Common use of Financing Clause in Contracts

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents to the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use Company, as of cash collateral the date hereof, true, complete and accurate copies of (i) an executed commitment letter and the Redacted Fee Letter, each dated the date hereof, among Parent, Merger Sub and the financial institutions party thereto, providing for the debt financing described therein (being collectively referred to as the “Senior Financing”) (the “Senior Commitment Letters”) and (ii) an executed Series A Preferred Stock Purchase Agreement, dated the date hereof, between Parent and the investor party thereto, providing for the financing described therein (being collectively referred to as the “Preferred Financing”) (the “Financing Agreement” and, together with the Senior Commitment Letters, the “Financing Commitments”). The Financing Commitments are in full force and effect as of the date hereof, and are legal, valid and binding obligations of Parent, Merger Sub (with respect to the Senior Commitment Letter), and to the Knowledge of Parent, each of the other parties thereto. As of the date hereof, (A) no amendment or modification of the Financing Commitments has been made or is contemplated and (B) the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in or expressly contemplated by the Financing Commitments (including any “market flex” provisions applicable to the Financing Commitments). Assuming (x) the Financing is funded in accordance with the Financing Commitments and (y) the Company is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement such term is defined that the conditions to Closing set forth in Section 363(a) 6.1 and Section 6.3 are not capable of being satisfied, the Bankruptcy Code; herein, net proceeds contemplated from the financing described in the Financing Commitments (the “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), together with cash on hand of the Company and if such Cash Collateral use its Subsidiaries on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of all amounts required to be paid pursuant to Article II and the payment of any debt required to be repaid, refinanced, redeemed, retired, cancelled, terminated or DIP otherwise satisfied in connection with the Merger and of all fees, expenses and amounts required to be paid in connection with consummating the Merger and the Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Financing Commitments, provided that Parent is not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties in Article III or breach by the Company of any of its covenants hereunder. As of the date of this Agreement, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub as of the Effective Time, provided that Parent is not making any representation regarding the accuracy of the representations and warranties set forth in Article III, or compliance by the Company of its covenants hereunder. As of the date of this Agreement, there are no side letters or other Contracts to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, meets of the applicable DIP full amount of the Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to (1) as expressly set forth in the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewithFinancing Commitments, (2) any customary engagement letter(s) and non-disclosure agreements(s), andand (3) as do not impact the conditionality, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets availability or aggregate amount of the Debtor that may serve as collateral (including avoidance actionsFinancing. Promptly following the funding thereof, or Parent will contribute the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Preferred Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementMerger Sub.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use Company a true, complete and correct copy of cash collateral an executed Commitment Letter (as such including all exhibits, annexes, schedules and term is defined sheets and the executed fee letters attached thereto or contemplated thereby, the “Commitment Letter”) (provided that provisions in Section 363(a) the fee letters or Commitment Letter relating solely to fees and economic terms agreed to by the parties may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Bankruptcy Code; hereinDebt Financing at the Closing)), dated as of April 15, 2018 (such Commitment Letter as the same may be amended or replaced pursuant to, and in accordance with the terms and conditions of, Section 6.18, is referred to herein as the “Cash CollateralDebt Financing Commitment”), on which First Lien Creditor has a Lien or consents to among Parent and JPMorgan Chase Bank, N.A., as lender (the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP FinancingLender”), pursuant to which, among other things, Lender has agreed, subject to the terms and if such Cash Collateral use conditions of the Debt Financing Commitment, to provide or DIP Financingcause to be provided, the financing commitments specified therein, the proceeds of which (including proceeds of any notes offering contemplated thereby) are to be used to fund the Parent Merger Consideration, refinance outstanding Indebtedness of the Company and pay transaction fees and expenses. The financing commitments contemplated under the Debt Financing Commitment, as applicableamended or replaced in compliance with Section 6.18, meets are referred to herein, individually and collectively, as the applicable DIP “Debt Financing”. The satisfaction of the Debt Financing ConditionsConditions do not and shall not conflict with the conditions set forth in Sections 7.1, then Second Lien Creditor unconditionally agrees 7.2, and 7.3 hereof. Parent has fully paid any and all commitment fees or other fees in connection with the Debt Financing Commitment that are payable on or prior to the date hereof and, to the Knowledge of Parent, the Debt Financing Commitment is, as of the date hereof, in full force and effect. The Debt Financing Commitment is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto. The Debt Financing Commitment (or any Debt Financing contemplated thereunder) has not been or will not be amended or modified, except as consistent with Section 6.18, and, as of the date hereof, the Debt Financing Commitment has not been withdrawn or rescinded in any respect. As of the date hereof, (i) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under the Debt Financing Commitment, and (ii) subject to the Acquisition Agreement Representations (as defined in the Commitment Letter, without giving effect to any modifications thereto) being true and correct in all material respects as of the date hereof, but only to the extent that the failure of the Acquisition Agreement Representations to be true and correct in all material respects gives Parent and Gamma the right to terminate their respective obligations contained in this Agreement, the performance by the Company and its Subsidiaries of their obligations contained in this Agreement and the satisfaction of the conditions set forth in Section 7.1 and Section 7.2 hereof, Parent has no reason to believe that it will consent be unable to such Cash Collateral use satisfy on a timely basis any material term or raise condition of closing to be satisfied by the Debt Financing Commitment on or prior to the Closing Date. As of the date hereof, there are no objection conditions precedent related to such DIP Financing, as applicable (the funding of the full amount of the Debt Financing other than objections as expressly set forth in the Debt Financing Commitment. As of the date hereof, there are no side letters or other agreements, contracts or arrangements (except for customary fee letters, which do not contain provisions that impose any additional conditions to the failure funding of the Debt Financing not otherwise set forth in the Debt Financing Commitment) related to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewiththe funding of the full amount of the Debt Financing. The aggregate proceeds contemplated by the Debt Financing Commitment, together with the available cash of Parent and the Company on the Closing Date (if any), andand any Alternative Financing (if any), if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in be sufficient for Parent and Merger Sub to consummate the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based Merger upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured terms contemplated by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If (a) Concurrently with the Debtor shall be subject to any Insolvency Proceeding execution and if First Lien Creditor consents delivery of this Agreement, Parent has delivered to the use of cash collateral Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party thereto, dated as such term is defined in Section 363(a) of the Bankruptcy Code; hereindate hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Cash Collateral”)Commitment Letter” and the financing contemplated thereby, on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), pursuant to which the Committed Lenders have committed, on the terms and if subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such Cash Collateral use letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or DIP circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees has no reason to believe that it will consent be unable to such Cash Collateral use or raise no objection to such DIP Financing, as applicable satisfy on a timely basis (other than objections to taking into account the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets timing of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereofMarketing Period) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly terms or indirectly, provide, offer conditions to provide, or support any DIP Financing secured funding to be satisfied by a Lien senior to or pari passu with it contained in the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementCommitment Letter.

Financing. If (a) Parent shall use its reasonable best efforts, taking into account, with respect to the Debtor shall Debt Financing contemplated by the Debt Commitment Letters, the expected timing of the Trigger Date, the Expiration Dates, the Marketing Period and, with respect of the New NewPage Term Loan Facility, the provisions of Section 5.20(d), in respect of each of the facilities contemplated by the Debt Commitment Letters, to take or cause to be taken, all actions to do, or cause to be done, all things necessary or customary to arrange and obtain the Debt Financing, on the terms and conditions (including the flex provisions) described in the Debt Commitment Letters and any Fee Letter, to the extent applicable, including using reasonable best efforts (i) to maintain in effect the Debt Commitment Letters and the Existing Credit Agreement Amendments in accordance with the terms and subject to any Insolvency Proceeding and if First Lien Creditor consents the conditions thereof until the consummation of the transactions contemplated hereby, (ii) to negotiate and/or enter into the Definitive Debt Financing Documents on or prior to the use expiration of cash collateral the applicable Debt Commitment Letter(s) (each such date, an “Expiration Date”) on the terms specifically set forth in the term sheets and the other exhibits attached to the Debt Commitment Letters (after giving effect to the “market flex” in the Fee Letters), the proviso in the second to last sentence of Section 15 of the Debt Commitment Letters and any upfront, arrangement or agency fees specifically set forth in the Fee Letters, or with the prior written consent of the Company, which consent may not be unreasonably withheld, on terms that are in the good faith judgment of Parent in the aggregate not materially less favorable to each of Parent and the Company than the terms specifically set forth in the term sheets and other exhibits attached to the Debt Commitment Letters (after giving effect to the “market flex” in the Fee Letters), the proviso in the second to last sentence of Section 15 of the Debt Commitment Letters and any upfront, arrangement or agency fees specifically set forth in the Fee Letters, (iii) to satisfy (or if deemed reasonably advisable by Parent, obtain the waiver of) on a timely basis all conditions applicable to Parent in the Debt Financing that are within its control (other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to furnish the information required under this Section 5.12) as set forth in the Debt Commitment Letters and the Existing Credit Agreement Amendments, and to comply with all of its material obligations pursuant to the Debt Commitment Letters and the Existing Credit Agreement Amendments, (iv) to cause the funding of the Debt Financing required to consummate the transactions contemplated by this Agreement, (v) to exercise any rights Parent may have under the Debt Commitment Letters to extend the Expiration Dates in accordance with the terms of the Debt Commitment Letters and to negotiate and agree with the Lenders to further extend such term is defined Expiration Dates beyond the commitment periods provided for therein (to the extent specified in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”5.20(d), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financingvi) to enforce its rights under the Liens securing such DIP Financing. If such Cash Collateral use or DIP FinancingDebt Commitment Letters and/or the Existing Credit Agreement Amendments, as applicable, meets some, but not all, of including by pursuing litigation against the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 lenders in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debtgood faith; provided, however, solely with respect to this clause (vi), that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies Trigger Date shall have occurred and all of the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed conditions to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable Lenders’ obligations under the circumstances, then Debt Commitment Letters to the Liens on the Collateral funding of the Second Lien Claimholders securing New NewPage Term Loan Facility or the Second Lien Debt shall also be subordinated to such interest New NewPage ABL Facility, as applicable, have been satisfied or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementwaived.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has made available to the use Company a true, complete and correct copy of cash collateral (as such term is defined in Section 363(ai) of the Bankruptcy Code; hereinexecuted commitment letter, dated March 26, 2018, among Parent (or its applicable Affiliate) and the financial institutions party thereto (including all exhibits, schedules and annexes thereto, collectively, the “Cash CollateralFinancing Commitment”), on pursuant to which First Lien Creditor has a Lien or consents the lenders party thereto have committed, subject to the Debtor obtaining financing provided under Section 364 terms and conditions therein, to lend the amounts set forth therein (the “Committed Financing”) for the purposes of, among other things, funding the Transactions and related fees and expenses and (ii) the executed fee letter associated therewith; provided, such fee letter may be redacted as described below (as so redacted, the “Fee Letter” and, together with the Financing Commitment, the “Financing Commitment Papers”). The Financing Commitment Papers have not been amended or modified prior to the date of this Agreement and as of the Bankruptcy Code date of this Agreement the respective commitments contained in the Financing Commitment have not been withdrawn or rescinded in any respect. Except for the Fee Letter (with only fee amounts and market flex provisions and other customary threshold amounts redacted; provided, that the market flex provisions in such Fee Letter may not permit the imposition of any new conditions (or the modification or expansion of any existing conditions) with respect to the availability of the Committed Financing or any similar provision reduction in the amount of the Committed Financing), certain “back-to-back” letters between Financing Sources and customary engagement letters with respect to the Committed Financing (none of which adversely affect, or impose additional conditions upon, the aggregate amount, enforceability or availability of the Committed Financing), as of the date hereof there are no side letters or Contracts or any other Bankruptcy Law (such financing, arrangements or understandings to which Parent is a “DIP Financing”), and if such Cash Collateral use party related to the funding or DIP Financinginvesting, as applicable, meets of the applicable DIP Committed Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (the transactions contemplated hereby other than objections as expressly set forth in the Financing Commitment Papers delivered to the failure Company on or prior to grant adequate protection that Second Lien Creditor is permitted the date hereof. Parent has fully paid any and all commitment fees or other fees required to seek under Section 6.5 be paid by it in connection therewith), and, if DIP with the Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor Commitment that may serve as collateral (including avoidance actions, are payable on or the proceeds thereof) for such DIP Financing) prior to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financingdate hereof, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien ClaimholdersParent will, directly or indirectly, providecontinue to pay in full any such amounts required to be paid as and when they become due and payable on or prior to the Charter Closing Date and as of the date hereof, offer each of the Financing Commitment Papers is in full force and effect and is the legal, valid, binding and enforceable obligations of Parent or its applicable Affiliate party thereto, as applicable, and to providethe Knowledge of Parent, each of the other parties thereto, except that (x) enforceability may be subject to the Enforceability Limitations and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Committed Financing, other than as expressly set forth in the Financing Commitment Papers delivered to the Company on or prior to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach, or support failure to satisfy a condition precedent to the availability of the Committed Financing, on the part of Parent or, to the Knowledge of Parent, any DIP other party thereto under the Financing secured Commitment, in each case, under the terms of the Committed Financing, other than any such default, breach or failure that has been waived by the lenders or otherwise cured in a Lien senior timely manner by Parent (or its Affiliate) to the satisfaction of the applicable Financing Sources. Assuming (i) the accuracy of the representations and warranties set forth in Article III, (ii) the performance by the Company and its Subsidiaries of the covenants contained in this Agreement and (iii) the conditions set forth in Article VII are satisfied at the Charter Closing Date, as of the date hereof, Parent has no reason to believe that any of the conditions to the availability of the Committed Financing contemplated by the Financing Commitment applicable to it will not be satisfied on the Charter Closing Date or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold Committed Financing will not be made available to Parent on the Charter Closing Date. Parent affirms that it is not a condition to the Charter Closing, the Merger Closing and the Pre-Closing Dividend or any of its consent other obligations under this Agreement that Parent obtain the Committed Financing or object any other financing for or related to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementTransactions.

Financing. If Parent has provided the Debtor shall be Company true and complete copies of (a) fully executed commitment letters dated on or prior to the date hereof (together with all exhibits, annexes, schedules and term sheets attached thereto, each, an “Equity Funding Letter” and, collectively, the “Equity Funding Letters”) from each Guarantor providing for an equity investment in Parent, subject to any Insolvency Proceeding the terms and if First Lien Creditor consents conditions therein, in cash in the aggregate amounts set forth therein (the “Equity Financing”) and (b) fully executed commitment letters and Redacted Fee Letters dated on or prior to the use of cash collateral date hereof (as such together with all exhibits, annexes, schedules and term is defined in Section 363(a) of sheets attached thereto, each a “Debt Commitment Letter” and, collectively, the Bankruptcy Code; herein“Debt Commitment Letters” and, together with the Equity Funding Letters, the “Cash CollateralFinancing Letters”), on which First Lien Creditor has a Lien or consents from the financial institutions identified therein (the “Commitment Parties”), providing, subject to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such terms and conditions therein, for debt financing, a in each case, in the amounts set forth therein (being collectively referred to as the “DIP Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”). Each of the Financing Letters is valid, binding and, to the Knowledge of Parent, enforceable by Parent against the other parties thereto in accordance with its terms, subject to the Bankruptcy and if such Cash Collateral use Equity Exception. As of the date hereof, each of the Financing Letters is in full force and effect and the respective obligations and commitments therein have not been withdrawn, rescinded or DIP Financingterminated or otherwise amended or modified in any respect. As of the date hereof, no event has occurred which (with or without notice, lapse of time, or both) would reasonably be expected to constitute a breach in any material respect or default on the part of Parent or, to the Knowledge of Parent, any of the other parties thereto under the Financing Letters or otherwise result in any portion of the Financing contemplated thereby, as applicable, meets to be unavailable or delayed. Subject to the satisfaction of the conditions contained in Section 7.01 and Section 7.03 hereof, as of the date hereof, Parent has no reason to believe that any of the conditions in any of the Financing Letters will not be satisfied or that any of portion of the Financing will not be made available thereunder on a timely basis in order to consummate the Transactions. As of the date hereof, none of the Guarantors or the Commitment Parties has notified Parent of its intention to terminate any of its obligations under the applicable DIP Financing ConditionsLetter or not to provide the applicable Financing. Assuming (A) the satisfaction of the conditions in Sections 7.01 and 7.03 hereof and (B) that the Financing is funded in accordance with the terms of the Financing Letters, then Second Lien Creditor unconditionally agrees the net proceeds contemplated by the Financing Letters (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Debt Commitment Letter), will be sufficient to pay the Merger Consideration, the refinancing of any credit facility or other Indebtedness of the Company or any Company Subsidiary that it will consent not continue after the Effective Time, the payment of any fees and expenses of or payable by Parent, and any other amounts required to be paid by Parent in connection with the consummation of the Transactions. Parent has paid in full any and all commitment or other fees required by the Financing Letters that are due as of the date hereof, and will pay, after the date hereof, all such Cash Collateral use fees as they become due. There are no side letters or raise no objection other Contracts, arrangements or understandings to such DIP Financingwhich Parent, as applicable any Guarantor or any of their respective Affiliates is a party related to the Financing (other than objections as expressly contained in the Financing Letters and delivered to the failure Company prior to grant adequate protection the date of this Agreement) that Second Lien Creditor is permitted would permit the Commitment Parties to seek under Section 6.5 in connection therewith)reduce the total amount of the Financing, and, if DIP or that would affect the availability or conditionality of the Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementmaterial respect.

