Common use of Financing Commitments Clause in Contracts

Financing Commitments. As of the date of this Agreement, Parent has delivered to the Company a true and complete copy of the executed debt financing commitment letters, dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company (“TopCo”), and the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof (the “Commitment Letters”) and a true and correct copy of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which would reasonably be expected to reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) or impose additional conditions to the funding of the Debt Financing). The debt financing committed pursuant to the Commitment Letters is collectively referred to in this Agreement as the “Debt Financing”. Each Commitment Letter is in full force and effect as of the date of this Agreement, and the commitments contained in each Commitment Letter have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified in any respect prior to the date of this Agreement. As of the date of this Agreement, each Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and TopCo and, to the Knowledge of Parent, the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming that the Debt Financing is received as contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent and the Company, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement on the Closing Date (such amount, the “Required Amount”). There are no side letters or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company), other than the Commitment Letters and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact the conditionality or reduce the amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company)). As of the date of this Agreement, (A) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by Parent of any terms or conditions set forth in the Commitment Letters or, to the Knowledge of Parent, any other party thereto under any term or condition of the Commitment Letters and (B) subject to the satisfaction of the conditions contained in Section 5.1 and Annex A hereof, Parent does not have any reason to believe that the Debt Financing contemplated by the Commitment Letters in an amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) will not be available to Parent or Merger Sub at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letters to be paid prior to the date of this Agreement. Notwithstanding anything to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, as applicable, to the Commitment Letters.

Financing Commitments. As of the date of this Agreement, Parent has delivered to the Company a true and complete complete, fully executed copy of the executed debt financing a commitment lettersletter, dated January 13as of June 11, 20252008, by between Parent and among ParentBank of America, Queen TopCoN.A., Banc of America Securities LLC, a Delaware limited liability company (“TopCo”)UBS Loan Finance LLC, UBS Securities LLC and the financial institutions party thereto from time to time▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, annexes and amendments to such letter in effect on as of the date hereof of this Agreement (the “Financing Commitment LettersLetter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Financing”) and a true and correct copy for the purpose of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which would reasonably be expected to reduce funding the aggregate principal amount transactions contemplated by this Agreement. None of the Debt respective commitments contained in the Financing below the amount required to pay the Required Amount (after taking into account Commitment Letter has been withdrawn, modified or rescinded in any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) or impose additional conditions respect prior to the funding date of the Debt Financing)this Agreement. The debt financing committed pursuant to the Commitment Letters is collectively referred to in this Agreement as the “Debt Financing”. Each Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of the date of this AgreementFinancing Commitment Letter, and assuming the commitments contained accuracy of the representations and warranties of the Company set forth in each Commitment Letter have not been withdrawnArticle III and the Company’s compliance with its agreements set forth in Article V, modified, rescinded or terminated or otherwise amended, supplemented or modified in any respect prior the aggregate proceeds to be disbursed pursuant to the date agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective U.S. and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, each Commitment Letterno event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the form so deliveredpart of Parent or Merger Sub under the Financing Commitment Letter or, is a legal, valid and binding obligation to the knowledge of Parent and TopCo andMerger Sub, any other party to the Knowledge of Parent, the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming that the Debt Financing is received as contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent and the Company, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement on the Closing Date (such amount, the “Required Amount”). There are no side letters or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company), other than the Commitment Letters and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact the conditionality or reduce the amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company))Letter. As of the date of this Agreement, (A) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by Parent of any terms or conditions set forth in the Commitment Letters or, to the Knowledge of Parent, any other party thereto under any term or condition of the Commitment Letters and (B) subject to the satisfaction of the conditions contained in Section 5.1 Sections 6.1 and Annex A hereof6.3, Parent does has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not have any reason to believe being satisfied or that the Debt Financing contemplated by the Commitment Letters in an amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) will not be available to Parent or Merger Sub at on the ClosingClosing Date. Parent has fully paid all commitment fees or other fees, if any, fees required by the Commitment Letters to be paid prior to the date of this Agreement. Notwithstanding anything Agreement pursuant to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, as applicable, to the Commitment LettersLetter.

