conditions precedent or other contingencies (other than as set forth in the applicable Commitment Letters) (x) related to the funding of the full amount of the Financing or any provisions that could reduce the aggregate amount of the Financing set forth in any Commitment Letter, in each case, below the amount required to pay the Financing Purposes or (y) that could otherwise adversely affect the conditionality, enforceability or availability of any Commitment Letter with respect to all or any portion of the Financing required to pay the Financing Purposes. As of the date hereof, neither Parent nor Merger Sub (x) is in breach of any of the terms or conditions set forth in the Commitment Letters and, to the Knowledge of the Parent, 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 or Merger Sub under any term or condition of the Commitment Letters or (y) has any reason to believe that any of the conditions to the Financing would not be satisfied on a timely basis or that the Financing would not be available to Parent on the Closing Date in at least the amount required to pay the Financing Purposes.

Financial Capability. Parent has delivered to the Company Attached hereto as Exhibit D is a true true, correct and complete copy of each the executed debt commitment letter and related fee letter (with only the fee amounts and the economic terms of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions contained therein redacted) in effect as of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement Agreement, dated on or about the date hereof, between Buyer and each of Citigroup Global Markets Inc., Bank of America, N.A., BofA Securities, Inc., Barclays Bank PLC, UBS AG, Stamford Branch and UBS Securities LLC, including all exhibits, schedules, debt fee letters, and annexes attached thereto (provided that collectively, the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment LettersLetter”). Neither Parent nor any , pursuant to which Citigroup Global Markets Inc., Bank of its Affiliates has entered into any agreementAmerica, side letter or other commitment or arrangement relating N.A., BofA Securities, Inc., Barclays Bank PLC, UBS AG, Stamford Branch and UBS Securities LLC have agreed upon the terms and subject to the conditions thereof, to lend the amounts set forth therein for purposes including the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters Agreement and the Debt Fee Letters. Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of related fees and expenses (the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b“Debt Financing”). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are Letter in the form so attached is in full force and effect and represent a constitutes the legal, valid, binding and enforceable obligation of Parent andBuyer, and to the knowledge Knowledge of ParentBuyer, each the other party parties thereto, in each case in accordance with its terms, subject only to (i) the satisfaction or waiver any Enforcement Limitation. As of the Financing Conditions and (ii) date hereof, the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement commitments in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment LettersLetter have not been withdrawn, modified or rescinded in any respect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt FinancingFinancing contemplated by the Debt Commitment Letter to be funded on the Closing Date other than as set forth in the Debt Commitment Letter, and as of the date hereof, other than the Financing Conditions. Assuming the condition as set forth in Section 6.2(a) the Debt Commitment Letter, there are no side letters or other Contracts related to the Debt Financing that could affect the availability of the Debt Financing contemplated by the Debt Commitment Letter. No event has occurred that, with or without notice, lapse of time, or both, would constitute a default or breach on the part of Buyer or, to the Knowledge of Buyer, any other party thereto, in each case under the terms and conditions of the Debt Commitment Letter; provided, that Buyer is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Articles 3 (as modified by the Disclosure Schedule) or 4 or the nonperformance or noncompliance by the Company or any Shareholder of its obligations hereunder. Assuming the satisfaction of the Company contained in this Agreement and the condition conditions set forth in Section 6.2(bArticle 8, the accuracy of the representations and warranties set forth in Articles 3 (as modified by the Disclosure Schedule) regarding and 4, the Company’s compliance and performance by the Company and compliance with all the Shareholders of their respective covenants and obligations under agreements set forth in this Agreement required Agreement, and subject to the satisfaction of the conditions of the financing contemplated by the Debt Commitment Letter, the net proceeds contemplated from the Debt Financing, when funded in accordance with the Debt Commitment Letter, will, in the aggregate, together with the net proceeds of the Equity Financing and Buyer’s immediately available funds, be performed and complied with by it are satisfied sufficient on the Closing Date, Parent has no reason to believe that Date for (i) any of the Financing Conditions will not be satisfied or (iia) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.satisfaction

Financial Capability. Parent The Buyer has delivered received a draft commitment letter, to be dated on or about the Effective Date (the “Senior Bank Commitment Letter”) from CitiGroup Global Markets Inc., Xxxxxx Brothers Inc., Xxxxxx Commercial Paper Inc. and Sun Trust Bank, Inc. (the “Lenders”), pursuant to which the Lenders will severally commit, subject to the Company a true terms and complete copy of each of the executed Debt Commitment Letters, and the Debt Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth therein, to provide to the Buyer One Hundred Fifty Million Dollars ($150,000,000) in Section 6.2(a) senior secured debt financing in connection with the Closing. A fully executed copy of the binding Senior Bank Commitment Letter will be satisfied at delivered to DaVita promptly upon its execution and delivery by the ClosingLenders. In addition, Parent the Buyer has received (a) a binding commitment letter, dated on or prior to the Execution Date (the “WCAS X Commitment Letter”) from Welsh, Carson, Xxxxxxxx & Xxxxx