Financing. If (a) Subject to the Debtor terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to (i) obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter or on other terms no less favorable, in aggregate, to Parent and Merger Sub than those described in the Debt Commitment Letter, (ii) maintain in effect the Debt Commitment Letter in accordance with its terms until the Transactions are consummated, (iii) satisfy, or cause to be satisfied, on a timely basis all conditions to the closing of and funding under the Debt Commitment Letter applicable to Parent and/or Merger Sub that are within its control, including paying when due all commitment fees and other fees arising under the Financing Documents as and when they become due and payable thereunder, (iv) consummate the Financing at or prior to the Effective Time, and (v) subject to any Insolvency Proceeding and if First Lien Creditor consents Section 9.08, enforcing the obligations of the parties to the use of cash collateral (as such term is defined in Section 363(a) Debt Commitment Letter to the extent necessary to fund the Merger Consideration; provided, that Parent and/or Merger Sub may amend or modify the Debt Commitment Letter, and/or elect to replace all or any portion of the Bankruptcy Code; hereinDebt Financing or increase the amount of debt financing to be obtained with alternative debt financing on terms and with conditions not materially less favorable, in the aggregate, than the terms and conditions as set forth in the Debt Commitment Letter as in effect on the date of this Agreement or as amended or modified in accordance with Section 6.07(b) (the “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Alternative Financing”), and if such Cash Collateral use in each case so long as (A) the aggregate proceeds of the Debt Financing (as amended or DIP modified) and/or the Alternative Financing, as applicable, meets together with the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP aggregate proceeds of the Equity Financing, as applicable will be sufficient for Parent and the Surviving Company to pay (i) the Merger Consideration, and (ii) any other than objections amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and (B) such amendment or modification or the Alternative Financing would not prevent, materially delay or materially impede or impair the ability of Parent and Merger Sub to consummate the Transactions. Parent shall deliver to the failure Company true and complete copies of all Contracts or other arrangements pursuant to grant adequate protection that Second Lien Creditor is permitted which any alternative sources have committed to seek under Section 6.5 in connection therewith), and, if DIP provide the Alternative Financing is involved, Second Lien Creditor will subordinate its Liens in (the Collateral (and in any other assets of the Debtor that may serve “Alternative Financing Documents”) as collateral (including avoidance actions, or the proceeds promptly as practicable after execution thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that such Alternative Financing Documents may be redacted in a customary manner to omit fee amounts and the First Lien Creditor may withhold its consent or object to flex provisions provided therein and other information customarily redacted. In the event any DIP portion of the Debt Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens becomes unavailable on the Collateral held by terms and conditions contemplated in the First Lien Claimholders to secure Debt Commitment Letter, Parent shall promptly notify the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementCompany.

Financing. If Anthem has delivered to Cigna (i) a correct and complete fully executed copy of the Debtor shall be commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to, and subject to any Insolvency Proceeding the terms and if First Lien Creditor consents conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the use execution and delivery of cash collateral (this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Anthem and, to the Knowledge of Xxxxxx, xxx other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, except as such term is defined limited by laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 363(a) 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Bankruptcy Code; hereinCash Consideration, “Cash Collateral”)any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on which First Lien Creditor has a Lien or consents the part of Anthem or, to the Debtor obtaining financing provided under Section 364 Knowledge of the Bankruptcy Code or any similar provision of Anthem, any other Bankruptcy Law (such financingparty to the Commitment Letter, a “DIP Financing”)under the Commitment Letter, and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees (ii) Anthem does not have any reason to believe that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly conditions to the Financing will not be satisfied or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has not proposed fully paid all commitment fees or consented other fees to DIP Financing which satisfies the DIP Financing Conditions. If, extent required to be paid on or prior to the date of this Agreement in connection with any Cash Collateral use or DIP the Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If (a) Subject to the Debtor terms and conditions of this Agreement, Parent shall (and shall cause its Affiliates to) use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions (including pursuant to any “flex” provisions in any fee letter relating to the Debt Financing) set forth in the Financing Letters, including using commercially reasonable efforts to (i) comply with its obligations under (A) the Equity Funding Letters and (B) the Debt Commitment Letters and any definitive agreements related thereto, (ii) maintain in effect the Financing Letters (subject to Parent’s right to replace, restate, supplement, modify, assign, substitute, waive or amend the Financing Letters in accordance herewith) until the earliest of the consummation of the Transactions, the termination of this Agreement or the time at which any Insolvency Proceeding Alternative Debt Financing is available, (iii) negotiate and if First Lien Creditor consents enter into definitive agreements with respect to the use Debt Financing on a timely basis on terms and conditions (including the flex provisions) contained in the Debt Commitment Letters or otherwise not materially less favorable with respect to conditionality to Parent in the aggregate than those contained in the Debt Commitment Letters, (iv) satisfy on a timely basis all conditions contained in the Financing Letters that are applicable to Parent and its Affiliates and the definitive agreements related thereto, including the payment of cash collateral (any commitment, engagement or placement fees required as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents condition to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code Debt Financing or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Equity Financing, as applicable, meets (v) if all conditions to the Debt Financing and the Equity Financing have been satisfied in accordance with the Debt Commitment Letters and Equity Funding Letters, respectively, cause the Persons committing to fund the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to fund such Cash Collateral use or raise no objection to such DIP Financing, as applicable Financing at the Closing and (other than objections vi) enforce its rights under the Financing Letters and the definitive agreements relating to the failure Financing. To the extent reasonably requested by the Company in writing from time to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith)time, and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in Parent shall keep the Collateral (Company reasonably informed on a reasonably current basis and in any other assets reasonable detail of the Debtor that may serve as collateral status of its efforts to arrange the Debt Financing and provide to the Company copies (including avoidance actions, or the proceeds thereofmaterial drafts) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP material Debt Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon documents. Parent shall give the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.Company prompt notice upon

Financing. If At the Debtor shall time of the consummation of the Offer and assuming the satisfaction of the Offer Conditions, the net proceeds from the Financing will, together with unrestricted cash or cash equivalents available to Buyer, in the aggregate be subject sufficient for Buyer to any Insolvency Proceeding (i) pay the aggregate consideration payable in respect of the Company Shares and if First Lien Creditor consents in respect of Company Options pursuant to the use of cash collateral Offer and this Agreement, (as such term ii) pay or refinance all Company Indebtedness that is defined in Section 363(a) required to be paid or refinanced upon consummation of the Bankruptcy Code; hereinOffer pursuant to the Debt Financing Commitments, (iii) pay all fees and expenses incurred by Buyer in connection with this Agreement and the Offer upon the terms and conditions contemplated by this Agreement and (iv) satisfy all other payment obligations of Buyer and the Company required to be satisfied at the Closing in connection with the consummation of the transactions contemplated hereby. Buyer has delivered to the Company, as of the date of this Agreement, true, complete and correct copies of (i) executed commitment letters (the “Cash CollateralDebt Financing Commitments”), on pursuant to which First Lien Creditor has a Lien or consents the lender parties thereto and the Investment Banks (as defined in the Debt Financing Commitments) (together with their respective officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Financing Sources”) have agreed, subject to the Debtor obtaining terms and conditions thereof, to provide or cause to be provided the debt amounts contemplated thereby (which includes up to US$445.0 million in bridge financing provided under Section 364 of (the Bankruptcy Code or any similar provision of any other Bankruptcy Law “Bridge Financing”)) (such financing, a the “DIP Debt Financing”), and if such Cash Collateral use (ii) an executed equity commitment letter (the “Equity Financing Commitment”, and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which TPG Partners V, L.P. and TPG Biotechnology Partners II, L.P. have committed, subject to the terms and conditions thereof, to invest through Parent the amounts set forth therein (the “Equity Financing”, and together with the Debt Financing, the “Financing”). The Financing Commitments are in full force and effect as of the date of this Agreement, and are legal, valid and binding obligations of Parent or DIP FinancingAxcan Intermediate Holdings Inc. (“Borrower”), as applicable, meets the applicable DIP Financing Conditionsand, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith)knowledge of Buyer, andthe other parties thereto. As of the date hereof, if DIP no amendment or modification of the Financing is involved, Second Lien Creditor will subordinate its Liens Commitments has been made and the respective commitments contained in the Collateral (and Financing Commitments have not been withdrawn, terminated or rescinded in any respect. Borrower has fully paid any and all commitment fees or other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, fees in connection with any Cash Collateral use the Debt Financing Commitments that are payable on or DIP Financingprior to the date hereof. As of the date hereof, any Liens there are no side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters, true and correct copies of which have been furnished to the Company, in redacted form in the case of the fee letters) relating to the Financing other than the Financing Commitments. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing other than as expressly set forth in the Financing Commitments. As of the date of this Agreement, assuming the accuracy of the representations and warranties of the Company set forth in Article IV hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge part of Buyer, Parent or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount any holder of such surcharge, claim, carve out or fee is reasonable equity interests in Parent under the circumstances, then the Liens on the Collateral any term of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest Financing Commitments, or claim and shall remain subordinated to the Liens on the Collateral a failure of any condition of the First Lien Claimholders consistent with this AgreementFinancing Commitments or would otherwise be reasonably likely to result in any portion of the Financing contemplated thereby to be unavailable.

Financing. If Acquiror has delivered to Company and Seller true and complete copies of the Debtor shall be subject executed Commitment Letters in effect as of the date of this Agreement, and each fee letter associated with the Debt Financing (a “Debt Financing Fee Letter”) that contain any terms regarding the terms and conditions to funding or “market flex” provisions or other similar provisions (with all economic and non-conditionality terms being redacted). The Equity Financing Commitment Letter provides that Seller is a third party beneficiary of the equity commitments and other terms contained therein. The Commitment Letters have not been withdrawn or rescinded and the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded in any Insolvency Proceeding and if First Lien Creditor consents respect. As of the date of this Agreement, Acquiror has not entered into any Contract or other arrangement relating to the use of cash collateral (as such term is defined in Section 363(a) financing of the Bankruptcy Code; hereintransactions contemplated by this Agreement, “Cash Collateral”), on which First Lien Creditor has a Lien or consents other than as set forth in the Commitment Letters and any executed Debt Financing Fee Letter. Subject to the Debtor obtaining financing provided under Section 364 terms and conditions of the Bankruptcy Code or any similar provision Commitment Letters and this Agreement and assuming that all of Company’s and Seller’s representations and warranties in this Agreement are true and correct, the aggregate proceeds of the Financing (including after giving effect to the exercise of any or all “market flex” provisions related thereto) will be sufficient to consummate the transactions contemplated by this Agreement, including the making of the Closing Date Payment on the Closing Date and any fees and expenses otherwise payable by Acquiror. Assuming the due authorization, execution and delivery of the other Bankruptcy Law (such financingparties thereto, the Commitment Letters are in full force and effect and represent a “DIP Financing”)valid, binding and if such Cash Collateral use or DIP Financing, as applicable, meets enforceable obligation of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent financing sources named therein to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections provide the financing contemplated thereby subject only to the failure satisfaction or waiver of the conditions set forth therein; except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding at law or in equity). Acquiror has fully paid (or caused to grant adequate protection be paid) any and all fees and other amounts that Second Lien Creditor is permitted are required by the Financing Commitments and are due and payable on or prior to seek under Section 6.5 the date of this Agreement in connection therewith)with the Financing. No event has occurred which, andwith or without notice, if DIP Financing is involvedlapse of time or both, Second Lien Creditor will subordinate its Liens in would constitute a breach or default on the Collateral (and in part of Acquiror or, to the knowledge of Acquiror, any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek party thereto under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien ClaimholdersCommitment Letters. There are no contractual conditions precedent related to the funding of the full amount of the Financing, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with other than the Liens securing conditions set forth in the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor Commitment Letters or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP executed Debt Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementFee Letter.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Attached as Annex 5.2(e)(i) to the use Parent Disclosure Letter is a true and complete copy of cash collateral a debt commitment letter, other than the fee letter relating thereto (as such term is defined in Section 363(a) of collectively, the Bankruptcy Code; herein, “Cash CollateralDebt Financing Commitment”), on pursuant to which First Lien Creditor has a Lien or consents the lenders party thereto have agreed, subject to the Debtor obtaining terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law transactions contemplated by this Agreement (such financing, a the “DIP Debt Financing”), and if such Cash Collateral use or DIP Financing, . Attached as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP FinancingAnnex 5.2(e)(ii) to the Liens securing Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, no such DIP Financingamendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. If such Cash Collateral use Parent has fully paid any and all commitment fees or DIP other fees in connection with the Financing Commitments that are payable on or prior to the date hereof, and the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of Parent, Merger Sub and to the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to as set forth in or contemplated by the failure to grant adequate protection that Second Lien Creditor is permitted to seek Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien ClaimholdersFinancing Commitments, directly and as of the date hereof Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or indirectlythat the Financing will not be made available to Parent on the Closing Date. Subject to the terms and conditions contained in this Agreement and the Financing Commitments, provideParent and Merger Sub will have at the Closing, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu together with the Liens securing available cash of the First Lien Priority Debt; providedCompany and its Subsidiaries on the Closing Date, however, that funds sufficient to pay the First Lien Creditor may withhold its consent cash portion of the aggregate Per Share Merger Consideration (and any repayment or object refinancing of debt contemplated by this Agreement or the Financing Commitments) and any other amounts required to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, be paid in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by consummation of the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trusteetransactions contemplated hereby, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim pay all related fees and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementexpenses.