Financing Commitments. As Parent has provided the Company with true and complete copies of (a) the executed commitment letter, dated as of the date hereof, among Parent, Merger Sub and the Lenders (together with the Lenders’ Affiliates and the officers, directors, employees, affiliates, partners, controlling parties, advisors, agents and Representatives of the Lender, and such Affiliates, the “Lender Parties”) (the “Debt Financing Commitment”), regarding the amounts set forth therein for the purposes of financing the Merger, the other Transactions contemplated by this Agreement and related fees and expenses (the “Debt Financing”) and (b) the executed equity commitment letter, dated as of the date of this Agreement, Parent has delivered to the Company a true and complete copy of the executed debt financing commitment letters, dated January 13, 2025, by and among Parent, Queen TopCoMerger Sub and the Sponsor (the “Equity Financing Commitment” and together with the Debt Financing Commitment, LLC, a Delaware limited liability company (the “TopCoFinancing Commitments”), and regarding the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof proposed cash investments set forth therein (the “Commitment Letters”) Equity Financing” and a true and correct copy of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which would reasonably be expected to reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) or impose additional conditions to the funding of together with the Debt Financing, the “Financing”). The debt financing committed pursuant to the Commitment Letters is collectively referred to in this Agreement as the “Debt Financing”. Each Commitment Letter is Financing Commitments are in full force and effect as of the date of this Agreement, hereof and are the commitments contained in each Commitment Letter have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified in any respect prior to the date of this Agreement. As of the date of this Agreement, each Commitment Letter, in the form so delivered, is a legal, valid and binding obligation obligations of Parent and TopCo Merger Sub and, to the Knowledge of Parent, of the other parties thereto (thereto, in accordance with the terms and conditions thereof, subject to applicable bankruptcythe Bankruptcy and Equity Exception. Notwithstanding anything in this Agreement to the contrary, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming that the Debt Financing is received as contemplated by Commitment may, in accordance with the Commitment Lettersprovisions of this Agreement, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent and the Company, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement on the Closing Date (such amount, the “Required Amount”). There are no side letters or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate amount of the Debt Financing below the amount required to pay the Required Amount (superseded after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company), other than the Commitment Letters and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact the conditionality or reduce the amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company)). As of the date of this Agreement, (A) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by Parent of any terms or conditions set forth in the Commitment Letters or, Agreement but prior to the Knowledge of Parent, any other party thereto under any term or condition Effective Time by Alternative Financing Commitments. None of the Commitment Letters and (B) subject to the satisfaction of the conditions contained in Section 5.1 and Annex A hereof, Parent does not have any reason to believe that the Debt Financing contemplated by the Commitment Letters in an amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) will not be available to Parent Commitments has been amended or Merger Sub at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letters to be paid modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. Notwithstanding anything There are no conditions precedent or other conditions, side agreements or other arrangements or understandings relating to the contrary hereinfunding of the Financing or the terms thereof, each other than the terms thereof set forth in the Financing Commitments and except for fee letters with respect to fees, market flex and related arrangements with respect to the Debt Financing (which documents do not relate to the aggregate amount of, conditionality of, or contain any conditions precedent to, the funding of the Debt Financing). Assuming the Financing Commitments are funded, Parent and Merger Sub expressly acknowledge will have at the Closing funds sufficient to pay the aggregate Merger Consideration and agree that obtaining to pay all of fees and expenses relating to the consummation of the Merger and the other transactions contemplated hereby. As of the date hereof, no event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent or Merger Sub under the Financing is not a condition Commitments, and neither Parent nor Merger Sub has any reason to believe that any of the conditions to the Offer, Financing Commitments will not be satisfied or that the Financing Commitments will not be available to Parent and Merger or Sub on the Closing Date. Parent has fully paid any and all commitment and other fees that have been incurred and are due and payable on or prior to the date hereof in connection with the Financing Commitments and has otherwise satisfied all of the other terms and conditions required to be satisfied pursuant to the terms of the Financing Commitments on or prior to the date hereof, and Parent will pay when due all other commitment fees arising under the Financing Commitments as and when they become payable. The obligations of each Parent and Merger Sub to consummate the transactions Transactions contemplated by this Agreement. The Offer Conditions satisfy hereby are not contingent on Parent’s ability to obtain any financing prior to consummating the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, as applicable, to the Commitment LettersMerger.

Financing Commitments. As of (a) Subject to the date of this Agreementterms and conditions set forth herein, Parent has delivered each Lender hereby severally agrees to make an Advance (such Advance, the “Initial Term Loan Advance”) to the Company a true and complete copy of on the executed debt financing commitment lettersEffective Date, dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company (“TopCo”), and the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments in an aggregate amount equal to such letter Lender’s Initial Term Loan Commitment and, as to all Lenders, in effect on the date hereof (the “Commitment Letters”) and a true and correct copy of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which would reasonably be expected to reduce the an aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) or impose additional conditions equal to the funding of the Debt Financing)Initial Term Loan Total Commitment. The debt financing committed pursuant Initial Term Loan Advances once repaid may not be reborrowed. (b) Subject to the Commitment Letters is collectively referred terms and conditions set forth herein, each Lender hereby severally agrees to in this Agreement as the make one or more Advances (such Advances, “Debt FinancingDelayed Draw Term Loan Advances”. Each Commitment Letter is in full force and effect as of the date of this Agreement, and the commitments contained in each Commitment Letter have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified in any respect prior ) available to the date of this Agreement. As of Company after the date of this Agreement, each Commitment Letter, in the form so delivered, is a legal, valid Effective Date and binding obligation of Parent and TopCo and, to the Knowledge of Parent, the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming that the Debt Financing is received as contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent and the Company, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement on the Closing Date (such amount, the “Required Amount”). There are no side letters or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the Delayed Draw Term Loan Termination Date, in an aggregate amount of equal to such ▇▇▇▇▇▇’s Delayed Draw Term Loan Commitment and, as to all Lenders, in an aggregate principal amount equal to the Debt Financing below Delayed Draw Term Loan Total Commitment. Delayed Draw Term Loan Advances once repaid may not be reborrowed. (c) Subject to the amount required terms and conditions set forth herein, each Lender hereby severally agrees to pay the Required Amount make Advances (after taking into account any other Financingsuch Advances, if any, and cash, cash equivalents and other financial assets of Parent and “Revolving Advances”) available to the Company), other than the Commitment Letters and other than customary engagement lettersfrom time to time on any Business Day, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do in an aggregate amount outstanding at one time up to but not contain terms that would impact the conditionality or reduce exceeding the amount of such ▇▇▇▇▇▇’s Revolving Commitment and, as to all Lenders, in an aggregate principal amount not exceeding the Debt Revolving Total Commitment. The Financing below Commitments shall terminate on the amount required Maturity Date. Within such limits and subject to pay the Required Amount (after taking into account any other Financing, if any, terms and cash, cash equivalents and other financial assets of Parent and the Company)). As of the date conditions of this Agreement, the Company may borrow (Aand re-borrow) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by Parent of any terms or conditions set forth in the Commitment Letters or, to the Knowledge of Parent, any other party thereto Advances under any term or condition of the Commitment Letters this Section 2.01(b) and (B) subject to the satisfaction of the conditions contained in Section 5.1 and Annex A hereof, Parent does not have any reason to believe that the Debt Financing contemplated by the Commitment Letters in an amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) will not be available to Parent or Merger Sub at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letters to be paid prior to the date of this Agreement. Notwithstanding anything to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, as applicable, to the Commitment Lettersprepay Revolving Advances.