X, L.P. (“WCAS X”) pursuant to which WCAS X has committed, subject to the terms and Merger Sub shall have at conditions set forth therein, to provide to the Closing sufficient cashBuyer up to an aggregate of One Hundred Ninety Million Dollars ($190,000,000) in cash in exchange for securities of the Buyer (or a parent company thereof) and (b) a binding commitment letter, available lines dated on or prior to the Execution Date (the “WCAS XX XX Commitment Letter”) from WCAS Capital Partners IV, L.P. (“WCAS XX XX”) pursuant to which WCAS XX XX has committed, subject to the terms and conditions set forth therein, to provide to the Buyer One Hundred Thirty Million Five Hundred Thousand Dollars ($130,500,000) in cash in exchange for securities of credit or other sources the Buyer and/or of immediately available funds a parent company thereof. The Senior Bank Commitment Letter, the WCAS X Commitment Letter and the WCAS XX XX Commitment Letter are referred to make payment herein collectively as the “Commitment Letters”. The Buyer has provided the Sellers with true, correct and complete copies of all amounts to be paid by them hereunder the WCAS X Commitment Letter and the WCAS XX XX Commitment Letter as in effect on and after the Closing Effective Date. The Debt WCAS X Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided that the existence or exercise of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters Letter and the Debt Fee Letters. Assuming (x) that the parties to the Debt WCAS XX XX Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereof, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters Letter are in full force and effect effect. The financing contemplated by the WCAS X Commitment Letter and represent a valid, binding and enforceable obligation of Parent and, the WCAS XX XX Commitment Letter is sufficient to provide the knowledge of Parent, each other party thereto, subject only Buyer with sufficient funds to (i) consummate the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained transactions described in this Agreement and (without regard to whether the condition set forth in Section 6.2(b) regarding financing contemplated by the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger SubSenior Bank Commitment Letter is consummated).

Financial Capability. Parent (a) Exhibit 5.5 attached hereto contains, true, complete and correct copies of (i) an executed equity commitment letter, dated as of the Effective Date (the “Equity Commitment Letter”), from Xxxxxxx, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership (the “Equity Financing Source”), pursuant to which the Equity Financing Source has delivered committed, subject to the Company a true terms and complete copy of each conditions set forth therein, to invest in Buyer the amount set forth therein (the “Equity Financing”), (ii) an executed debt commitment letter, dated as of the executed Effective Date (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and as amended from time to time after the Effective Date in compliance with Section 6.8, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) from the lenders party thereto (collectively, the “Committed Lenders”) and the arrangers party thereto, pursuant to which the Committed Lenders have committed, subject to the terms and conditions set forth therein, to provide to Buyer debt financing in the aggregate amount set forth therein (the “Debt Fee Letters Financing and, together with the Equity Financing, the “Financing”) and (redacted to delete iii) the economic and “market flex” provisions of the Debt Fee Letters). Assuming (x) that the parties fee letter related to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the ClosingLetter, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement (provided except that the existence or exercise and/or amount of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreementfees, side letter or flex provisions, pricing terms, pricing caps and other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the Debt Fee Letters. Assuming commercially sensitive numbers specified therein have been redacted (x) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closingsuch fee letter, the proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions contained in the Debt Fee Letters), together with cash, available lines of credit or other sources of immediately available funds, will be sufficient to consummate the transactions contemplated hereby, including the payment of the aggregate cash to be paid as Merger Consideration and the aggregate Company Accelerated Equity Award Payments to which holders of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(bLetter”). As of the date hereofEffective Date, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction have not been amended or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditionsmodified. Assuming the condition set forth in Section 6.2(a) regarding accuracy of the representations and warranties of the Company contained in this Agreement and the condition set forth in Article III and Article IV (for the avoidance of doubt, giving effect to the last two sentences of Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date2.12), Parent Buyer has no reason to believe expect as of the Effective Date (x) that (i) any of the conditions to the Financing Conditions contained in the Commitment Letters to be satisfied by it or its Affiliates will not be satisfied or (iiy) that any portion of the Debt Financing will not be made available to Parent Buyer on the Closing Date. Parent understands Assuming the Financing is funded on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations and acknowledges that warranties set forth in Article III and Article IV, the performance by Sellers and their Affiliates of their respective obligations under this Agreement, including the terms obligations set forth in Section 6.8(d), and the satisfaction of all of the conditions to the obligation of Buyer to consummate the transactions contemplated by this Agreement, the obligations aggregate proceeds of Parent and Merger Sub the Financing contemplated by the Commitment Letters will be sufficient to fund all of the amounts required to be paid by Buyer on the Closing Date to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation transactions contemplated by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subthis Agreement.