Financing. If Parent has delivered to the Debtor shall be Company (i) a correct and complete fully executed copy of the second amended and restated commitment letter, dated as of June 8, 2014, between Parent, Xxxxxx Xxxxxxx Senior Funding, Inc., X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, N.A., including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of the execution and delivery of this Agreement by Parent (the “Commitment Letter”) and (ii) a correct and complete fully executed copy of the fee letter referenced in the Commitment Letter (the “Fee Letter”) (it being understood that such letter has been redacted to omit the fee amounts and the economic provisions of the market flex provisions therein). Pursuant to, and subject to any Insolvency Proceeding the terms and if First Lien Creditor consents conditions of, the Commitment Letter, the lender thereunder has committed to lend the amounts set forth therein (the provision of such funds as set forth therein, but subject to the use provisions of cash collateral (as Section 6.9, the “Financing”) for the purposes set forth in such term is defined Commitment Letter. Neither the Commitment Letter nor the Fee Letter has been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement by Parent, and the respective commitments contained in Section 363(a) the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement by Parent. As of the Bankruptcy Code; hereinexecution and delivery by Parent of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Parent and, to the Knowledge of Parent, each of the other parties thereto, enforceable in accordance with its terms against Parent and, to the Knowledge of Parent, each of the other parties thereto, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. There are no conditions precedent or contingencies (including pursuant to any “Cash Collateral”)flex” provisions) related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, the net proceeds contemplated from the Financing (without taking into account any proceeds of the Parent’s existing revolving credit facility or the 364-Day Senior Unsecured Credit Facility contemplated by the Commitment Letter) will, in the aggregate and when taken together with Parent’s cash on hand, be sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the consideration in the Offer and the Merger Consideration, the funding of any required refinancings or repayments of any existing Indebtedness of the Company or Parent in connection with the Transactions and the payment of all fees and expenses reasonably expected to be incurred by Parent, Merger Sub and the Surviving Corporation in connection with the Transactions and the Financing. As of the execution and delivery of this Agreement by Parent, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on which First Lien Creditor has a Lien or consents the part of Parent or, to the Debtor obtaining financing provided under Section 364 Knowledge of the Bankruptcy Code or any similar provision of Parent, any other Bankruptcy Law (such financingparty to the Commitment Letter, a “DIP Financing”)under the Commitment Letter, and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees (ii) Parent does not have any reason to believe that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly conditions to the Financing will not be satisfied or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor other funds necessary for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement and the payment of the required refinancing or repayments of certain existing Indebtedness and of all fees and expenses reasonably expected to be incurred in connection herewith will not be available to Parent on the Closing Date. Parent has not proposed fully paid all commitment fees or consented other fees to DIP Financing which satisfies the DIP Financing Conditions. If, extent required to be paid on or prior to the date of the execution and delivery of this Agreement by Parent in connection with any Cash Collateral use or DIP the Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If Assuming the Debtor shall be subject satisfaction of the conditions set forth in Section 7.01 and Section 7.02(b), Parent will have available to any Insolvency Proceeding it at the Closing, sufficient cash, available lines of credit or other sources of immediately available funds to consummate the Merger and if First Lien Creditor consents to pay the aggregate Merger Consideration to the use of cash collateral (as such term is defined Exchange Agent and any other amounts required to be paid by Parent in Section 363(a) connection with the consummation of the Bankruptcy Code; hereintransactions contemplated hereby to which it is a party and to pay all related fees and expenses of Parent and Merger Sub, “Cash Collateral”), on which First Lien Creditor has a Lien including any repayment or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision refinancing of any other Bankruptcy Law outstanding indebtedness of Parent, the Company, and their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letter (such financingamounts, a the “DIP FinancingMerger Amounts”), and if there is no restriction on the use of such Cash Collateral use cash, available lines of credit or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to other sources of immediately available funds for such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections purposes. Parent has accepted and delivered to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith)Company a true, andcomplete and correct copy, if DIP Financing is involvedincluding all exhibits, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, schedules or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not allamendments thereto, of the applicable DIP Financing Conditionsfully executed commitment letter, then Second Lien Creditor unconditionally agrees that it will only withhold its consent dated as of the date hereof, from Xxxxxx Xxxxxxx Senior Funding, Inc. (the “Commitment Parties”) to such Cash Collateral use or will only raise an objection Parent (the “Commitment Letter”), pursuant to such DIP Financing based which the Commitment Parties have committed, upon the DIP terms and subject to the conditions set forth therein (subject to any “market flex” provisions included in the fee letters dated the date hereof referred to therein (collectively, the “Fee Letter”), true and complete copies of each of which have been delivered to the Company redacted only with respect to fees, economic terms, pricing caps, “market flex” and other provisions that are customarily redacted in connection with transactions of this type and that would not in any event adversely affect the conditionality, enforceability, availability, termination or amount of the Financing), to provide the financing set forth in the Commitment Letter (the “Financing”). The Financing, when funded in accordance with the Commitment Letter and giving effect to any “market flex” provision in or related to the Commitment Letter (including with respect to fees and original issue discount), shall provide Parent with cash proceeds on the Closing Date in an amount at least equal to the Merger Amounts As of the date of this Agreement, the Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement (nor is any such amendment or modification contemplated except (i) to add additional commitment parties as expressly contemplated in the Commitment Letter or (ii) to include commitments with respect to a revolving credit facility (or an amendment of Parent’s existing revolving credit facility)), and the respective commitments contained in the Commitment Letter have not been withdrawn, terminated or rescinded in any respect. Neither Parent nor Merger Sub has entered into any agreement, side letter, contract or other understandings or arrangement relating to the Financing Condition(sother than as set forth in the Commitment Letter and the Fee Letter or as permitted under Section 6.11. The Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent and Merger Sub, a valid, binding and enforceable obligation of the Commitment Parties, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions precedent set forth in the Commitment Letter and, in each case, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors or by general principles of equity. Parent has fully paid (or caused to be paid) which any and all commitment fees and other amounts, if any, that are not met due and will not withhold payable on or prior to the date of this Agreement in connection with the Financing. As of the date of this Agreement, assuming the accuracy of the representations and warranties of the Company set forth in Article III such that the condition set forth in Section 7.02(a) is satisfied, the performance by the Company of its consent obligations under this Agreement such that the condition set forth in Section 7.02(b) is satisfied, and the satisfaction of the conditions set forth in Section 7.01, and assuming completion of the Marketing Period, no event has occurred which, with or object without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default on the part of Parent, or, to the Knowledge of Parent or Merger Sub, any other basis (other than objections to party thereto under the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets Commitment Letter. As of the Debtor date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article III such that may serve as collateral (including avoidance actionsthe condition set forth in Section 7.02(a) is satisfied, or the proceeds thereofperformance by the Company of its obligations under this Agreement such that the condition set forth in Section 7.02(b) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall notis satisfied, and the satisfaction of the conditions set forth in Section 7.01, and assuming completion of the Marketing Period, neither Parent nor shall Merger Sub has any reason to believe that Parent will be unable to satisfy on a timely basis any of the Second Lien Claimholdersconditions to the Financing to be satisfied pursuant to the Commitment Letter on or prior to the Closing Date, directly nor does Parent have Knowledge that any of the Financing Sources will not perform its obligations thereunder. There are no conditions precedent or indirectly, provide, offer other contingencies related to provide, or support any DIP the funding of the full amount of the Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object (including pursuant to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented “market flex” provisions included in the Fee Letter), other than the conditions precedent expressly set forth in the Commitment Letter delivered to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens Company on the Collateral held by date hereof. Parent and Merger Sub understand and acknowledge that under the First Lien Claimholders terms of this Agreement, Parent’s and Merger Sub’s obligations to secure consummate the First Lien Debt Merger are not in any way contingent upon or otherwise subject to a surcharge Parent’s or are subordinated Merger Sub’s consummation of any financing arrangements, Parent’s or Merger Sub’s obtaining of any financing or the availability, grant, provision or extension of any financing to an administrative priority claim, a professional fee “carve-out,” Parent or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementMerger Sub.

Financing. If (a) Parent and Merger Sub shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Debtor shall be subject Financing on the terms and conditions described in the Financing Commitments, including using reasonable best efforts to any Insolvency Proceeding and if First Lien Creditor consents (i) maintain in effect the Financing Commitments, (ii) negotiate definitive agreements with respect to the use of cash collateral Debt Financing on terms and conditions (including, as necessary, the “flex” provisions contained in the redacted fee letter accompanying the Debt Financing Letter) as specified in the Debt Financing Letter (any such term is defined in Section 363(a) of agreements, the Bankruptcy Code; herein, “Cash CollateralDefinitive Debt Agreements”), (iii) satisfy on which First Lien Creditor has a Lien timely basis (or consents obtain the waiver of) all conditions that are applicable to Parent or Merger Sub in the Debtor obtaining financing provided under Section 364 of Debt Financing Commitment or the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP FinancingDefinitive Debt Agreements, as applicable, meets and comply with its obligations thereunder, and (iv) upon the applicable DIP satisfaction or waiver of such conditions, consummate the Debt Financing Conditionsat or prior to the Effective Time. In furtherance and not in limitation of the foregoing, then Second Lien Creditor unconditionally agrees in the event that it will consent all conditions to the Debt Financing Letter (and if Definitive Debt Agreements have been entered into, to such Cash Collateral use respective Definitive Debt Agreements) in each case, other than the availability of any of the financing contemplated under the Equity Financing Letter, have been satisfied or raise no objection waived or upon the funding will be satisfied, and all of the conditions set forth in Section 8.1 (with respect to such DIP Financing, as applicable any funding of Debt Financing to occur at the Closing) have been satisfied or waived (other than objections those conditions that by their terms are to be satisfied at the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets closing of the Debtor that may serve as collateral (including avoidance actionsDebt Financing, the Offer Closing or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP FinancingClosing, as applicable), meets someParent and Merger Sub shall use their reasonable best efforts to enforce their rights under the Debt Financing Letter and Definitive Debt Agreements, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surchargecase may be, claim, carve out including by suit or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementother appropriate proceeding.

Financing. If (a) Parent has delivered to the Debtor shall be Company a true and complete copy of the executed Debt Commitment Letter and any related fee letters (redacted as to economic terms and other commercially sensitive numbers and provisions specified in any such fee letter (including any provisions relating to “flex” terms or similar concepts) excluding in each case, any such provisions that could adversely affect the amount of the financing or the Financing Conditions). The Debt Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement. Neither Parent nor any of its affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the Transactions that could affect the availability of the Financing on the Closing Date, other than as described in the Debt Commitment Letter and the fee letters and engagement letters related to the Debt Commitment Letter. As of the date of this Agreement, the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of Parent and to the knowledge of Parent each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the Financing Conditions and, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered. Parent has fully paid (or caused to be paid) any Insolvency Proceeding and if First Lien Creditor consents all commitment fees and other amounts that are due and payable on or prior to the use date of cash collateral (as this Agreement in connection with the Financing. As of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article III such term is defined that the condition set forth in Section 363(a7.2(a) is satisfied, no event has occurred which, with or without notice, lapse of time or both, would reasonably constitute a breach or default on the part of Parent or, to the knowledge of Parent, any other party thereto under the Debt Commitment Letter. As of the Bankruptcy Code; hereindate of this Agreement, “Cash Collateral”)assuming the accuracy of the representations and warranties set forth in Article III such that the condition set forth in Section 7.2(a) is satisfied and the satisfaction of the conditions set forth in Section 7.2(b) and Section 7.2(c) and performance by the Company of its obligations under Section 6.13 of this Agreement, Parent has no reason to believe that it or any other party thereto will be unable to satisfy on which First Lien Creditor has a Lien or consents timely basis its obligations under the Debt Commitment Letter. There are no conditions precedent related to the Debtor obtaining financing provided funding of the full amount of the Financing, other than the Financing Conditions. Assuming the accuracy of the representations and warranties set forth in Article III such that the condition set forth in Section 7.2(a) is satisfied and the satisfaction of the conditions set forth in Section 7.2(b) and Section 7.2(c) and performance by the Company of its obligations under Section 364 6.13 of this Agreement, as of the Bankruptcy Code or any similar provision date of any other Bankruptcy Law this Agreement, Parent has no reason to believe that (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereofi) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly Financing Conditions will not be satisfied or indirectly, provide, offer (ii) the Financing will not be made available to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens Parent on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementClosing Date.

Financing. If (a) Prior to the Debtor Charter Closing, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitment (or any other Financing in lieu thereof) (subject to any Insolvency Proceeding amendments, modifications, waivers or replacements not prohibited by this Section 6.19(a)), including using reasonable best efforts to (i) maintain in effect the Financing Commitment, (ii) satisfy on a timely basis (or obtain a waiver of) all conditions to funding the Committed Financing, (iii) negotiate and if First Lien Creditor consents enter into definitive agreements with respect thereto on terms and conditions described in the Financing Commitment (subject to any amendments, modifications, waivers or replacements not prohibited by this Section 6.19(a)) on or prior to the use of cash collateral Charter Closing Date, (as such term is defined iv) enforce its rights under the Financing Commitment and (v) in Section 363(athe event that all conditions in the Financing Commitment (or any other Financing in lieu thereof) have been satisfied, cause the lenders and other Persons providing the Committed Financing (or any other Financing in lieu thereof) to fund on the Charter Closing Date the Committed Financing (or any other Financing in lieu thereof) required to consummate the Transactions. To the extent requested by the Company from time to time, Parent shall keep the Company informed on a reasonably current basis of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien status of its efforts to obtain the Financing (or consents Alternative Financing) and provide to the Debtor obtaining financing provided under Section 364 Company copies of all material documents related to the Financing (or Alternative Financing). In the event any portion of the Bankruptcy Code Committed Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Financing Commitment (and subject to any amendments, modifications or replacements not prohibited by this Section 6.19(a)) prior to the Charter Closing Date for any similar provision reason (A) Parent shall promptly notify the Company in writing and (B) Parent shall use reasonable best efforts to obtain, as promptly as practicable following the occurrence of any other Bankruptcy Law such event, alternative financing (such financing, a the “DIP Alternative Financing”) in an amount sufficient to consummate the Transactions (after giving effect to any committed financing), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, howeverthat such Alternative Financing would not reasonably be expected to prevent, that impede or delay the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral consummation of the Second Lien Claimholders securing the Second Lien Debt Transactions; provided, further that Parent shall also be subordinated have no obligation to such accept (i) any fees, interest or claim and shall remain subordinated other economic terms (taken as a whole) that are less favorable in any respect to Parent than the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.fees,

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use of cash collateral (as such term is defined in Section 363(a) Company true, correct and complete fully-executed copies of the Bankruptcy Code; hereincommitment letter, dated as of January 23, 2011, by and among Parent, WF Investments Holdings, LLC, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC, SunTrust Bank, SunTrust Xxxxxxxx Xxxxxxxx, Inc., and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Cash CollateralRabobank Nederland”, New York Branch, including all exhibits, schedules, annexes and amendments to such letter, in effect as of the date of this Agreement (the “Commitment Letter”), on which First Lien Creditor has together with a Lien or consents redacted copy of the fee letter relating thereto (the “Fee Letter”). Pursuant to the Debtor obtaining financing provided under Section 364 Commitment Letter, and subject to the terms and conditions thereof, each of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable parties thereto (other than objections Parent) have severally agreed and committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the failure date of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, modified or rescinded (and no party thereto indicated an intent to grant adequate protection that Second Lien Creditor so withdraw, modify or rescind) in any respect prior to the date of this Agreement. As of the date of this Agreement, the Commitment Letter is permitted in full force and effect and constitutes the legal, valid and binding obligation of each of Parent and, to seek under the knowledge of Parent, the other parties thereto, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and subject to general principles of equity. As of the date of this Agreement, except for the Fee Letter and an engagement letter with respect to the Financing, there are no side letters or other contracts or arrangements related to the Financing other than the Commitment Letter. As of the date of this Agreement, there are no conditions precedent or contingencies relating to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Letter. The net proceeds contemplated from the Financing, together with cash on hand of Parent and Merger Sub on the Closing Date, will, in the aggregate, be sufficient for (i) the payment of the aggregate Cash Consideration and any other amounts required to be paid pursuant to Article II, the aggregate amount of cash to be deposited pursuant to Section 6.5 1.7(b) in respect of the Reserved Company Common Stock, and the aggregate amount of cash to be paid pursuant to the terms of Section 1.9 in respect of the Company RSU Awards, (ii) the funding of any required refinancings or repayments of any existing indebtedness of the Company or Parent in connection therewith)with the Merger or the Financing, andand (iii) the payment of all fees and expenses and other payment obligations required to be paid or satisfied by Parent, if DIP Financing is involvedMerger Sub and the Surviving Entity in connection with the Merger and the Financing. As of the date of this Agreement, Second Lien Creditor will subordinate its Liens in (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) on the Collateral (and in part of Parent under the Commitment Letter or, to the knowledge of Parent or Merger Sub, any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) party to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but Commitment Letter and (ii) Parent and Merger Sub do not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees have any reason to believe that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly conditions to the Financing will not be satisfied or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed other funds necessary for the satisfaction of all of Parent’s obligations under this Agreement, the funding of any required refinancings or consented to DIP Financing which satisfies repayments of any existing indebtedness of the DIP Financing Conditions. If, Company or Parent in connection with any Cash Collateral use the Merger or DIP Financing, any Liens the Financing and the payment of all fees and expenses reasonably expected to be incurred in connection therewith will not be available to Parent and Merger Sub on the Collateral held by the First Lien Claimholders Closing Date. Parent and Merger Sub have fully paid all commitment fees or other fees required to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed be paid prior to the United States Trustee, date of this Agreement pursuant to the Commitment Letter. Each of Parent and so long as Merger Sub understands that the amount of such surcharge, claim, carve out or fee is reasonable under obligations to effect the circumstances, then transactions contemplated by this Agreement are not conditioned upon the Liens on the Collateral availability of the Second Lien Claimholders securing Financing to Parent and Merger Sub at the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementClosing.