Financing Commitments. As of (a) Subject to the date of this Agreementterms and conditions set forth herein, Parent has delivered each Lender hereby severally agrees to make an Advance (such Advance, the “Initial Term Loan Advance”) to the Company a true and complete copy of on the executed debt financing commitment lettersEffective Date, dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company (“TopCo”), and the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments in an aggregate amount equal to such letter Lender’s Initial Term Loan Commitment and, as to all Lenders, in effect on the date hereof (the “Commitment Letters”) and a true and correct copy of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which would reasonably be expected to reduce the an aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) or impose additional conditions equal to the funding of the Debt Financing)Initial Term Loan Total Commitment. The debt financing committed pursuant Initial Term Loan Advances once repaid may not be reborrowed. (b) Subject to the Commitment Letters is collectively referred terms and conditions set forth herein, each Lender hereby severally agrees to in this Agreement as the make one or more Advances (such Advances, “Debt FinancingDelayed Draw Term Loan Advances”. Each Commitment Letter is in full force and effect as of the date of this Agreement, and the commitments contained in each Commitment Letter have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified in any respect prior ) available to the date of this Agreement. As of Company after the date of this Agreement, each Commitment Letter, in the form so delivered, is a legal, valid Effective Date and binding obligation of Parent and TopCo and, to the Knowledge of Parent, the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming that the Debt Financing is received as contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent and the Company, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement on the Closing Date (such amount, the “Required Amount”). There are no side letters or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the Delayed Draw Term Loan Termination Date, in an aggregate amount of equal to such Lender’s Delayed Draw Term Loan Commitment and, as to all Lenders, in an aggregate principal amount equal to the Debt Financing below Delayed Draw Term Loan Total Commitment. Delayed Draw Term Loan Advances once repaid may not be reborrowed. (c) Subject to the amount required terms and conditions set forth herein, each Lender hereby severally agrees to pay the Required Amount make Advances (after taking into account any other Financingsuch Advances, if any, and cash, cash equivalents and other financial assets of Parent and “Revolving Advances”) available to the Company), other than the Commitment Letters and other than customary engagement lettersfrom time to time on any Business Day, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do in an aggregate amount outstanding at one time up to but not contain terms that would impact the conditionality or reduce exceeding the amount of such Lender’s Revolving Commitment and, as to all Lenders, in an aggregate principal amount not exceeding the Debt Revolving Total Commitment. The Financing below Commitments shall terminate on the amount required Maturity Date. Within such limits and subject to pay the Required Amount (after taking into account any other Financing, if any, terms and cash, cash equivalents and other financial assets of Parent and the Company)). As of the date conditions of this Agreement, the Company may borrow (Aand re-borrow) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by Parent of any terms or conditions set forth in the Commitment Letters or, to the Knowledge of Parent, any other party thereto Advances under any term or condition of the Commitment Letters this Section 2.01(b) and (B) subject to the satisfaction of the conditions contained in Section 5.1 and Annex A hereof, Parent does not have any reason to believe that the Debt Financing contemplated by the Commitment Letters in an amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) will not be available to Parent or Merger Sub at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letters to be paid prior to the date of this Agreement. Notwithstanding anything to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, as applicable, to the Commitment Lettersprepay Revolving Advances.

Financing Commitments. As (a) Parent has provided the Company with true and complete copies of (i) the commitment letter, dated as of the date of this Agreementhereof, Parent has delivered to from ▇▇▇▇▇ Fargo Capital Finance, LLC (the Company a true and complete copy of the executed debt financing commitment letters, dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company (“TopCoDebt Financing Commitment”), regarding the amounts set forth therein for the purposes of financing the Merger and the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof (the “Commitment Letters”) and a true and correct copy of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which would reasonably be expected to reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) or impose additional conditions to the funding of the Debt Financing). The debt financing committed pursuant to the Commitment Letters is collectively referred to in transactions contemplated by this Agreement as and related fees and expenses (the “Debt Financing”) and (ii) the Equity Financing Commitments (together with the Debt Financing Commitment, the “Financing Commitments”) regarding the proposed equity investments set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). Each Commitment Letter is The Financing Commitments are in full force and effect as of the date of this Agreement, hereof and are the commitments contained in each Commitment Letter have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified in any respect prior to the date of this Agreement. As of the date of this Agreement, each Commitment Letter, in the form so delivered, is a legal, valid and binding obligation obligations of Parent and TopCo the Acquisition Subsidiary and, to the Knowledge knowledge of Parent, of the other parties thereto (subject to applicable thereto, in accordance with the terms and conditions thereof, except that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws affecting or relating to the enforcement of creditors’ rights generally and is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law). Assuming only that the Debt Equity Financing is received as contemplated by the Commitment Lettersfunded, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent and the Company, Acquisition Subsidiary will be, as have at the Effective Time funds sufficient to pay all of the Closing Date, sufficient to satisfy all amounts payable under Article 2 of Parent’s obligations under this Agreement on and all fees and expenses associated therewith. Each Financing Commitment has not been amended or modified, and the Closing Date (such amount, the “Required Amount”)commitments set forth in each Financing Commitment has not been withdrawn or rescinded in any respect. There are no side letters conditions precedent or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions contingencies related to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate full amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company), at Closing