Financial Capability. Parent (a) Buyer has delivered to the Company a Seller true and complete copy fully executed copies of each (i) executed commitment letter(s), dated as of the executed Debt Commitment Lettersdate hereof between Buyer and the Financing Sources party thereto (including all exhibits, schedules and annexes thereto, and the Debt executed fee letter (the “Fee Letters (redacted to delete the economic and “market flex” provisions of the Debt Fee Letters). Assuming (xLetter”) that the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, Parent and Merger Sub shall have at the Closing sufficient cash, available lines of credit or other sources of immediately available funds to make payment of all amounts to be paid by them hereunder on and after the Closing Date. The Debt Commitment Letters have not been amended or modified in any manner prior to the date of this Agreement associated therewith (provided that the existence or exercise amount of “market flex” provisions contained in the Debt Fee Letters shall not be deemed to constitute an amendment or modification of the Debt Commitment Letters). Neither Parent nor any of its Affiliates has entered into any agreementfees, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreementflex provisions, other than as pricing terms and pricing caps set forth in any commitment letter or the Debt Commitment Letters and Fee Letter may be redacted; provided, further, that none of the Debt Fee Letters. Assuming redacted terms (x) that could reasonably be expected to adversely affect the parties to the Debt Commitment Letters (other than the Parent and Merger Sub) perform their obligations in accordance with the terms thereof and (y) that the conditions set forth in Section 6.2(a) will be satisfied at the Closing, the proceeds availability of the Debt Financing or (both before and after giving effect to y) affect the exercise conditionality, enforceability, availability or aggregate principal amount of any or all “market flex” provisions contained in the Debt Fee LettersFinancing), as the same may be amended pursuant to Section 7.21, collectively, the “Debt Financing Commitment Letter” and, together with cashthe Equity Commitment Letter, available lines the “Financing Commitment Letters”) pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt financing in the amounts set forth therein (the “Debt Financing”) and (ii) the Equity Commitment Letter, pursuant to which the Equity Provider has agreed and committed, subject to the terms and conditions thereof, to invest in Buyer, directly or indirectly, the cash amounts set forth therein (such financing, the “Equity Financing” and, together with the Debt Financing, the “Financing Commitments”) for the purpose of credit or other sources of immediately available funds, will be sufficient satisfying Buyer’s obligations under this Agreement and to consummate the transactions contemplated hereby, including the payment of the aggregate cash hereby and to pay all fees and expenses reasonably expected to be paid as Merger Consideration incurred in connection herewith and with the Financing. The Equity Commitment Letter provides that the Seller is an express third-party beneficiary thereof and Buyer and the aggregate Company Accelerated Equity Award Payments to which holders Provider will not oppose the granting of Shares and Company Accelerated Equity Awards will be entitled pursuant to this Agreement and the repayment of the indebtedness contemplated by Sections 5.17(a) and 5.17(b). As of the date hereofan injunction, the commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, subject only to (i) the satisfaction or waiver of the Financing Conditions and (ii) the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization specific performance or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement equitable relief in connection with the Debt Financing. No event has occurred which, with or without notice, lapse exercise of time or both, would constitute a breach or default that could reasonably be expected to result in a failure to satisfy a Financing Condition on the part of Parent or a breach or default by any other such third-party thereto under any term of the Debt Commitment Letters. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than the Financing Conditions. Assuming the condition set forth in Section 6.2(a) regarding the representations and warranties of the Company contained in this Agreement and the condition set forth in Section 6.2(b) regarding the Company’s performance and compliance with all covenants and obligations under this Agreement required to be performed and complied with by it are satisfied on the Closing Date, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub to consummate the Merger are not in any way contingent upon or otherwise subject to the consummation by Parent or Merger Sub of any financing arrangements, the obtaining by Parent or Merger Sub of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Subbeneficiary rights.