Financing. If (a) The Company shall, and shall cause its Subsidiaries to, at the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents to the use of cash collateral (as such term is defined in Section 363(a) sole expense of the Bankruptcy Code; hereinParent use its and their reasonable best efforts to provide such cooperation as may be reasonably requested by the Parent in connection with the financing of the Transactions, “Cash Collateral”)if any, including using reasonable best efforts to (i) cause appropriate officers and employees to be available, on which First Lien Creditor has a Lien or consents customary and reasonable basis and upon reasonable notice, to meet with ratings agencies and prospective lenders and investors in presentations, meetings, road shows and due diligence sessions, (ii) provide reasonable assistance with the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision preparation of any ratings presentations, information memos, offering memoranda or other Bankruptcy Law (such financing, a “DIP Financing”), marketing and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 disclosure documents and customary information in connection therewith), andincluding the preparation of appropriate discussions of business, if DIP Financing is involvedfinancial statements, Second Lien Creditor will subordinate its Liens in the Collateral (pro forma financials, projections, management discussion and in any analysis, and other assets customary financial data of the Debtor that may serve as collateral Company and its Subsidiaries, all for use in connection therewith and an audit of the financial statements in accordance with GAAP and applicable Law by independent certified public accountants, (including avoidance actions, or the proceeds thereofiii) for such DIP Financing) provide any financing sources with reasonable access to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financingproperties, as applicable, meets some, but not all, books and records of the applicable DIP Financing ConditionsCompany and its Subsidiaries, then Second Lien Creditor unconditionally agrees that it will only withhold execute and deliver any customary certificates, authorization letters, pledge or security documents or other customary definitive financing documents and related documents and certificates as may be reasonably requested by the Parent and (iv) direct its consent independent accountants and counsel to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met provide customary and will not withhold its consent or object on any other basis (other than objections reasonable assistance to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 Parent including in connection therewith) and, if DIP Financing is involved with providing customary comfort letters and any permitted objection opinions of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debtcounsel; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor actions contemplated in the foregoing clauses (i) through (iv) do not (A) unreasonably interfere with the ongoing operations of the Company or any Second Lien Claimholder of its Subsidiaries, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement, (D) require the Company or any of its Subsidiaries to pay any out-of-pocket fees or expenses prior to the Closing that are not promptly reimbursed by the Parent as set forth in Section 5.13(b), (E) involve any binding commitment by the Company or any of its Subsidiaries which commitment is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens conditioned on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed Closing and does not terminate without liability to the United States TrusteeCompany or any of its Subsidiaries upon the termination of this Agreement or (F) cause any director, and so long as the amount of such surcharge, claim, carve out officer or fee is reasonable under the circumstances, then the Liens on the Collateral employee of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated Company or any of its Subsidiaries to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementincur any personal liability.

Financing. If the Debtor shall be subject Buyer has delivered to any Insolvency Proceeding Seller a true and if First Lien Creditor consents to the use of cash collateral (as such term is defined in Section 363(a) complete copy of the Bankruptcy Code; hereinexecuted commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from Xxxxx Fargo Bank, National Association and Xxxxx Fargo Securities, LLC (collectively with their Affiliates, the “Cash CollateralFinancing Providers”), on ) pursuant to which First Lien Creditor has a Lien or consents the Financing Providers have committed to provide Buyer with financing for the Debtor obtaining financing provided under Section 364 transactions contemplated hereby in an aggregate amount of $275,000,000 (the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and if such Cash Collateral use to Buyer’s knowledge, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or DIP Financingother Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, meets of the applicable DIP full amount of the Debt Financing Conditionsother than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), then Second Lien Creditor unconditionally agrees engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will consent be unable to such Cash Collateral use satisfy on a timely basis any term or raise no objection condition of closing to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate be satisfied by it or its Liens Affiliates contained in the Collateral (Debt Commitment Letter. Buyer has fully paid any and in any all commitment fees and other assets fees required by the Debt Commitment Letter to be paid as of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementdate hereof.

Financing. If (a) Prior to the Debtor Closing, each of Acquiror and the Contributor Parties shall cooperate, and shall use their reasonable best efforts to cause their respective officers, employees, auditors, and advisors, including legal and accounting advisors, to cooperate in connection with arranging, obtaining and syndicating the Financing or any other financing that may be subject arranged by Acquiror (together with the Financing, the “Acquisition Financing”, and the sources of the Acquisition Financing, including any entities that have committed to provide or otherwise entered into agreements in connection with the Financing, including the banks party to the Debt Letters or any related engagement letter in respect of the Debt Financing or to any Insolvency Proceeding and if First Lien Creditor consents joinder agreements, credit agreements, indentures, notes, purchase agreements, definitive agreements or other agreements in connection with or relating to the use of cash Financing, and any arrangers, bookrunners, administrative agents, and collateral (as such term is defined in Section 363(a) of agents with respect to the Bankruptcy Code; hereinFinancing, collectively, the “Cash CollateralFinancing Sources”), including, for the avoidance of doubt, causing the conditions in the Debt Letters and the Preferred Purchase Agreement to be satisfied; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the business of the Parties or their respective Affiliates). Such cooperation shall include the following: (i) upon reasonable notice, participation in, and making their senior management, with appropriate seniority and expertise, reasonably available for meetings, drafting sessions, rating agency presentations and due diligence sessions; (ii) furnishing in writing to any Financing Sources as promptly as practicable following request therefor financial and operating data and other pertinent information and disclosure regarding the Compression Group Entities and the Compression Business (including their businesses, operations, financial projections and prospects) as is reasonably requested in connection with an Acquisition Financing, including of the type and form required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of securities on which First Lien Creditor has Form S-1 (or any successor form thereto) under the Securities Act, and of the type and form, and for the periods, in each case, customarily included in offering documents used to syndicate credit facilities of the type to be included in the Debt Financing and in offering documents used in a Lien or consents Rule 144A private placement of debt securities and all other information and data related to the Debtor obtaining financing provided under Section 364 Compression Group Entities and the Compression Business that would be necessary for the underwriters or initial purchasers in an offering of the Bankruptcy Code or any similar provision such securities to receive customary “comfort” (including customary “negative assurance” comfort) from independent accountants in connection with such an offering which such accountants are prepared to provide upon completion of any other Bankruptcy Law (such financing, a “DIP Financing”)customary procedures, and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent updates to such Cash Collateral use or raise no objection information from time to such DIP Financingtime as necessary in order to make the statements contained therein not misleading; (iii) preparing and delivering, as applicable (other than objections to and assisting the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens Sources in the Collateral preparation and delivery of, (A) one or more customary offering documents, including offering memoranda, private placement memoranda and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall notinvestor presentations, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer documents to provide, or support any DIP Financing secured by a Lien senior to or pari passu be filed with the Liens securing the First Lien Priority Debt; providedSEC, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. Ifincluding a registration statement and related prospectuses, in connection with an Acquisition Financing (in each case, including the provision of “back-up” support), (B) syndication memoranda, bank information memoranda and/or other marketing materials and memoranda that may be reasonably requested in connection with any Cash Collateral use or DIP Acquisition Financing, including customary lender presentations, rating agency presentations and confidential information memoranda to be used in the syndication of credit facilities of the type to be included in the Debt Financing, and (C) materials for rating agency presentations and business and financial projections (including in each case any Liens on the Collateral held supplement thereto); (iv) using reasonable best efforts to obtain surveys and title insurance reasonably requested by the First Lien Claimholders to secure the First Lien Debt are Financing Sources; (v) taking all reasonably required corporate actions, subject to the consummation of the Closing, to permit the consummation of an Acquisition Financing and to permit the proceeds thereof to be made available to Acquiror; (vi) providing authorization letters to any Financing Sources authorizing the distribution of information to prospective lenders and investors and containing (A) a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed customary representation to the United States Trusteearranger of any Acquisition Financing that the information contained in any offering document or information memorandum relating to the Compression Group Entities or the Compression Business does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral in light of the Second Lien Claimholders securing circumstances under which they were made, not misleading and (B) a customary material non-public information representation; and (vii) cooperating reasonably with the Second Lien Debt Financing Sources’ due diligence of the Compression Group Entities and the Compression Business, to the extent not unreasonably interfering with the business of the Parties and their respective Affiliates. Any information provided by the Parties in connection with seeking an Acquisition Financing (which must be furnished in writing) shall also be subordinated to such interest or claim prepared in good faith and shall remain subordinated to the Liens on the Collateral be free of the First Lien Claimholders consistent with this Agreementany material misstatements or omissions.

Financing. If (a) Prior to the Debtor Merger Closing, the Company shall use its commercially reasonable efforts, and shall cause each of its Subsidiaries to use its commercially reasonable efforts, and shall use its commercially reasonable efforts to cause its Representatives to use their commercially reasonable efforts, in each case at Parent’s sole expense, to provide such customary cooperation to Parent and Merger Sub as may be reasonably required or requested in connection with the Financing, including (i) to the extent not included in the Company SEC Documents, furnishing Parent and Merger Sub and their Financing Sources (A) audited consolidated financial statements of the Company covering the three (3) fiscal year period ended September 30, 2014, (B) within 40 days after the end of any fiscal quarter ending after the date hereof that is not a fiscal year end, with the unaudited consolidated balance sheet of the Company as of the end of such quarter and the related unaudited statements of income and cash flows, which shall have been reviewed by the Company’s accountants as provided in SAS 100, (C) within 60 days after the end of any fiscal year ending after the date hereof with the audited consolidated balance sheet of the Company as of the end of such fiscal year and the related audited statements of income and cash flows and (D) such other financial and other information as Parent shall reasonably request in order to consummate the Financing, including customary authorization letters to the Financing Sources authorizing the distribution of information pertaining to the Company and its Subsidiaries to prospective lenders and a representation that any public-side version of such information does not include material nonpublic information, (ii) using commercially reasonable efforts to obtain such consents, approvals and authorizations which shall be subject to any Insolvency Proceeding and if First Lien Creditor consents to reasonably requested by Parent in connection with the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets well as facilitating the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets repayment of agreed upon existing Indebtedness of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Company and its Subsidiaries and releases of any Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, existing Indebtedness of the applicable DIP Financing ConditionsCompany and its Subsidiaries by delivering any notices, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use payoff letters or will only raise an objection to such DIP Financing based similar instruments reasonably requested by Parent, in each case upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to repayment of such Indebtedness substantially concurrently with the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets initial funding of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that in no event shall this Section 5.16(a)(ii) require the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor Company or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed of its Subsidiaries to cause the Company’s existing credit agreements to be terminated unless the earlier of the Offer Closing and the Merger Closing shall occur substantially concurrently with such termination, and the Company or consented its Subsidiaries have received funds from Parent to DIP pay in full the payoff amount for such Indebtedness, (iii) cooperating with the marketing efforts for the Financing which satisfies (including by way of causing management, officers and advisors to participate in a reasonable and limited number of due diligence sessions and other meetings related to the DIP Financing Conditions. Ifon reasonable advance written notice), (iv) using commercially reasonable efforts to assist in obtaining such legal opinions and comfort letters and consents from accountants for the use of their reports and materials as reasonably requested by Parent, (v) providing Parent with all documentation and other information required by regulatory authorities and as reasonably requested by Parent on behalf of Financing Sources with respect to the Company and its Subsidiaries in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, Title III of Pub. L. 107-56 (signed into law October 26, 2001), and (vi) preparing and delivering to Parent any Cash Collateral use supplements to the above information as may be required pursuant to the Debt Commitment Letter; provided, however, that notwithstanding anything in this Agreement to the contrary, neither the Company nor any of its Subsidiaries shall (1) be required to waive or DIP amend any terms of this Agreement or to pay any commitment or other similar fee in connection with the Financing, (2) have (until the Merger Closing but only if the Merger occurs) any Liens on liability or obligation under any loan agreement or certifications or any related document or any other agreement or document related to the Collateral held Financing, (3) be required to give any indemnities in connection with the Financing that are effective prior to the Effective Time or to incur (until the Merger Closing but only if the Merger Closing occurs) any other liability (other than out-of pocket expenses in connection with cooperation with the Parent and the Merger Sub contemplated by this Section 5.16, it being understood that all such out-of-pocket expenses shall be subject to reimbursement by Parent in accordance with the following sentence) in connection with the Financing, (4) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business or the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (5) provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged, or (6) take any action that will conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach of, or default under, any Contract to which the Company or any of its Subsidiaries is a party or (7) except only as will be effective at the Offer Closing, take any corporate action approving, or executing any document or agreement relating to, the Financing. If this Agreement is terminated in accordance with Section 7.1, Parent shall, reasonably promptly upon written request by the First Lien Claimholders to secure Company, reimburse the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carveCompany for all reasonable and documented out-out,” or fees owed of-pocket costs to the United States Trusteeextent such costs are incurred by the Company or its Subsidiaries in connection with such cooperation provided by the Company, its Subsidiaries or their respective Representatives pursuant to the terms of this Section 5.16, or in connection with compliance with its obligations under this Section 5.16, and so long as Parent shall indemnify and hold harmless the amount of such surcharge, claim, carve out Company and its Subsidiaries and their respective Representatives from and against any and all liabilities and costs suffered or fee is reasonable under incurred by them in connection with the circumstances, then the Liens on the Collateral arrangement of the Second Lien Claimholders securing Financing and any information utilized in connection therewith (other than arising from information provided by the Second Lien Debt shall also Company or its Subsidiaries), except in the event such Losses arose out of or result from the bad faith, gross negligence or willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives. Nothing in this Section 5.16 will require any officer or Representative of the Company or any of its Subsidiaries to deliver any certificate or opinion or take any other action that could reasonably be subordinated expected to result in personal liability to such interest officer or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementRepresentative.