hereunder other than the Commitment Letters conditions to Closing set forth herein and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact in the conditionality or reduce the amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company))Commitments. As of the date of this Agreement, (A) no No event has occurred thatwhich, with or without notice, lapse of time or both, would constitute a default or breach by on the part of Parent of any terms or conditions set forth in the Commitment Letters or, to the Knowledge of Parent, any other party thereto Acquisition Subsidiary under any term or condition of the Commitment Letters and (B) subject to the satisfaction of the conditions contained in Section 5.1 and Annex A hereof, Financing Commitments. Neither Parent does not have nor Acquisition Subsidiary has any reason to believe that any of the Debt conditions to the Financing contemplated by Commitments will not be satisfied or that the Commitment Letters in an amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) Financing will not be available to Parent or Merger Sub and Acquisition Subsidiary at the ClosingEffective Time. Parent has fully paid any and all commitment and other fees that have been incurred and are due and payable on or other fees, if any, required by the Commitment Letters to be paid prior to the date of this Agreementhereof in connection with each Commitment Letter. Notwithstanding anything to the contrary contained herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, the Merger or the Closing or the obligations of each Parent and Merger Sub Parent’s obligation to consummate the transactions contemplated by hereby is not contingent on Parent’s ability to obtain any financing prior to consummating the Merger. (b) The following provision is not intended to imply that the Debt Financing is a condition to consummation of the transactions contemplated hereby. The Debt Financing Commitment may, in accordance with the provisions of this Agreement. The Offer Conditions satisfy , be superseded at the requirements set forth option of Parent after the date of this Agreement but prior to the Effective Time by instruments (the “Alternative Financing Commitments”) replacing the then existing Debt Financing Commitment, provided that any Alternative Financing Commitment will be on terms that are no less favorable, in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, as applicableaggregate, to Parent (as determined in the reasonable judgment of Parent) than the terms of the Debt Financing Commitment Letterssuch Alternative Financing Commitment is replacing. In such event, (x) the term “Financing Commitments” as used herein will be deemed to include the Financing Commitments that are not so superseded at the time in question and the Alternative Financing Commitments to the extent then in effect, and (y) the term “Debt Financing” as used herein will mean the debt financing contemplated by the Financing Commitments as modified pursuant to the foregoing clause (x).

Financing Commitments. As of (a) Subject to the date of this Agreementterms and conditions set forth herein, Parent has delivered each Lender hereby severally agrees to make an Advance (such Advance, the “Initial Term Loan Advance”) to the Company a true and complete copy of on the executed debt financing commitment lettersEffective Date, dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company (“TopCo”), and the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments in an aggregate amount equal to such letter Lender’s Initial Term Loan Commitment and, as to all Lenders, in effect on the date hereof (the “Commitment Letters”) and a true and correct copy of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which would reasonably be expected to reduce the an aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) or impose additional conditions equal to the funding of the Debt Financing)Initial Term Loan Total Commitment. The debt financing committed pursuant Initial Term Loan Advances once repaid may not be reborrowed. (b) Subject to the Commitment Letters is collectively referred terms and conditions set forth herein, each Lender hereby severally agrees to in this Agreement as the make one or more Advances (such Advances, “Debt FinancingDelayed Draw Term Loan Advances”. Each Commitment Letter is in full force and effect as of the date of this Agreement, and the commitments contained in each Commitment Letter have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified in any respect prior ) available to the date of this Agreement. As of Company after the date of this Agreement, each Commitment Letter, in the form so delivered, is a legal, valid Effective Date and binding obligation of Parent and TopCo and, to the Knowledge of Parent, the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming that the Debt Financing is received as contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent and the Company, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement on the Closing Date (such amount, the “Required Amount”). There are no side letters or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the Delayed Draw Term Loan Termination Date, in an aggregate amount of equal to such ▇▇▇▇▇▇’s Delayed Draw Term Loan Commitment and, as to all Lenders, in an aggregate principal amount equal to the Debt Financing below Delayed Draw Term Loan Total Commitment. Delayed Draw Term Loan Advances once repaid may not be reborrowed. (c) Subject to the amount required terms and conditions set forth herein, each Lender hereby severally agrees to pay the Required Amount make Advances (after taking into account any other Financingsuch Advances, if any, and cash, cash equivalents and other financial assets of Parent and “Revolving Advances”) available to the Company), other than the Commitment Letters and other than customary engagement lettersfrom time to time on any Business Day, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do in an aggregate amount outstanding at one time up to but not contain terms that would impact the conditionality or reduce exceeding the amount of such ▇▇▇▇▇▇’s Revolving Commitment and, as to all Lenders, in an aggregate principal amount not exceeding the Debt Revolving Total Commitment. The Financing below Commitments shall terminate on the amount required Maturity Date. Within such limits and subject to pay the Required Amount (after taking into account any other Financing, if any, terms and cash, cash equivalents and other financial assets of Parent and the Company)). As of the date conditions of this Agreement, the Company may borrow (Aand re-borrow) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by Parent of any terms or conditions set forth in the Commitment Letters or, to the Knowledge of Parent, any other party thereto Advances under any term or condition of the Commitment Letters this Section 2.01(c) and (B) subject to the satisfaction of the conditions contained in Section 5.1 and Annex A hereof, Parent does not have any reason to believe that the Debt Financing contemplated by the Commitment Letters in an amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) will not be available to Parent or Merger Sub at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letters to be paid prior to the date of this Agreement. Notwithstanding anything to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, as applicable, to the Commitment Lettersprepay Revolving Advances.