Financing. If Parent has delivered to the Debtor shall be Company true, correct and complete copies, as of the date of this Agreement, of executed Debt Commitment Letters to provide, subject to any Insolvency Proceeding the terms and if First Lien Creditor consents conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”). As of the date of this Agreement, the Debt Commitment Letters have not been amended or modified and the respective commitments contained therein have not been withdrawn or rescinded in any respect. As of the date of this Agreement, the Debt Commitment Letters, in the form so delivered, are in full force and effect and are legal, valid and binding obligations of Parent, and if such Cash Collateral use to the knowledge of Parent, the other parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, or DIP Financingsimilar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. Parent has fully paid, as applicableor is paying, meets substantially contemporaneously with the applicable DIP Financing Conditionsexecution and delivery of this Agreement, then Second Lien Creditor unconditionally agrees any and all commitment fees or other fees in connection with the Debt Commitment Letters that are payable on or prior to the date of this Agreement. The net proceeds contemplated by the Debt Commitment Letters will, together with cash and cash equivalents available to Parent and committed credit facilities in the aggregate, be sufficient to consummate the Transactions upon the terms contemplated by this Agreement and to pay all related fees and expenses associated therewith, including payment of all amounts under ARTICLE I of this Agreement. As of the date of this Agreement, Parent has no reason to believe that it will consent be unable to such Cash Collateral use satisfy any term or raise condition of closing to be satisfied by it contained in the Debt Commitment Letters. As of the date of this Agreement, no objection event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any term or condition of the Debt Commitment Letters or that would, individually or in the aggregate, permit the financial institutions party thereto to such DIP terminate, or to not make the initial funding of the facilities to be established thereunder upon satisfaction of all conditions thereto; provided that Parent is not making any representations in this Section 4.18 regarding the effect of the inaccuracy of any of the representations and warranties in ARTICLE II. Except as set forth in the Debt Commitment Letters, there are no (i) conditions precedent to the respective obligations of the lenders specified in the Debt Commitment Letters to fund the full amount of the Financing; or (ii) contractual contingencies under any agreements, as applicable side letters or arrangements relating to the Financing to which either Parent, Merger Sub or any of their respective Affiliates is a party that would permit the lenders specified in the Debt Commitment Letters to reduce the total amount of the Financing (other than objections to retranching or reallocating the failure to grant adequate protection Financing in a manner that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewithdoes not reduce the aggregate amount of the Financing), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in or that would materially and adversely affect the Collateral (and in any other assets availability of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If Parent has delivered to the Debtor Company, as of the date of this Agreement, true, complete and correct copies of (i) an executed commitment letter, dated as of the date hereof (the “Debt Commitment Letter“, provided that, for purposes of this Agreement, the Debt Commitment Letter shall be also include, after the date hereof, to the extent alternative financing from alternative financial institutions is obtained in accordance with this Agreement, any executed commitment letter for such alternative financing), among Parent and Xxxxx Fargo Bank, National Association, Xxxxx Fargo Capital Finance, LLC, 1903 Onshore Funding, LLC and Special Value Continuation Partners, LP (collectively, the “Debt Commitment Parties“; the Debt Commitment Parties, together with, to the extent alternative financing from alternative financial institutions is obtained in accordance with this Agreement, any such alternative financial institutions, collectively, the “Debt Financing Sources“) pursuant to which the Debt Commitment Parties (or Debt Financing Sources, as applicable) have agreed, subject to any Insolvency Proceeding the terms and if First Lien Creditor consents conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing“ which includes, to the use of cash collateral (as extent alternative financing from alternative financial institutions is obtained in accordance with this Agreement, any such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such alternative financing, a “DIP Financing”), and if (ii) executed equity commitment letters, dated as of the date hereof (the “Equity Commitment Letters“, and together with the Debt Commitment Letter, the “Commitment Letters“), pursuant to which Family LLC and Xxxxxx Equities VII, LLC, respectively (the “Equity Financing Sources“ and, together with the Debt Financing Sources, the “Financing Sources“) have committed, subject to the terms and conditions thereof, to invest up to the respective amounts set forth therein (the “Equity Financing“, and together with the Debt Financing, the “Financing“). The Commitment Letters are in full force and effect as of the date of this Agreement, and are legal, valid and binding obligations of Parent and the other parties thereto. As of the date hereof, no amendment or modification of the Commitment Letters has been or made and the respective commitments contained in the Commitment Letters have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are no side letters or other agreements to which Parent or its Affiliates is a party relating to the funding of the Financing other than the Commitment Letters, the Rollover Agreement, the Exchange Agreement and any customary fee letters or engagement letters that do not impact the conditionality or amount of the Financing. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Commitment Letters and/or the Financing that are due and payable on or prior to the date hereof (to the extent not otherwise waived by the applicable Financing Source). As of the date of this Agreement, assuming the accuracy in all material respects of the representations and warranties set forth in Article III, neither Parent nor Merger Sub has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term (to the extent such Cash Collateral use material term is to be performed or DIP Financingcomplied with prior to the Closing Date) or condition to close set forth in any of the Commitment Letters, in each case, in accordance with the terms therein, on or prior to the Closing Date. There are no conditions precedent related to the funding or investing, as applicable, meets of the applicable DIP full amount of the Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections as expressly set forth in or contemplated by the Commitment Letters. The Financing will provide Parent and Merger Sub with financing on the Closing Date sufficient to the failure pay all cash amounts required to grant adequate protection that Second Lien Creditor is permitted to seek be paid by Parent and Merger Sub under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, this Agreement in connection with the Merger, together with any Cash Collateral use fees and expenses of or DIP Financing, any Liens payable by Parent and Merger Sub with respect to the Merger and the Financing on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementClosing Date.

Financing. If the Debtor shall be subject Acquiror agrees to any Insolvency Proceeding use its best efforts to promptly negotiate and if First Lien Creditor consents obtain definitive agreements with respect to the use of cash collateral financing described in the Financing Commitments (excluding the “Note Offering” as such term is defined in Section 363(asuch Financing Commitments) of on the Bankruptcy Code; herein, terms provided for therein (“Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”) (or such replacement financing commitments that have substantially similar terms as the Financing Commitments (excluding the “Note Offering” as defined in such Financing Commitments) and in any event no less favorable to Acquiror than those set forth in the Financing Commitments) (the “Definitive Financing Agreements), and if such Cash Collateral Definitive Financing Agreements are entered into, to consummate the Financing upon satisfaction of the conditions set forth in Sections 8.1 and 8.2. Acquiror shall use best efforts to satisfy all requirements of the Financing (or DIP Financing, such replacement financing commitments that have substantially similar terms as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to Commitments (excluding the “Note Offering” as defined in such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (Commitments) and in any other assets event, no less favorable to Acquiror than those set forth in the Financing Commitments) and of the Debtor that may serve as collateral (including avoidance actionsDefinitive Financing Agreements, which are conditions precedent to closing the transaction constituting the Financing and to drawing the cash proceeds thereunder. The Acquiror will notify the Company of any written amendment or the proceeds thereof) for such DIP Financing) change to the Liens securing such DIP Financing Commitments and Definitive Financing Agreements, if any. Acquiror will keep the Company informed, to the extent requested, on a regular on-going basis as to the status of the efforts to obtain the Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, In the event any portion of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and becomes unavailable in any other assets of manner or from the Debtor that may serve as collateral (including avoidance actionssources originally contemplated, or the proceeds thereof) for such DIP Financing) to Acquiror will promptly inform the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementCompany.

Financing. If (a) As of the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents date of this Agreement, Parent has delivered to the use Company a true, complete and correct copy of cash collateral (a fully executed debt commitment letter, dated as such term is defined in Section 363(a) of the Bankruptcy Code; hereindate of this Agreement (together with all exhibits, schedules, annexes and joinders thereto, as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with the terms of this Agreement, the “Cash CollateralDebt Commitment Letter”) and fully executed fee letters (together with all exhibits, schedules, annexes and joinders thereto, as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with the terms of this Agreement, the “Fee Letters”) relating thereto (except that the fee amounts, pricing caps and other economic terms in the Fee Letters may be redacted in a customary manner so long as no such redaction covers terms that would adversely affect the amount or conditionality of the Debt Financing) (such Debt Commitment Letter and Fee Letters are referred to collectively herein as the “Debt Financing Commitment”), on which First Lien Creditor has a Lien or consents to among Parent and the Debtor obtaining financing provided under Section 364 of Financing Sources party thereto (the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP FinancingCommitment Parties”), and if such Cash Collateral use or DIP Financingpursuant to which the Commitment Parties have agreed, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections subject to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (terms and in any other assets conditions of the Debtor that may serve as collateral (including avoidance actionsDebt Financing Commitment, to provide or the proceeds thereof) for such DIP Financing) cause to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; be provided, howeveron a several and not joint basis, that the First Lien Creditor may withhold its consent or object financing commitments described therein. The debt financing contemplated under the Debt Financing Commitment is referred to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long herein as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien “Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementFinancing.”

Financing. If the Debtor shall be subject Xxxxxx has entered into and has delivered to any Insolvency Proceeding Holdco a true, complete and if First Lien Creditor consents to the use of cash collateral (as such term is defined in Section 363(a) accurate fully executed copy of the Bankruptcy Code(a) the Commitment Letter and (b) the related fee letters; herein, provided that such fee letters may be redacted solely with respect to economic terms in a customary manner (the “Cash CollateralFee Letters”), on which First Lien Creditor has a Lien or consents including all exhibits, schedules, annexes and amendments to the Debtor obtaining financing provided under Section 364 such letters in effect as of the Bankruptcy Code or any similar provision date hereof, copies of any other Bankruptcy Law which are attached as Exhibit 5.25 (such financing, a the “DIP FinancingFinancing Letters”), pursuant to which and if subject to the terms and conditions thereof, the Financing Sources party thereto have committed to provide the amounts set forth therein (the provision of such Cash Collateral use funds as set forth therein, the “ABL Financing”) for the purposes set forth in such Financing Letters. The Financing Letters (i) have not been amended, restated or DIP Financingotherwise modified or waived prior to the execution and delivery of this Agreement, as applicableand the respective commitments contained therein have not been withdrawn (to the knowledge of Xxxxxx), meets rescinded (to the applicable DIP Financing Conditionsknowledge of Xxxxxx), then Second Lien Creditor unconditionally agrees that it will consent amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement and (ii) to the knowledge of Xxxxxx, no such Cash Collateral use withdrawal, rescission, amendment, restatement, modification or raise no objection to such DIP Financing, as applicable waiver is contemplated (other than objections any such amendment, modification, or restatement to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who have not executed the failure to grant adequate protection that Second Lien Creditor is permitted to seek Commitment Letter as of the date hereof). To the knowledge of Xxxxxx, as of the date of this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Xxxxxx under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and Commitment Letter or otherwise result in any other assets portion of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP FinancingABL Financing not being available. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, As of the applicable DIP Financing Conditionsdate of this Agreement, then Second Lien Creditor unconditionally agrees Xxxxxx is not aware of any fact, event or other occurrence that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall makes any of the Second Lien Claimholdersrepresentations or warranties of Xxxxxx or its affiliates in the Financing Letters that constitutes a condition precedent to the provision of the ABL Financing on the Closing Date inaccurate in any material respect. Notwithstanding any other provision of this Section 5.25, directly no representation or indirectly, provide, offer warranty is made by Xxxxxx pursuant to provide, or support any DIP Financing secured by a Lien senior to or pari passu this Section 5.25 with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object respect to any DIP Financing proposed matter arising out of any action, inaction or omission by Second Lien Creditor Xxxxxx, XXX or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementtheir respective Subsidiaries.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents (a) Parent has delivered to the use of cash collateral (as such term is defined in Section 363(a) Company a true, accurate and complete copy of the Bankruptcy Code; hereinfully executed debt commitment letter, dated as of August 15, 2016 (together with all annexes, schedules and exhibits thereto) from the banks named therein to Parent (collectively, the “Cash CollateralDebt Financing Commitment Letter”), on which First Lien Creditor has a Lien or consents pursuant to the Debtor obtaining terms, but subject to the conditions, of which the lender parties thereto have committed to provide Parent and Merger Sub with debt financing provided under Section 364 in the amounts set forth therein for purposes of, among other things, financing the Merger and the other transactions contemplated by this Agreement, paying related fees and expenses (such debt financing, as it may be modified (to the extent permitted by this Agreement), the “Debt Financing”). The Debt Financing Commitment Letter has not been amended, modified or waived in any manner prior to the date of this Agreement and, as of the Bankruptcy Code date of this Agreement, no such amendment, modification or waiver is pending or contemplated. As of the date of this Agreement, neither Parent nor its Subsidiaries has entered into any similar provision side letter or other agreement relating to the funding of the Debt Financing, other than as set forth in the Debt Financing Commitment Letter and the fee letters related thereto and there are no arrangements related to the Debt Financing that would be reasonably be expected to affect the availability of the Debt Financing. The proceeds of the Debt Financing (both before and after giving effect to the exercise of any other Bankruptcy Law or all “market flex” provisions related thereto), together with cash on hand and each long-term debt financing that replaces all or a portion of the Debt Financing (each such debt financing, each of which shall have conditions to the availability and funding of the proceeds thereof that are no more restrictive, taken as a whole, than the Financing Conditions (as defined below), a “DIP Replacement Financing”, and collectively, the “Replacement Financings”), will be sufficient for the payment of the Merger Amount when due on the Closing. As of the date of this Agreement, the commitments contained in the Debt Financing Commitment Letter have not been withdrawn, terminated or rescinded in any respect. As of the date of this Agreement, the Debt Financing Commitment Letter is in full force and if such Cash Collateral use effect and represents a valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent, each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or DIP Financing, as applicable, meets waiver of the applicable DIP conditions precedent set forth in Section 1 of the Debt Financing Commitment Letter (the “Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections ”) and subject to the failure Enforceability Exception. Parent has fully paid (or caused to grant adequate protection be paid) any and all commitment fees and other amounts that Second Lien Creditor is permitted are due and payable on or prior to seek under Section 6.5 the date of this Agreement in connection therewith)with the Debt Financing. As of the date of this Agreement, andno event has occurred which, if DIP with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent, or to the Knowledge of Parent, any other party thereto, under the Debt Financing is involvedCommitment Letter, Second Lien Creditor will subordinate its Liens which breach or default would reasonably be expected to result in the Collateral inability of Parent to satisfy (and in any other assets or materially delay the ability of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereofParent to satisfy) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien ClaimholdersFinancing Conditions on or prior to the Closing Date. As of the date of this Agreement, directly or indirectly, provide, offer Parent has no reason to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, believe that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor it or any Second Lien Claimholder which other party thereto will be unable to satisfy the Financing Conditions at or prior to the time contemplated hereunder for the Closing. Parent understands and acknowledges that under the terms of this Agreement, Parent’s obligation thereunder is proposed if First Lien Creditor has not proposed in any way contingent upon or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are otherwise subject to a surcharge Parent’s consummation of any financing arrangements, Parent’s obtaining of any financing or are subordinated the availability, grant, provision or extension of any financing to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementParent.

Financing. If The Company has received copies of (a) a commitment letter dated January 20, 1998 from DLJ Merchant Banking Partners II, L.P., DLJ Merchant Banking Partners II - A, L.P., DLJ Offshore Partners II, C.V., XXX Xxxxxxxxxxx Xxxxxxxx, X.X., XXX Xxxersified Partners - A, L.P., DLJ Millennium Partners, L.P., DLJ Millennium Partners - A, L.P., DLJMB Funding II, Inc., UK Investment Plan 1997 Partners, DLJ EAB Partners, L.P., DLJ ESC II, L.P. and DLJ First ESC, L.P. pursuant to which each of the Debtor foregoing has committed, subject to the terms and conditions set forth therein, to purchase securities of MergerSub for an aggregate amount equal to $140,000,012, (b) a letter dated January 20, 1998 from DLJ Bridge Fund Inc. ("DLJ BRIDGE FUND") pursuant to which DLJ Bridge Fund has committed, subject to the terms and conditions set forth therein, to purchase Senior Subordinated Notes of a newly-formed Delaware corporation ("OPERATING CO.") in the amount of $205,000,000 and Senior PIK Notes of MergerSub in the amount of $95,000,000 and (c) a commitment letter dated January 20, 1998 from DLJ Capital Funding, Inc. ("DLJ SENIOR DEBT FUND") pursuant to which DLJ Senior Debt Fund has committed, subject to the terms and conditions set forth therein, to enter into one or more credit agreements providing for loans to Operating Co. of up to $430,000,000. As used in this Agreement, the aforementioned entities shall hereinafter be referred to as the "FINANCING ENTITIES." The aforementioned credit agreements and commitments to purchase debt and equity securities of MergerSub or Operating Co. shall be subject referred to any Insolvency Proceeding as the "FINANCING AGREEMENTS" and if First Lien Creditor consents the financing to be provided thereunder shall be referred to as the use of cash collateral (as such term is defined in Section 363(a) "FINANCING." The aggregate proceeds of the Bankruptcy Code; hereinFinancing are in an amount sufficient to pay the Merger Consideration, “Cash Collateral”)to repay the Company's and its Subsidiaries' indebtedness (excluding certain capital lease obligations) together with any interest, on which First Lien Creditor has a Lien premium or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 penalties payable in connection therewith, to provide a reasonable amount of working capital financing and to pay related fees and expenses (collectively, the "REQUIRED AMOUNTS"), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets . As of the Debtor date hereof, none of the commitment letters relating to the Financing Agreements referred to above has been withdrawn and MergerSub does not know of any facts or circumstances that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) reasonably be expected to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 result in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer conditions set forth in the commitment letters relating to provide, or support any DIP the Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, Agreements not being satisfied. MergerSub believes that the First Lien Creditor may withhold its consent Financing will not create any liability to the directors and stockholders of the Company under any federal or object to any DIP Financing proposed by Second Lien Creditor state fraudulent conveyance or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies transfer law. MergerSub further believes that, upon the DIP Financing Conditions. Ifconsummation of the transactions contemplated hereby, in connection with any Cash Collateral use or DIP including, without limitation, the Financing, any Liens on the Collateral held by the First Lien Claimholders Surviving Corporation (i) will not become insolvent, (ii) will not be left with unreasonably small capital, (iii) will not have incurred debts beyond its ability to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trusteepay such debts as they mature, and so long as (iv) the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral capital of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.Company will not become impaired. As

Financing. If Parent has delivered to the Debtor shall be Company a true and complete fully executed copy of the commitment letter, dated as of November 23, 2008, between Parent, Credit Suisse Securities (USA) LLC, Credit Suisse, Cayman Islands Branch, Wachovia Capital Markets, LLC and Wachovia Bank, National Association, including all exhibits, schedules and amendments to such letter in effect as of the date of this Agreement (the “Debt Commitment Letter”) (together with a true and complete copy of any “flex” provisions with respect to the financing contemplated by the Debt Commitment Letter), pursuant to which and subject to any Insolvency Proceeding the terms and if First Lien Creditor consents to the use of cash collateral (as such term is defined in Section 363(a) conditions thereof each of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable parties thereto (other than objections Parent) has agreed to lend the amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. The Debt Commitment Letter has not been amended, restated or otherwise modified prior to the failure date of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to grant adequate protection the date of this Agreement. As of the date of this Agreement, the Debt Commitment Letter in the form so delivered is in full force and effect and constitutes the legal, valid and binding obligation of Parent and, to the knowledge of Parent and Merger Sub, the other parties thereto. There are no conditions precedent (including pursuant to any “flex” provisions) related to the funding of the full amount of the Debt Financing, other than as expressly set forth in the Debt Commitment Letter. Assuming that Second Lien Creditor the Debt Financing is permitted funded, Parent and Merger Sub shall have sufficient cash available as and when needed, subject to seek under Section 6.5 the terms hereof, to pay for the shares tendered pursuant to the Offer and the aggregate Merger Consideration, the aggregate Option Amount, the aggregate Stock Unit/Restricted Stock Amount, the aggregate Company Performance Unit Amount as well as make any and all other payments required in connection therewith)with the transactions contemplated by this Agreement. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent under the Debt Commitment Letter or, the knowledge of Parent or Merger Sub, any other party to the Debt Commitment Letter and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets as of the Debtor date of this Agreement, neither Parent nor Merger Sub has any reason to believe that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholdersconditions to the Debt Financing to be satisfied by Parent or Merger Sub will not be satisfied or, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu assuming the Company’s compliance with this Agreement and the Liens securing satisfaction of the First Lien Priority Debt; provided, howeverOffer Conditions, that the First Lien Creditor may withhold its consent Debt Financing will not be available to Parent on or object prior to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which such time as Merger Sub is proposed if First Lien Creditor has required to accept for payment and pay for shares of Company Common Stock validly tendered and not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed withdrawn pursuant to the United States Trustee, and so long as the amount of such surcharge, claim, carve out Offer. Parent has fully paid all commitment fees or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also other fees required to be subordinated to such interest or claim and shall remain subordinated paid prior to the Liens on date of this Agreement pursuant to the Collateral of the First Lien Claimholders consistent with this AgreementDebt Commitment Letter.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use Company true and complete fully executed copies of cash collateral (a) the commitment letter, dated as such term is defined in Section 363(a) of the Bankruptcy Code; hereindate hereof, among Parent, Xxxxxxx Sachs Bank USA and Xxxxxx Xxxxxxx Senior Funding, Inc. (the “Cash CollateralCommitment Letter”) and (b) the fee letter, among Parent, Xxxxxxx Sachs Bank USA and Xxxxxx Xxxxxxx Senior Funding, Inc., dated as of the date hereof (in each case, as redacted to remove only fee amounts, pricing caps, rates and amounts included in the “market flex,” certain other economic provisions and certain other confidential terms (none of which could affect the conditionality, principal amount, enforceability, termination or availability of the Financing)), in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “Debt Letters”), on pursuant to which First Lien Creditor has a Lien or consents and subject to the Debtor obtaining financing provided under Section 364 terms and conditions thereof, each of the Bankruptcy Code or any similar parties thereto (other than Parent) has severally committed to lend the amounts set forth therein to Parent (the provision of any other Bankruptcy Law (such financingfunds as set forth therein, a the “DIP Financing”) for the purposes set forth in such Debt Letters. The Debt Letters have not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement (other than as permitted pursuant to Section 5.04(d), including amendments to add lenders, arrangers, agents, bookrunners, managers and other financing sources), and if such Cash Collateral use the respective commitments contained in the Debt Letters have not been withdrawn, rescinded, amended, restated or DIP Financingotherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, as applicablethe Debt Letters are in full force and effect and constitute the legal, meets valid and binding obligation of each of Parent and, to the applicable DIP Parent’s knowledge, the other parties thereto, subject in each case to the Bankruptcy and Equity Exceptions. There are no conditions precedent or contingencies directly or indirectly related to the funding of the Financing Conditionspursuant to the Debt Letters, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections as expressly set forth in the Debt Letters. Assuming the Financing is funded in accordance with the terms of the Debt Letters, Parent and Merger Sub will have at the Closing the funds required to pay all of Parent’s obligations under this Agreement, including the failure payment of the Merger Consideration and all fees and expenses expected to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 be incurred in connection therewith). As of the date of this Agreement, andno event has occurred which, if DIP Financing is involvedwith or without notice, Second Lien Creditor will subordinate its Liens in lapse of time or both, would constitute a breach or default on the Collateral (and in part of Parent or, to Parent’s Knowledge, any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) party to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of Debt Letters under the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees Debt Letters that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(swould (a) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 result in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholdersconditions in the Debt Letters not being satisfied or (b) otherwise result in the Financing not being available, other than such default or breach that has been waived by the Lenders or otherwise cured in a timely manner by Parent or Merger Sub to the satisfaction of the Lenders, as the case may be. As of the date of this Agreement, there are no side letters or other agreements, Contracts, arrangements or understandings (written or oral) directly or indirectlyindirectly related to the funding of the Financing that could affect the conditionality, provide, offer principal amount or availability of the Financing other than as expressly set forth in the Debt Letters. Parent will pay on the Business Day immediately following the execution of this Agreement all commitment fees or other fees required by the terms of the Debt Letters to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, be paid in connection with the execution of this Agreement in connection with the Financing. Assuming the accuracy of the Company’s representations and warranties contained herein, as of the date of this Agreement, Parent has no reason to believe that any Cash Collateral use of the conditions to the Financing contemplated by the Debt Letters will not be satisfied on a timely basis or DIP Financing, any Liens that the Financing contemplated by the Debt Letters will not be made available on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementClosing Date.

Financing. If Parent has delivered to the Debtor shall Company true and complete copies of (i) an executed commitment letter dated as of the date hereof (as the same may be amended pursuant to Section 5.15, the “Commitment Letter” and, together with the Fee Letter (as defined below), “Debt Financing Commitments”) pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (such amounts, the “Debt Financing”) and (ii) the fee letters referred to in such commitment letter (with only fee amounts, dates, pricing caps, other economic terms and market flex provisions redacted, none of which would adversely affect the amount or availability of the Debt Financing other than through original issue discount (as may be amended pursuant to Section 5.15, the “Fee Letter”). As of the date of this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated as of the date of this Agreement. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of Parent, to the Knowledge of Parent, the other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). There are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Financing Commitments. As of the date of this Agreement, no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Debt Financing Commitments by Parent, Merger Sub or Merger Sub I or, to the Knowledge of Parent, any other party to the Debt Financing Commitments. As of the date of this Agreement, assuming the satisfaction of the conditions contained in Section 6.1 and Section 6.2, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees or other fees required by the terms of the Debt Financing Commitments to be paid on or before the date of this Agreement. Assuming the accuracy of the Company’s representations and warranties contained in Article III in all material respects and subject to the satisfaction of the conditions contained in Section 6.1 and Section 6.2, and assuming that the Debt Financing Commitments are funded in accordance with the terms thereof, Parent will have at Closing funds sufficient for the payment of (a) the aggregate cash portion of the Merger Consideration, (b) any and all fees and expenses required to be paid by Parent, Merger Sub and Merger Sub I in connection with the transactions contemplated by this Agreement, including pursuant to the Debt Commitments, (c) any other cash amounts required to be paid by Parent, Merger Sub or Merger Sub I pursuant to Article II hereof and (d) subject to the consummation of the Repurchase on the Closing Date (or, if not so consummated, then provided that any such funds may be subject to delayed draw conditions), the funding of any Insolvency Proceeding and if First Lien Creditor consents to the use required refinancings or repayments of cash collateral (as such term is defined in Section 363(a) any existing Indebtedness of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, Company in connection with the Mergers. In no event shall the receipt or availability of any Cash Collateral use funds or DIP Financingfinancing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable including under the circumstancesDebt Financing Commitments, then the Liens on the Collateral by Parent, Merger Sub or Merger Sub I, or any Affiliate thereof be a condition to any of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest Parent’s, Merger Sub’s or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementMerger Sub I’s obligations hereunder.

Financing. If Parent has delivered to the Debtor shall be Company true, correct and complete copies, as of the date of this Agreement, of (i) an executed Investment Agreement to provide, subject to any Insolvency Proceeding the terms and if First Lien Creditor consents conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Equity Financing”), and if (ii) an executed Debt Commitment Letter to provide, subject to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the “Debt Financing”, and together with the Equity Financing collectively referred to as the “Financing”). As of the date of this Agreement, neither the Investment Agreement nor Debt Commitment Letter has been amended or modified and the respective commitments contained in such Cash Collateral use letters have not been withdrawn or DIP Financingrescinded in any respect. As of the date of this Agreement, each of the Investment Agreement and the Debt Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and Holdco, respectively, and to the knowledge of Parent, the other parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. Parent has fully paid, or is paying, substantially contemporaneously with the execution and delivery of this Agreement, any and all commitment fees or other fees in connection with the Investment Agreement and the Debt Commitment Letter that are payable on or prior to the date of this Agreement. The net proceeds contemplated by the Financing Letters will, together with cash and cash equivalents available to Parent in the aggregate be sufficient to consummate the Transactions upon the terms contemplated by this Agreement and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, Parent has no reason to believe that it or Holdco, as applicable, meets will be unable to satisfy any term or condition of closing to be satisfied by it contained in the applicable DIP Financing ConditionsLetters. As of the date of this Agreement, then Second Lien Creditor unconditionally agrees no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Holdco under any term or condition of the Financing Letters or that it will consent would, individually or in the aggregate, permit the financial institutions party thereto to such Cash Collateral use terminate, or raise to not make the initial funding of the facilities to be established thereunder upon satisfaction of all conditions thereto; provided that none of Parent, Holdco, or Merger Sub are making any representations in this Section 4.14 regarding the effect of the inaccuracy of any of the representations and warranties in Article III. Except as set forth in the Financing Letters, there are no objection (i) conditions precedent to such DIP the respective obligation of the investors to fund the full amount of the Equity Financing; (ii) conditions precedent to the respective obligations of the lenders specified in the Debt Commitment Letter to fund the full amount of the Debt Financing; or (iii) contractual contingencies under any agreements, as applicable side letters or arrangements relating to the Financing to which either Parent, Holdco, Merger Sub or any of their respective Affiliates is a party that would permit the lenders specified in the Debt Commitment Letter or the investors providing the Investment Agreement to reduce the total amount of the Financing (other than objections to retranching or reallocating the failure to grant adequate protection Debt Financing in a manner that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewithdoes not reduce the aggregate amount of the Debt Financing), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in or that would materially and adversely affect the Collateral (and in any other assets availability of the Debtor that may serve as collateral (including avoidance actions, Debt Financing or the proceeds thereof) for such DIP Equity Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If (a) After the Debtor shall be subject date hereof the Parent may add to any Insolvency Proceeding or replace the Existing Debt Financing Commitments with additional or replacement debt commitments (the “New Debt Financing Commitments,” and if First Lien Creditor consents to together with Existing Debt Financing Commitments, the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash CollateralDebt Financing Commitments”), on pursuant to which First Lien Creditor has a Lien such lenders party thereto have committed, subject to terms thereof, to provide or consents cause to be provided the amounts set forth therein (the “New Debt Financing,” and together with the Existing Debt Financing, the “Debt Financing”) or equity financing commitments (the “New Equity Financing Commitments,” and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which such parties have committed, subject to the Debtor obtaining financing provided under Section 364 of terms thereof, to invest the Bankruptcy Code or any similar provision of any other Bankruptcy Law cash amounts set forth therein (such financingthe “Equity Financing,” and together with the Debt Financing, a the “DIP Financing”). Parent shall as promptly as practicable deliver to the Company true and complete copies of any commitment letters executed after the date hereof. Notwithstanding the foregoing, and neither Parent nor Purchaser shall agree to or permit any replacement of, or amendment, supplement or other modification to be made to, or any waiver of any material provision or remedy under, the Financing Commitments if such Cash Collateral use replacement, amendment, supplement, modification, waiver or DIP Financingremedy, as applicablewould result in the amount available thereunder, meets together with Parent’s available cash, cash equivalents, fully committed and available lines of credit and definitive financing commitments, being less than the applicable DIP aggregate amount that is required to consummate the transactions contemplated hereby, adversely amends or expands the conditions to drawdown the Financing Conditionsin any respect that would make such conditions materially less likely to be satisfied, then Second Lien Creditor unconditionally agrees that it will consent would reasonably be expected to such Cash Collateral use delay the Purchase Time or raise no objection to such DIP Financingthe Effective Time, as applicable (other than objections or is materially adverse to the interests of the Company and its Subsidiaries taken as a whole prior to the Effective Time. Parent and Purchaser shall keep the Company reasonably apprised of material developments relating to the Financing. For the avoidance of doubt, failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in obtain all or any other assets portion of the Debtor that may serve as collateral (including avoidance actions, Financing shall not in and of itself relieve or alter the proceeds thereof) for such DIP Financing) obligations of Parent and Purchaser to consummate the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens transactions contemplated hereby on the Collateral held terms contemplated by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents (a) On or prior to the use date of cash collateral (as such term is defined in Section 363(a) this Agreement, Parent has delivered to the Company a true, complete and correct copy of the Bankruptcy Code; hereinfully executed debt commitment letter, together with any related fee letters (with only the fee amount, economic flex and certain other economic terms redacted in a customary manner (none of which could reasonably be expected to adversely affect conditionality, enforceability or termination provisions of the Commitment Letters or reduce the aggregate principal amount of the Financing)), dated as of the date of this Agreement, by and among X.X. Xxxxxx Chase Bank, N.A., Royal Bank of Canada, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Parent and STG providing for debt financing as described therein (together, including all exhibits, schedules and annexes, the “Cash CollateralBank Commitment Letter”) and a true, complete and correct copy of the fully executed bridge commitment letter, together with any related fee letters (with only the fee amount, economic flex and certain other economic terms redacted in a customary manner (none of which could reasonably be expected to adversely affect conditionality, enforceability or termination provisions of the Commitment Letters or reduce the aggregate principal amount of the Financing)), dated as of the date of this Agreement, by and among X.X. Xxxxxx Xxxxx Bank, N.A., Royal Bank of Canada, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc. , Parent and STG providing for debt financing as described therein (together, including all exhibits, schedules and annexes, the “Bridge Commitment Letter,” and, together with the Bank Commitment Letter, the “Commitment Letters”), on which First Lien Creditor has a Lien or consents pursuant to which, upon the terms and subject to the Debtor obtaining financing provided under Section 364 conditions set forth therein, each of X.X. Xxxxxx Chase Bank, N.A., Royal Bank of Canada and Deutsche Bank AG New York Branch has agreed, severally but not jointly, to lend the amounts set forth therein, for the purpose of, among other things, paying the aggregate Cash Consideration. As of the Bankruptcy Code or any similar provision date of any this Agreement, the Commitment Letters are in full force and effect and constitute the valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent, the other Bankruptcy Law parties thereto, enforceable in accordance with their terms, in each case, subject to the Enforceability Exceptions. There are no conditions precedent related to the funding of the full amount of the Financing, other than the conditions precedent set forth in the Commitment Letters (such financingconditions precedent, a the “DIP FinancingFinancing Conditions”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If (a) At the Debtor shall Closing, Parent will have, or will have available to it, the funds necessary to consummate the Merger and the other transactions contemplated by this Agreement, including to pay (i) the Merger Consideration in full in accordance with the terms of this Agreement, (ii) all unpaid transaction fees to be subject paid in connection with the consummation of the Merger and any amounts required to any Insolvency Proceeding and if First Lien Creditor consents be paid by Parent pursuant to the use terms of cash collateral this Agreement, (as such term is defined in Section 363(aiii) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents all obligations pursuant to the Debtor obtaining financing provided under Section 364 Company’s Fifth Amended and Restated Credit Agreement dated as of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financingMay 1, a “DIP Financing”), and if such Cash Collateral use or DIP Financing2017, as applicableamended, meets with the applicable DIP Financing Conditionslenders that are parties thereto and JPMorgan Chase Bank, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP FinancingN.A., as applicable administrative agent and Canadian administrative agent (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof“Company Credit Agreement”) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) amounts to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, be paid in connection with any Cash Collateral use other Debt Payoff or DIP Financingany Debt Offer, and (iv) any Liens on fees and expenses associated with the Collateral held by foregoing (collectively, the First Lien Claimholders “Required Payments”). Prior to secure the First Lien execution of this Agreement, Parent has delivered to the Company an accurate and complete copy of the executed debt commitment letter, dated June 8, 0000, xxxxxxx Xxxxxx, Xxxxxxxxxxx Aktiengesellschaft and UniCredit Bank AG, including all exhibits, schedules or amendments (if any) thereto (including any replacement of such debt commitment letter in connection with any Alternative Financing or otherwise, as replaced, amended, supplemented, modified or waived, including all exhibits, schedules and annexes to such letters, the “Debt are Commitment Letter”) pursuant to which the Financing Sources named therein have committed, upon the terms and subject to a surcharge or are subordinated the conditions set forth therein, to an administrative priority claim, a professional fee provide financing in the amounts set forth therein (the “carve-out,” or fees owed to Debt Financing”) for the United States Trustee, and so long as purpose of funding the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementRequired Payments.