Financing Commitments. As of the date of this Agreement, Parent (a) Buyer has delivered to Seller on or prior to the Company a true Execution Date complete and complete copy correct copies of the executed debt financing (i) equity commitment letters, dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company (“TopCo”), and the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof (the “Equity Commitment LettersLetter”) from Labor Impact Fund, L.P. (the “Equity Source”) to provide equity financing to Buyer for a portion of the Purchase Price and the amount of any fees and expenses of Buyer to be incurred in connection with the Contemplated Transactions (the “Equity Financing”) and (ii) debt commitment letter (a true “Debt Commitment Letter”) from Orion Energy Partners, L.P. (the “Debt Lender”) pursuant to which the Debt Lender has committed (on the terms and correct copy conditions set forth therein) to provide debt financing to Buyer in the amounts set forth therein for a portion of the Purchase Price and the amount of any related fee letters fees and expenses of Buyer to be incurred in connection with the Contemplated Transactions (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which would reasonably be expected to reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) or impose additional conditions to the funding of the Debt Financing). The debt financing committed pursuant to the Commitment Letters is collectively referred to in this Agreement as the “Debt Financing” and, together with the Equity Financing, the “Financings”. Each ). (b) As of the Execution Date, the Equity Commitment Letter and the Debt Commitment Letter (the “Financing Commitments”) have not been amended or modified, no such amendment or modification is in full force and effect contemplated (other than amendment(s) or joinder(s) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement, Execution Date) and the respective commitments contained in each Commitment Letter the Financing Commitments have not been withdrawn, modified, rescinded or terminated by Buyer or otherwise amended, supplemented or modified in any respect prior to the date of this AgreementFinancing Sources party thereto. As of The Financing Commitments constitute the date of this Agreement, each Commitment Letter, in the form so delivered, is a legal, valid valid, and binding obligation of Parent and TopCo Buyer, and, to the Knowledge of ParentBuyer’s Knowledge, the other parties thereto (subject except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, fraudulent transfermoratorium, reorganization, moratorium and other laws reorganization or similar applicable Laws affecting the enforcement of creditors’ rights generally and or by general principles of equity whether considered in a proceeding in equity or at lawequity). Assuming that There are no conditions precedent related to the Debt Financing is received funding of the full amount of the Financings other than as set forth in or contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent and the Company, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement on the Closing Date (such amount, the “Required Amount”)Financing Commitments. There are no side letters or other written agreements contracts or contracts arrangements (oral or written) between Buyer and the Financing Sources or, to Buyer’s Knowledge, any other Person related to the Financings other than the Financing Commitments and except for customary fee letter(s) relating to the Debt Financing contemplated by Financing, a complete copy of each of which has been provided to Seller (with only the Commitment Letters fee amounts and certain other terms contained in any “market flex” provisions being redacted, but none of which would reasonably be anticipated to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality conditions precedent, amount or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company), other than the Commitment Letters and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact the conditionality or reduce the amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company)). As of the date of this AgreementTo Buyer’s Knowledge, (A) no event has occurred that, that (with or without notice, notice or lapse of time time, or both, ) would constitute a breach or default or breach by Parent under the Financing Commitments. Buyer is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer relating to Buyer, in any of the Financing Commitments, inaccurate in any material respect. Buyer believes that it will be able to satisfy on a timely basis all of the terms or and conditions set forth to be satisfied by it and contained in the Commitment Letters orFinancing Commitments. Buyer has fully paid all commitment fees or other fees required by the terms of the Financing Commitments to be paid on or before the Execution Date and will pay, after the Execution Date, all such fees as they become due. Subject to the Knowledge of Parent, any other party thereto under any term or condition terms and conditions of the Commitment Letters Financing Commitments and (B) subject to the satisfaction of the conditions contained in Section 5.1 Article VIII, and Annex A hereof, Parent does not have any reason to believe assuming that the Debt Financings are funded in accordance with the terms and conditions of the Financing Commitments, the aggregate proceeds contemplated by the Commitment Letters in an amount required to pay the Required Amount (after taking into account any Financing Commitments, together with other Financing, if any, and financial resources of Buyer including unrestricted cash, cash equivalents and other financial assets marketable securities (net of Parent any applicable Tax liabilities) of Buyer on the Closing Date, will be sufficient for Buyer to consummate the Contemplated Transactions, to pay all related fees and the Company) will not be available to Parent or Merger Sub expenses of Buyer payable at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by and to fund the Commitment Letters to be paid prior to Cleaning Work which is necessary for the date commencement of this Agreement. Notwithstanding anything to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, as applicable, to the Commitment Letterscommercial operations.