Financing. If (a) Parent has delivered to the Debtor shall Company true, complete and correct copies of the executed debt commitment letter, dated as of the Execution Date, between Parent, Merger Sub and Barclays Bank PLC and Royal Bank of Canada and the executed fee letter associated therewith (provided that provisions in the fee letter related to fees, pricing and “flex” provisions as well as other thresholds, caps or other items but only to the extent not affecting conditionality, may be redacted (such commitment letter, together with all exhibits, schedules, annexes, supplements and amendments thereto (including as modified to add additional lenders or other parties thereto) and the fee letter, collectively, the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, Barclays Bank PLC and Royal Bank of Canada have agreed to lend the amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. As of the Execution Date, the Debt Financing Commitment has not been amended, restated or otherwise modified or waived and, as of the Execution Date, the respective commitments contained in the Debt Financing Commitment have not been withdrawn, terminated or rescinded in any respect. As of the Execution Date, there are, and are contemplated to be, no other agreements, side letters or arrangements relating to the Debt Financing Commitment to which Parent or Merger Sub are a party (other than (a) as expressly set forth in the Debt Financing Commitment furnished to the Company pursuant to this Section 5.7(a) or (b) which does not impact the conditionality or aggregate amount of the Debt Financing). As of the Execution Date, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligations of each of Parent and Merger Sub and, to Parent’s knowledge, the other parties thereto. There are no conditions or other contingencies related to Lender’s obligation to fund the full amount of the Debt Financing, other than as expressly set forth in the Debt Financing Commitment. As of the Execution Date, assuming performance by the Company, the Principal Stockholders and the Stockholders’ Representatives of their obligations that are required to be performed prior to the Closing and the accuracy of the representations and warranties set forth in Article 4, and Article 5, (a) the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Financing Commitment, together with Parent and Merger Sub’s available cash on hand, cash equivalents and marketable securities, will be sufficient on the Closing Date for Parent and Merger Sub to pay the Closing Cash Consideration and fund the Escrow Fund, and all related fees and expenses and any other payment contemplated in this Agreement and (b) each of Parent and Merger Sub does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Parent and Merger Sub on the Closing Date. As of the Execution Date, no event has occurred that 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 Debt Financing Commitment; provided that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties set forth in Article 4, and Article 5 or compliance by the Company or the Stockholders (and their respective Affiliates) with their respective obligations hereunder. Parent has paid all commitment fees or other fees required to be paid on or prior to the Execution Date pursuant to the Debt Financing Commitment. The obligations of Parent and Merger Sub hereunder are not subject to any Insolvency Proceeding conditions regarding the ability of Parent and if First Lien Creditor consents Merger Sub to obtain financing for the use of cash collateral (as such term is defined in Section 363(a) consummation of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor transactions contemplated hereby. Parent acknowledges that obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, is not a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent condition to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementClosing.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use of cash collateral Company (as such term is defined in Section 363(ai) true, correct and complete copies of the Bankruptcy Code; hereinexecuted bridge facility commitment letter (the “Bridge Commitment Letter”) and unsecured term loan facility commitment letter, each dated as of February 5, 2015 between Parent and Xxxxxx Xxxxxxx Senior Funding, Inc. (together with all exhibits, annexes, schedules and attachments thereto, the “Cash CollateralFinancing Letters”), on pursuant to which First Lien Creditor has a Lien or consents the counterparties thereto have committed, subject to the Debtor obtaining financing provided under Section 364 terms and conditions thereof, to lend to Parent, the amounts set forth therein (the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the Bankruptcy Code or any similar provision executed fee letters each, dated as of any other Bankruptcy Law February 5, 2015 between Parent and Xxxxxx Xxxxxxx Senior Funding, Inc. (such financing, a the “DIP FinancingFee Letters”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections ) related to the failure Financing. As of the date hereof, neither the Financing Letters nor the Fee Letters have been amended or modified prior to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), the date hereof and, if DIP Financing is involvedto the knowledge of Parent, Second Lien Creditor will subordinate its Liens the commitments contained in the Collateral (and Financing Letters have not been withdrawn, terminated or rescinded in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financingrespect. If the proposed DIP conditions set forth in Section 8.2 have been satisfied or waived, at the Closing, the aggregate proceeds to be disbursed pursuant to the Financing, together with available cash, cash equivalents and marketable securities of Parent and Merger Sub, in the aggregate, will be sufficient to make the payment to the Exchange Agent of the aggregate Per Share Consideration, all other amounts required to be paid pursuant to Article IV and the other transactions contemplated by this Agreement. Except for the Fee Letters, as of the date hereof, there are (i) no side letters or other agreements or contracts related to the funding of the Financing meets other than as expressly set forth in the applicable DIP Financing ConditionsLetters or (ii) no arrangements related to the Financing that could adversely affect the availability of the Financing. Parent has fully paid any and all commitment fees or other fees required by such Financing Letters to be paid on or prior to the date hereof. As of the date hereof, Second Lien Creditor agrees the Financing Letters are in full force and effect and are the valid, binding and enforceable obligations of Parent and, to the knowledge of Parent, the other parties to the Financing Letters, in each case subject to the Bankruptcy and Equity Exception. There are no conditions precedent or other contingencies relating to the funding of the full amount of the Financing or any provisions that it shall notcould reduce the aggregate amount of the Financing other than as set forth in the Financing Letters and the Fee Letters. Assuming the accuracy of the representations and warranties of the Company contained in Section 5.5(e) (Company Reports; Financial Statements; Undisclosed Liabilities), (i) no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Parent, or to the knowledge of Parent, any other party, under the Financing Letters and nor shall the Fee Letters and (ii) Parent reasonably believes that the conditions to the Financing contemplated in the Financing Letters and the Fee Letters to be satisfied by Parent or Merger Sub will be satisfied, at or prior to the time contemplated hereunder for the Closing; provided that no representation or warranty is being made as to whether any of the Second Lien Claimholders, directly Company’s representations or indirectly, provide, offer to provide, warranties are true or support any DIP Financing secured by a Lien senior to correct or pari passu whether the Company has complied with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, covenants contained in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If (a) Parent has provided the Debtor shall be subject to any Insolvency Proceeding Company with a true and if First Lien Creditor consents to the use of cash collateral complete (except as such term is defined in Section 363(aotherwise described below) copy of the Bankruptcy Code; herein, fully executed commitment letter (the “Cash CollateralFinancing Letter”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 dated as of the Bankruptcy Code or date hereof, by and among the parties named therein (collectively, and together with any similar provision exhibits, schedules, annexes and amendments thereto in effect as of any other Bankruptcy Law (such financingthe date hereof, a the “DIP FinancingFinancing Commitments,” and the lenders party thereto, the “Financing Sources”), pursuant to which the Financing Sources have agreed, subject to and if such Cash Collateral use on the terms and conditions set forth therein, to lend or DIP otherwise provide the principal amount of indebtedness set forth therein (the “Financing”) to the parties specified therein to, together with the cash on hand at Parent, (i) finance the payment of the aggregate Merger Consideration, (ii) refinance (the “Proposed Refinancing”) the indebtedness of the Company and its Subsidiaries listed on Schedule 4.04 (the “Scheduled Indebtedness”) and (iii) finance the payment of fees, expenses, accrued interest and premiums, as applicable, meets related to the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP provision of the Financing, including the Proposed Refinancing. Other than as applicable expressly set forth in the Financing Commitments, there are no side letters or other agreements, Contracts, understandings or arrangements relating to (other than objections or that could affect the availability of) the Financing to which Parent or Merger Sub or any of their Affiliates is a party (except for customary non-disclosure agreements, fee letters and engagement letters, true and complete copies of which fee letters have been provided to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith)Company, andwith fees, if DIP Financing is involvedeconomic terms and other customary provisions redacted, Second Lien Creditor will subordinate its Liens in none of which would adversely affect the Collateral (and in any other assets aggregate amount, conditionality or availability of the Debtor that may serve as collateral (including avoidance actions, Financing or the proceeds thereof) for such DIP Financing) contain any conditions precedent to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement).

Financing. If (a) Parent has delivered to the Debtor shall be Company true, complete and correct copies of (i) the executed commitment letter, dated on or prior to the date hereof, between Merger Sub and the Debt Financing Sources party thereto (including all exhibits, schedules, and annexes thereto, and the executed fee letter associated therewith and referenced therein (except that the fee letter is subject to any Insolvency Proceeding and if First Lien Creditor consents to redactions of commercially sensitive information), as may be amended, supplemented or modified in accordance with the use of cash collateral (as such term is defined in Section 363(a) of terms hereof, collectively, the Bankruptcy Code; herein, “Cash CollateralDebt Financing Commitments”), on pursuant to which First Lien Creditor has a Lien or consents the Debt Financing Sources party thereto have committed, subject to the Debtor obtaining financing provided under Section 364 terms and conditions set forth therein, to lend the amounts set forth therein (the “Debt Financing”) for the purposes of funding the transactions contemplated by this Agreement, and related fees, costs and expenses, (ii) the executed commitment letters, dated as of the Bankruptcy Code date hereof, between Parent and each of Biomedical Treasure Limited, Biomedical Future Limited and CC China (2019B) L.P., respectively (including all exhibits, schedules and annexes thereto (if any), as may be amended, supplemented or any similar provision otherwise modified from time to time in accordance with the terms hereof, collectively, the “Equity Commitment Letters”), pursuant to which such Guarantor has committed, subject to the terms and conditions set forth therein, to invest each amount set forth therein (collectively, the “Cash Financing”) and (iii) the Support Agreement (together with the Equity Commitment Letters, collectively, the “Equity Financing Commitments” and together with the Debt Financing Commitments, collectively, the “Financing Commitments”), pursuant to which, subject to the terms and conditions therein, the Rollover Securityholders have committed to contribute to Parent, immediately prior to the Effective Time, the number of any Rollover Securities set forth therein and to consummate the Merger and other Bankruptcy Law transactions contemplated by this Agreement (such financingtogether with the Cash Financing, a collectively, the “DIP Equity Financing” and together with the Debt Financing, collectively, the “Financing”). Each Equity Financing Commitment provides that the Company is a third party beneficiary thereof and entitled to enforce such Equity Financing Commitment in accordance with the terms and conditions set forth therein. As of the date hereof, the Financing Commitments are in full force and effect with respect to, and if such Cash Collateral use or DIP Financingare the legal, valid, binding and enforceable obligations of, Parent, Merger Sub (as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection to the knowledge of Second Lien Creditor is withdrawnParent, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets each of the Debtor that may serve as collateral (including avoidance actionsother parties thereto, or the proceeds thereof) for such DIP Financing) in each case, subject to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, Bankruptcy and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementEquity Exception.