Financing Commitments. As Columbia has obtained written commitments (the "Financing Commitments") for the financing necessary to consummate the Merger and the other transactions contemplated hereby (including any refinancing of indebtedness of Aztar or Columbia or any of their respective subsidiaries which Columbia deems is advisable to refinance in connection with the consummation of the date of this AgreementMerger and the other transactions contemplated hereby) and to pay all associated fees, Parent costs and expenses (the "Financing"). Columbia has delivered to the Company a true provided true, accurate and complete copy copies of such commitments to Aztar. None of the executed debt financing commitment lettersFinancing Commitments has been amended, dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company (“TopCo”), and the financial institutions party thereto from time modified or terminated prior to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof (the “Commitment Letters”) and a true and correct copy of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which would reasonably be expected to reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) or impose additional conditions to the funding of the Debt Financing). The debt financing committed pursuant to the Commitment Letters is collectively referred to in this Agreement as the “Debt Financing”. Each Commitment Letter is in full force and effect as of the date of this Agreement, and the respective commitments contained in each Commitment Letter the Financing Commitments have not been withdrawn, modified, withdrawn or rescinded or terminated or otherwise amended, supplemented or modified in any respect prior to the date of this Agreementrespect. As of the date of this Agreement, each Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and TopCo and, to the Knowledge of Parenthereof, the other parties thereto Financing Commitments are in full force and effect and (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium based on and other laws affecting creditors’ rights generally assuming the accuracy of the representations and general principles warranties of equity whether considered Aztar in a proceeding in equity or at law). Assuming that the Debt Financing is received as contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent this Agreement and the Company, will be, as of the Closing Date, sufficient to satisfy all of Parent’s compliance by Aztar with its obligations under this Agreement on the Closing Date (such amount, the “Required Amount”). There are no side letters or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company), other than the Commitment Letters and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact the conditionality or reduce the amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company)). As of the date of this Agreement, (Ahereunder) no event has occurred thatwhich, with or without notice, lapse of time (other than the expiration of the term thereof) or both, would constitute a default on the part of Columbia under any of the Financing Commitments. There are no conditions precedent or breach by Parent other contingencies related to the funding of any terms or conditions the full amount of the Financing, other than as set forth in or contemplated by the Commitment Letters or, Financing Commitments. The aggregate proceeds to be disbursed pursuant to the Knowledge of Parentagreements contemplated by the Financing Commitments, together with Columbia's and Aztar's cash and cash equivalents, will be sufficient for Columbia to pay the aggregate Merger Consideration and to consummate the Consent/Tender Offers (as defined in Section 4.01(c)), if any (and any other party thereto under any term repayment or condition refinancing of debt contemplated in this Agreement or the Financing Commitments), and to pay all related fees and expenses. Based on and assuming the accuracy of the Commitment Letters representations and (B) subject warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Columbia has no reason as of the date hereof to the satisfaction believe that any of the conditions contained in Section 5.1 and Annex A hereof, Parent does not have any reason to believe that the Debt Financing contemplated by the Commitment Letters in an amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) Financing Commitments will not be satisfied or that the Financing will not be made available to Parent Columbia on or Merger Sub at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letters to be paid prior to the date Closing Date. Nothing in this Agreement shall prevent Columbia from amending or modifying the Financing Commitments or from seeking to raise equity or other alternative sources of this Agreement. Notwithstanding anything funds prior to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit CClosing, as applicablelong as such amendment or modification or other action does not prevent, to delay or reduce the Commitment Letterslikelihood of the consummation of the Merger.

Financing Commitments. As of the date of this AgreementAmendment, Parent has delivered entered into a new commitment letter together with a term sheet and related documents (collectively, the “Restated Bank Commitment Letter”) with the Bank, pursuant to which the Bank has committed to provide financing sufficient to consummate the Merger (the “Financing”). The Company has been provided with a true and complete copy of the executed debt financing commitment letters, dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company (“TopCo”), and Restated Bank Commitment Letter. Neither the financial institutions party thereto from time Parent nor the Purchaser has agreed to time, including all exhibits, schedules, annexes and amendments any condition to such letter the Bank’s obligations to fund the commitments under the Restated Bank Commitment Letter other than as set forth in effect on the Restated Bank Commitment Letter. As of the date hereof (of this Amendment, the “Commitment Letters”) and a true and correct copy of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which would reasonably be expected to reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the CompanyPurchaser have no actual knowledge of any fact or occurrence that in their good faith judgment is expected to (i) make the material assumptions or impose additional conditions statements set forth in the Restated Bank Commitment Letter inaccurate, (ii) cause the Restated Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the funding satisfaction of the Debt Financing)conditions set forth in the Restated Bank Commitment Letter. The debt financing committed pursuant to As of the Commitment Letters is collectively referred to in date of this Agreement as Amendment, the “Debt Financing”. Each Restated Bank Commitment Letter is in full force and effect effect. To the knowledge of the Parent and the Purchaser, the funds contemplated to be received pursuant to the Restated Bank Commitment Letter, together with any additional funds from the Parent, to be deposited in trust with the Paying Agent for the benefit of holders of Company Common Stock will be sufficient to consummate the Merger and to pay all related fees and Expenses. The fees that are due and payable under the Restated Bank Commitment Letter (i) as of the date of this Agreement, Amendment have been paid in full and (ii) as of the Closing will be paid in full. The Parent and the commitments contained in each Commitment Letter Purchaser have not been withdrawn, modified, rescinded no actual knowledge of any fact or terminated or otherwise amended, supplemented or modified in any respect prior to occurrence existing on the date of this Amendment that in their good faith judgment would reasonably be expected to indicate that, upon consummation of the transactions contemplated by the Merger Agreement, including the Financing, the Parent, the Surviving Corporation, and their Subsidiaries, taken as a whole, will be insolvent, will be left with unreasonably small capital, will have incurred debts beyond their ability to pay such debts as they mature, or will have impaired capital. As of From and after the date of this AgreementAmendment, each all references to “Bank Commitment Letter, Letters” in the form so delivered, is a legal, valid and binding obligation of Parent and TopCo andMerger Agreement shall be deemed to be, to the Knowledge of Parentextent applicable, the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming that the Debt Financing is received as contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent and the Company, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement on the Closing Date (such amount, the “Required Amount”). There are no side letters or other written agreements or contracts relating references to the Debt Financing contemplated by the Restated Commitment Letters to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company), other than the Commitment Letters and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact the conditionality or reduce the amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company)). As of the date of this Agreement, (A) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by Parent of any terms or conditions set forth in the Commitment Letters or, to the Knowledge of Parent, any other party thereto under any term or condition of the Commitment Letters and (B) subject to the satisfaction of the conditions contained in Section 5.1 and Annex A hereof, Parent does not have any reason to believe that the Debt Financing contemplated by the Commitment Letters in an amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) will not be available to Parent or Merger Sub at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letters to be paid prior to the date of this Agreement. Notwithstanding anything to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, as applicable, to the Commitment LettersLetter.

Financing Commitments. As of the date of this Agreement, Parent has delivered to the Company a true and complete copy copies of executed commitment letters from each Equity Provider to provide equity financing in an aggregate amount set forth therein (the “Equity Funding Letters” and such investment referred to as the “Financing”). As of the executed debt financing commitment lettersdate hereof, dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company (“TopCo”)no amendment or modification of the Equity Funding Letters is contemplated, and the financial institutions party thereto from time respective commitments contained in such letters have not been withdrawn or rescinded in any respect. The Parent or the Merger Sub has fully paid any and all commitment fees or other fees in connection with the Equity Funding Letters that are payable on or prior to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof (the “Commitment Letters”) and a true and correct copy of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which would reasonably be expected to reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) or impose additional conditions to the funding of the Debt Financing). The debt financing committed pursuant to the Commitment Equity Funding Letters is collectively referred to in this Agreement as the “Debt Financing”. Each Commitment Letter is are in full force and effect as and are the valid, binding and enforceable obligations of the date of this Agreement, Parent and the commitments contained in each Commitment Letter have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified in any respect prior to the date of this Agreement. As of the date of this Agreement, each Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and TopCo Merger Sub and, to the Knowledge of Parent, the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming that the Debt Financing is received as contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent and the Company, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement on the Closing Date (such amount, the “Required Amount”)thereto. There are no side letters conditions precedent or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions contingencies related to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate full amount of the Debt Financing, other than as set forth in or expressly contemplated by the Equity Funding Letters. Assuming the Financing below is funded and assuming the amount required accuracy of the representations and warranties set forth in Section 2.2 and compliance by the Company and the Company Subsidiaries with the agreements set forth in Section 4.1 and Section 4.2, the net proceeds contemplated by the Equity Funding Letters will in the aggregate be sufficient for Merger Sub and the Surviving Corporation to pay the Required Amount (after taking into account Merger Consideration and any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and amounts required to be paid in connection with the Company), other than the Commitment Letters and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact the conditionality or reduce the amount consummation of the Debt Financing below the amount required transactions contemplated by this Agreement and to pay the Required Amount (after taking into account any other Financing, if any, all related fees and cash, cash equivalents and other financial assets of Parent and the Company))expenses. As of the date of this Agreement, (A) no event has occurred thatwhich, with or without notice, lapse of time or both, would constitute a default or breach by Parent of any terms or conditions set forth in on the Commitment Letters or, to the Knowledge of Parent, any other party thereto under any term or condition part of the Commitment Letters and (B) subject to Parent or the satisfaction Merger Sub under the Equity Funding Letters, and, as of the conditions contained in Section 5.1 and Annex A hereofdate of this Agreement, the Parent does not have any reason to believe that any of the Debt conditions to the Financing contemplated by will not be satisfied or that the Commitment Letters in an amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) Financing will not be available to the Parent or the Merger Sub at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letters to be paid prior to on the date of this Agreement. Notwithstanding anything to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, as applicable, to the Commitment LettersClosing.

Financing Commitments. As of the date of this Agreement, Parent Columbia has delivered to the Company a true and complete copy of the executed debt financing commitment letters, dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company (“TopCo”), and the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof obtained written commitments (the “Commitment LettersFinancing Commitments”) for the financing necessary to consummate the Merger and a true the other transactions contemplated hereby (including any refinancing of indebtedness of Aztar or Columbia or any of their respective subsidiaries which Columbia deems is advisable to refinance in connection with the consummation of the Merger and correct copy of any related fee letters (provided that the other transactions contemplated hereby) and to pay all associated fees, costs and expenses (the “market flex” provisionsFinancing”). Columbia has provided true, “securities demand” provisions, pricing terms, accurate and other economic provisions or commercially sensitive terms may be redacted, none complete copies of which would reasonably be expected such commitments to reduce the aggregate principal amount Aztar. None of the Debt Financing below the amount required Commitments has been amended, modified or terminated prior to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) or impose additional conditions to the funding of the Debt Financing). The debt financing committed pursuant to the Commitment Letters is collectively referred to in this Agreement as the “Debt Financing”. Each Commitment Letter is in full force and effect as of the date of this Agreement, and the respective commitments contained in each Commitment Letter the Financing Commitments have not been withdrawn, modified, withdrawn or rescinded or terminated or otherwise amended, supplemented or modified in any respect prior to the date of this Agreementrespect. As of the date of this Agreement, each Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and TopCo and, to the Knowledge of Parenthereof, the other parties thereto Financing Commitments are in full force and effect and (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium based on and other laws affecting creditors’ rights generally assuming the accuracy of the representations and general principles warranties of equity whether considered Aztar in a proceeding in equity or at law). Assuming that the Debt Financing is received as contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent this Agreement and the Company, will be, as of the Closing Date, sufficient to satisfy all of Parent’s compliance by Aztar with its obligations under this Agreement on the Closing Date (such amount, the “Required Amount”). There are no side letters or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company), other than the Commitment Letters and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact the conditionality or reduce the amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company)). As of the date of this Agreement, (Ahereunder) no event has occurred thatwhich, with or without notice, lapse of time (other than the expiration of the term thereof) or both, would constitute a default on the part of Columbia under any of the Financing Commitments. There are no conditions precedent or breach by Parent other contingencies related to the funding of any terms or conditions the full amount of the Financing, other than as set forth in or contemplated by the Commitment Letters or, Financing Commitments. The aggregate proceeds to be disbursed pursuant to the Knowledge of Parentagreements contemplated by the Financing Commitments, together with Columbia’s and Aztar’s cash and cash equivalents, will be sufficient for Columbia to pay the aggregate Merger Consideration and to consummate the Consent/Tender Offers (as defined in Section 4.01(c)), if any (and any other party thereto under any term repayment or condition refinancing of debt contemplated in this Agreement or the Financing Commitments), and to pay all related fees and expenses. Based on and assuming the accuracy of the Commitment Letters representations and (B) subject warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Columbia has no reason as of the date hereof to the satisfaction believe that any of the conditions contained in Section 5.1 and Annex A hereof, Parent does not have any reason to believe that the Debt Financing contemplated by the Commitment Letters in an amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) Financing Commitments will not be satisfied or that the Financing will not be made available to Parent Columbia on or Merger Sub at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letters to be paid prior to the date Closing Date. Nothing in this Agreement shall prevent Columbia from amending or modifying the Financing Commitments or from seeking to raise equity or other alternative sources of this Agreement. Notwithstanding anything funds prior to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit CClosing, as applicablelong as such amendment or modification or other action does not prevent, to delay or reduce the Commitment Letterslikelihood of the consummation of the Merger.

Financing Commitments. As of the date of this Agreement, Parent has delivered to the Company a true true, complete, and complete executed copy of the executed debt financing a commitment lettersletter, dated January 13as of July 31, 20252011, by and among Parent, Queen TopCo▇.▇. ▇▇▇▇▇▇ Securities LLC and JPMorgan Chase Bank, LLC, a Delaware limited liability company (“TopCo”), and the financial institutions party thereto from time to timeN.A., including all exhibits, schedules, annexes schedules and amendments to such letter in effect on as of the date hereof (but, for the avoidance of doubt, not including any related fee letter) (the “Commitment LettersLetter”), pursuant to which JPMorgan Chase Bank, N.A. has committed, subject to the terms and conditions thereof, to lend the amounts set forth therein (the “Financing”) and a true and correct copy for the purpose of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions redeeming or commercially sensitive terms may be redacted, none of which would reasonably be expected to reduce repurchasing the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) or impose additional conditions Company Notes to the funding extent necessary. None of the Debt Financing). The debt financing committed pursuant to the Commitment Letters is collectively referred to in this Agreement as the “Debt Financing”. Each Commitment Letter is in full force and effect as of the date of this Agreement, and the commitments contained in each the Commitment Letter have not been withdrawn, modified, modified or rescinded or terminated or otherwise amended, supplemented or modified in any respect prior to the date of this Agreement. As of The Commitment Letter is in full force and effect and constitutes the date of this Agreement, each Commitment Letter, in the form so delivered, is a legal, valid valid, and binding obligation of Parent and TopCo and, to the Knowledge knowledge of Parent, the other parties thereto (thereto. The Commitment Letter is not subject to applicable bankruptcyany conditions precedent, insolvencyother than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, fraudulent transferand assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles the aggregate proceeds of equity whether considered in a proceeding in equity or at law). Assuming that the Debt Financing is received as loans contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt FinancingLetter, together with cashamounts available to be borrowed pursuant to Parent’s loan facilities and Parent’s and Company’s anticipated cash on hand, cash equivalents and other financial assets of are reasonably expected to be sufficient for Parent and the Surviving Corporation to redeem or repurchase the Company Notes to the extent necessary, to repay or refinance amounts anticipated to be outstanding under the Company, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement credit facilities on the Closing Date (such amount, and to consummate the “Required Amount”). There are no side letters or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company), other than the Commitment Letters and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact the conditionality or reduce the amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company))Merger. As of the date of this Agreement, (A) no event has occurred that, that would constitute a breach or default (or an event that with notice or without notice, lapse of time or both, both would constitute a default or breach by default) on the part of Parent of any terms or conditions set forth in under the Commitment Letters Letter or, to the Knowledge knowledge of Parent, any other party thereto under any term or condition to the Commitment Letter. As of the Commitment Letters date of this Agreement, and (B) subject to the satisfaction of the conditions contained in Section 5.1 Sections 6.1 and Annex A hereof6.3, Parent does has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not have any reason to believe that being satisfied or the Debt Financing contemplated by the Commitment Letters in an amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) will not be being available to Parent or Merger Sub at on the ClosingClosing Date other than pursuant to a termination of the Commitment Letter as a result of the conditions precedent to the occurrence of the Commitment Letter Termination Date, as set forth in the first sentence of Section 5.14, having been satisfied. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letters to be paid prior to the date of this Agreement. Notwithstanding anything to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, as applicable, Agreement pursuant to the Commitment LettersLetter.

Financing Commitments. As of the date of this Agreement, Parent has delivered to the Company a true and complete copy of the executed debt financing commitment letters, dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company (“TopCo”), and the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof (the “Commitment Letters”) and a true and correct copy of any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which would reasonably be expected to reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) or impose additional conditions to the funding of the Debt Financing). The debt financing committed pursuant to the Commitment Letters is collectively referred to in this Agreement as the “Debt Financing”. Each Commitment Letter is in full force and effect as of the date of this Agreement, and the commitments contained in each Commitment Letter have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified in any respect prior to the date of this Agreement. As of the date of this Agreement, each Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and TopCo and, to the Knowledge of Parent, the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming that the Debt Financing is received as contemplated by the Commitment Letters, the aggregate amount of net proceeds from the Debt Financing, together with cash, cash equivalents and other financial assets of Parent and the Company, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement on the Closing Date (such amount, the “Required Amount”). There are no side letters or other written agreements or contracts relating to the Debt Financing contemplated by the Commitment Letters to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company), other than the Commitment Letters and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact the conditionality or reduce the amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company)). As of the date of this Agreement, (A) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by Parent of any terms or conditions set forth in the Commitment Letters or, to the Knowledge of Parent, any other party thereto under any term or condition of the Commitment Letters and (B) subject to the satisfaction of the conditions contained in Section 5.1 ‎ ‎5.1 and Annex A hereof, Parent does not have any reason to believe that the Debt Financing contemplated by the Commitment Letters in an amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company) will not be available to Parent or Merger Sub at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letters to be paid prior to the date of this Agreement. Notwithstanding anything to the contrary herein, each of Parent and Merger Sub expressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, as applicable, to the Commitment Letters.