Financing. If At the Debtor shall Closing, assuming the funding of the Debt Financing in accordance with the Debt Commitment Letter and after giving effect to any “flex” provision in the Debt Commitment Letter or the related fee letters (including with respect to fees and original issue discount), Parent will have immediately available funds in an amount as is necessary to consummate the Transactions, including the payment by Parent, Merger Sub and the Surviving Corporation of the aggregate amount of the Merger Consideration, other amounts payable pursuant to Article II (including all amounts payable in respect of Company Stock Options, Company Restricted Shares and Company RSUs under this Agreement), any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation and any other amounts, including Indebtedness of the Company and its Subsidiaries, required to be paid in connection with, or as a result of, the consummation of the Transactions (the “Required Amount”). As of the date hereof, Xxxxxx has delivered to the Company (a) a correct and complete fully executed copy of the debt commitment letter, dated as of even date herewith, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (as may be amended or modified in accordance with the terms hereof, the “Debt Commitment Letter”) and (b) a copy of any fee letters related to the Debt Commitment Letter (the “Fee Letters” and, together with the Debt Commitment Letter, the “Financing Letters”) (which may be redacted to remove the fee amounts, economic terms and the terms of any “flex” provisions that are customarily redacted in transactions of this type, none of which redactions covers terms that reduce the amount of the Debt Financing below the Required Amount or adversely affect the conditionality, enforceability, termination or availability of the Debt Financing). Pursuant to, and subject to any Insolvency Proceeding the terms and if First Lien Creditor consents conditions of, the Debt Commitment Letter, the lender thereunder has committed to lend the use of cash collateral amounts set forth therein for the purposes set forth in such Debt Commitment Letter (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Debt Financing”). As of the date hereof, neither the Debt Commitment Letter nor any Fee Letter has been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, no amendment, restatement or other modification is contemplated and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement (in each case, other than to add lenders, financial institutions, lead arrangers, bookrunners, syndication agents or other similar entities in a manner contemplated by the Debt Commitment Letter). As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of Parent and, to the Knowledge of Parent, each of the other parties thereto, enforceable in accordance with its terms against Parent and, to the Knowledge of Parent, each of the other parties thereto, subject to the Bankruptcy and Equity Exception. There are no conditions precedent to the obligation to make the Debt Financing available to Parent pursuant to the Debt Commitment Letter, other than as expressly set forth in the Debt Commitment Letter. Assuming the satisfaction of the conditions set forth in Section 6.01 and 6.02, the net proceeds of the Debt Financing will, in the aggregate and together with any cash or other funds available to Parent and Merger Sub, be sufficient (after netting out any fees, original issue discount, expenses and similar premiums and charges payable pursuant to the Financing Letters, including after giving effect to the maximum amount of any “flex” provisions) for the payment of the Required Amount. As of the date of this Agreement, (i) no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach or result in a failure to satisfy a condition precedent, in each case, on the part of Parent or, to the Knowledge of Parent, any other parties thereto under any term or condition of the Debt Commitment Letter, and if such Cash Collateral use (ii) assuming the satisfaction or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets waiver of the Debtor conditions set forth in Section 6.01 and Section 6.02 and taking into account the Marketing Period, Parent does not have any reason to believe that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly conditions to the Debt Financing will not be satisfied or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Debt Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor other funds necessary to pay the Required Amount will not be available to Parent on the Closing Date. Parent has not proposed fully paid (or consented caused to DIP Financing which satisfies be paid) all commitment fees or other fees to the DIP Financing Conditions. If, extent required to be paid on or prior to the date of this Agreement in connection with any Cash Collateral use or DIP the Debt Financing, any Liens on . Except for the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed Fee Letters and customary engagement letters with respect to the United States Trustee, and so long as Debt Financing (none of which reduces the amount of such surchargethe Debt Financing below the Required Amount or adversely affects the conditionality, claimenforceability, carve out termination or fee is reasonable under the circumstances, then the Liens on the Collateral availability of the Second Lien Claimholders securing Debt Financing), as of the Second Lien Debt shall also be subordinated to such interest date hereof, there are no side letters or claim and shall remain subordinated other agreements, contracts or arrangements of any kind relating to the Liens on Debt Commitment Letter to which Parent or any of its Affiliates is a party, other than as expressly set forth in the Collateral of the First Lien Claimholders consistent with this AgreementFinancing Letters.

Financing. If As of the Debtor date hereof, Xxxxxx has delivered to Company a true and complete fully executed copy of the Debt Commitment Papers (together with all exhibits, schedules and annexes thereto). The aggregate proceeds contemplated by the Financing pursuant to the Debt Commitment Papers will be, if funded in accordance with the terms and conditions of the Debt Commitment Papers (both before and after giving effect to any “market flex” provisions contained in the Fee Letter), sufficient, when taken together with available cash, lines of credit or other sources of immediately available funds, for Parent to consummate the Transactions, including the payment of the Cash Consideration and any fees and expenses of or payable by Parent under this Agreement and the Debt Commitment Papers that are due and payable on the Closing Date (collectively, the “Required Amount”). As of the date hereof, the Debt Commitment Papers have been accepted by Parent, are in full force and effect and constitute the legal, valid and binding obligation of Parent and, to Parent’s knowledge, each other party thereto, enforceable against each party thereto in accordance with its terms, except insofar as such enforceability may be limited by the Creditors’ Rights. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement pursuant to the Debt Commitment Papers or otherwise in connection with the Financing. As of the date hereof, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, could constitute or could reasonably be expected to constitute a breach or default on the part of Parent or, to Parent’s knowledge, any other party thereto under the Debt Commitment Papers. There are no conditions precedent related to the funding of the full amount of the Financing on the terms set forth in the Debt Commitment Papers other than as expressly set forth in the Debt Commitment Papers. No counterparty to the Debt Commitment Papers has any right to impose, and Parent does not have an obligation to accept, any condition precedent to such funding other than as expressly set forth in the Debt Commitment Papers, or any reduction to the aggregate amount available under the Debt Commitment Papers at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Debt Commitment Papers at Closing) to an amount that would be insufficient for Parent to consummate the Transactions, including payment of the Required Amount. Assuming (a) the accuracy of Company’s representations and warranties in Article IV of this Agreement and (b) the performance by Company of its obligations in Article VI of this Agreement, as of the date hereof, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the full amount of the Financing needed to pay the Required Amount will not be available to Parent on or prior to the Closing Date. As of the date hereof, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a failure to satisfy a condition precedent on the part of Parent under the terms and conditions of the Debt Commitment Papers. None of the Debt Commitment Papers have been modified or amended as of the date hereof (provided that the existence or exercise of “market flex” provisions contained in the Fee Letter shall be subject deemed not to constitute a modification or amendment of the Debt Commitment Papers) and, as of the date hereof, none of the commitments under the Debt Commitment Papers have been withdrawn or rescinded in any Insolvency Proceeding and if First Lien Creditor consents respect. As of the date hereof, there are no other agreements, side letters or arrangements to which Parent or any of its Affiliates is a party relating to the use of cash collateral (as such term is defined in Section 363(a) Financing that could adversely affect the availability of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents Financing that have not been disclosed to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), Company. Parent acknowledges and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections is not a condition to the failure Closing or to grant adequate protection any of its obligations under this Agreement that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral Parent obtains financing (including avoidance actionsthe Financing or any alternative financing) for, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financingrelated to, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured transactions contemplated by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If Notwithstanding any other provisions of this Agreement to the Debtor contrary, the Subordinated Lxxxxx confirms and agrees that (i) it has no right to compel or forestall action by the Senior Agent or any of the Senior Secured Parties in respect of any of the Collateral (the Senior Agent and Senior Secured Parties being free to exercise or not exercise all or any of their rights and remedies in their sole discretion); (ii) the Senior Agent and Senior Secured Parties have full authority to deal with the Collateral; (iii) it will not act in the manner so as to adversely affect the Collateral or make it burdensome for the Senior Agent or Senior Secured Parties to realize upon the Collateral; (iv) if any Loan Party shall be subject to any an Insolvency Proceeding and if First Lien Creditor consents the Senior Agent or the Senior Secured Parties desire to the permit use of cash collateral (as such term is defined in by, or provide financing to or consent to financing to, the Loan Parties under either Section 363(a) 363 or 364 of the Bankruptcy Code; hereinCode or under any other Debtor Relief Law, “Cash Collateral”), on which First Lien Creditor has the Subordinated Lender agrees that (x) adequate notice to it shall have been provided for such financing if it receives notice one (1) Business Day (subject to availability of a Lien or consents court to shorten the period of notice) prior to the Debtor obtaining entry of an order approving such financing; (y) no objection will be raised by it to such financing provided on any grounds; and (z) the Subordinated Lender shall consent to the Liens on Collateral securing such debtor in possession financing and all obligations relating thereto, and (v) if any Loan Party shall be subject to an Insolvency Proceeding, the Subordinated Lender may not provide financing to the Loan Parties under either Section 363 or 364 of the Bankruptcy Code or any similar provision other Debtor Relief Law. The Subordinated Lxxxxx agrees not to assert any right it may have to “adequate protection” of the Subordinated Lxxxxx’s interest in any Collateral in any Insolvency Proceeding under any or all of §361, §362, §363 or §364 of the Bankruptcy Code or any other Bankruptcy Debtor Relief Law (such financing, a “DIP Financing”)or otherwise, and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent not seek to such Cash Collateral use have the automatic stay or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets stay lifted with respect to any Collateral without the prior written consent of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementSenior Agent.

Financing. If Parent will have on the Debtor Closing Date sufficient funds available (through credit arrangements or otherwise) to pay the aggregate Merger Consideration and all related fees and expenses required to be paid by Parent and the Surviving Corporation. Parent has delivered to the Company true and complete copies of (i) an executed commitment letter, from Parent’s Financing Sources (such commitment letter or any replacement commitment letter as contemplated by Section 5.07(a), the “Commitment Letter”) pursuant to which Parent’s Financing Sources have agreed, subject to the terms and conditions therein, to provide the debt financing for the Merger and the other transactions contemplated by this Agreement (the debt financing pursuant to the Commitment Letter or otherwise shall be subject referred to any Insolvency Proceeding and if First Lien Creditor consents to herein as the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if (ii) any fee letter associated with the Commitment Letter (the “Fee Letter”) (it being understood that any such Cash Collateral use or DIP Financingfee letter has been redacted as required by the counterparties thereto and to omit fee amounts and the terms of the “market flex” items in a customary manner). As of the date of this Agreement, as applicablethe Commitment Letter is in full force and effect and is the legal, meets the applicable DIP Financing Conditionsvalid, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith)binding and enforceable obligation of Parent, and, if DIP Financing to the knowledge of Parent, each of the other parties thereto, subject to the effect of any applicable bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity. The Commitment Letter has not been amended or modified on or prior to the date of this Agreement and as of the date of this Agreement, no such amendment or modification is involved, Second Lien Creditor will subordinate its Liens contemplated by Parent (except as described in the Collateral (Fee Letter), and as of the date of this Agreement, the respective commitments contained in the Commitment Letter have not been withdrawn, terminated or rescinded in any other assets respect. As of the Debtor that may serve as collateral (including avoidance actionsdate of this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the proceeds thereof) for such DIP Financing) part of Parent or, to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financingknowledge of Parent, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholdersother parties thereto, under the Commitment Letter. As of the date of this Agreement, Parent has no reason to believe that any of the conditions to the Financing contemplated in the Commitment Letter will not be satisfied or that the Financing will not be made available to Parent on the Closing Date. As of the date of this Agreement, there are no side letters or other contracts directly related to the Financing to which Parent or indirectlyany of its Subsidiaries is a party other than the Commitment Letter and the Fee Letter and any related customary engagement letters and confidentiality agreements. As of the date of this Agreement, provide, offer to provideParent has fully paid, or support any DIP Financing secured by a Lien senior caused to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financingbe fully paid, any Liens and all commitment or other fees which are due and payable on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed prior to the United States Trustee, and so long as date of this Agreement pursuant to the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral terms of the Second Lien Claimholders securing Commitment Letter and the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementFee Letter.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents (a)Parent has delivered to the use Company true and complete copies of cash collateral (a) an executed commitment letter dated as such term is defined of October 27, 2023 from Fortress Credit Corp. and an executed commitment letter dated as of October 30, 2023 from AI Partners Asset Management Co., Ltd. (each, a “Lender” and together, the “Lenders”) (together with all exhibits, annexes and schedules thereto and the executed fee letter in Section 363(a) connection therewith (which may be redacted to omit fee amounts, flex provisions, pricing terms and pricing caps; provided, that none of the Bankruptcy Code; hereinredacted terms (x) could reasonably be expected to adversely affect the availability of the Committed Debt Financing or (y) affect the conditionality, enforceability, availability or aggregate principal amount of the Committed Debt Financing attached thereto or contemplated thereby) and as the same may be amended pursuant to Section 6.10, the “Cash CollateralDebt Financing Commitments”), on pursuant to which First Lien Creditor has a Lien or consents the Lenders have agreed, subject to the Debtor obtaining financing terms and conditions thereof, to provide or cause to be provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law debt amounts set forth therein (such financingthe “Committed Debt Financing”) and (b) the executed Purchase Agreement and Contribution Agreement (together with the Debt Financing Commitments, a the “DIP Financing Commitments”) which contemplate the Preferred Stock Financing (together with the Committed Debt Financing, the “Committed Financing”), in each case for the purposes of funding the transactions contemplated by this Agreement and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (related fees and in any other assets expenses. Each of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met Commitments have been duly executed and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held validly delivered by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementparties thereto.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use Company true, correct and complete copies of cash collateral (i) executed commitment letters (as such term is defined in the same may be amended pursuant to Section 363(a) of 6.09(b), the Bankruptcy Code; herein, “Cash CollateralDebt Financing Commitments”), on as set forth in Section 4.06 of the Parent Disclosure Letter, pursuant to which First Lien Creditor has a Lien or consents the lender parties thereto have agreed, subject to the Debtor obtaining financing terms and conditions thereof, to provide or cause to be provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law debt amounts set forth therein (such financing, a the “DIP Debt Financing”), and if such Cash Collateral use or DIP (ii) an executed equity commitment letter (the “Equity Financing Commitment,” and together with the Debt Financing Commitment, the “Financing Commitments”), as set forth in Section 4.06 of the Parent Disclosure Letter, pursuant to which ONCAP Investment Partners II, L.P. has committed, subject to the terms and conditions thereof, to invest the amount set forth therein (the “Equity Financing,” and together with the Debt Financing, the “Financing”). As of the date of this Agreement, none of the Financing Commitments has been amended or modified, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded. Other than as applicableset forth in the Financing Commitments, meets there are no other written or oral agreements, understandings or Contracts between Parent, Sub or any of their Affiliates and the applicable DIP other parties to the Financing ConditionsCommitments and their Affiliates that (A) adversely amend or expand upon the conditions precedent to the Financing as set forth in such Financing Commitment, then Second Lien Creditor unconditionally agrees that it will consent (B) would reasonably be expected to delay or hinder the Closing or (C) reduce the aggregate amount of available Financing. As of the date of this Agreement, (i) the Financing Commitments are in full force and effect and a legal, valid and binding obligation of Parent, Sub and their Affiliates party to such Cash Collateral use or raise no objection to such DIP FinancingFinancing Commitments and, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor knowledge of Parent, the other parties thereto and (ii) neither Parent nor Sub is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets breach of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholdersterms or conditions set forth therein and, directly to the knowledge of Parent, no fact, occurrence, condition or indirectlyevent exists or has occurred which, providewith or without notice, offer lapse of time or both, could reasonably be expected to provide, constitute a breach or support failure to satisfy a condition precedent set forth in the Financing Commitments or that would reasonably be expected to cause the commitments provided in the Financing Commitments to be terminated. Parent and Sub have paid any DIP Financing secured by a Lien senior and all commitment and other fees that have been incurred and are due and payable on or prior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, date hereof in connection with any Cash Collateral use or DIP Financingthe Financing Commitments. Subject to the terms and conditions of this Agreement (including the accuracy of the Company’s representations and warranties in Section 3.03 and 3.13), any Liens as of the date hereof, the aggregate proceeds contemplated by the Financing Commitments, together with the available cash of the Company on the Collateral held by Closing Date, will be sufficient for Parent and Sub to pay the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claimMerger Consideration, a professional fee “carve-out,” or fees owed to the United States TrusteeRestricted Share Consideration, and so long as the amount Option Consideration upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated with the Transactions (including any and all change in control payments), including payment of such surcharge, claim, carve out or fee is reasonable all amounts under the circumstances, then the Liens on the Collateral Article II of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If As of the Debtor shall be date of this Agreement, Parent has delivered to the Company true, complete and correct copies of the fully executed Commitment Letter and the Fee Letter executed in connection with the Financing (with certain fee amounts and certain economic terms of the “market flex” provisions redacted, none of which such redacted fees or economic terms would constitute Parent Financing Expenses). As of the date hereof, the Commitment Letter is in full force and effect and constitutes the legal, valid, binding and enforceable obligations of Parent 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). As of the date hereof, the Commitment Letter has not been amended or modified in any Insolvency Proceeding and if First Lien Creditor consents respect and, to the use Knowledge of cash collateral Parent, the respective commitments therein have not been withdrawn or terminated. There are no conditions precedent or, to the Knowledge of Parent, other contingencies related to the funding of the full amount of the Financing on the terms set forth in the Commitment Letter (as such term is defined terms may be altered in accordance with the “market flex” provisions set forth in the Fee Letter executed in connection with the Financing) other than as expressly set forth as of the date hereof in the Commitment Letter. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would constitute a breach by Parent or any other party thereto under the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, as of the date hereof, assuming compliance by the Company in all material respects with its covenants contained in Section 363(a5.1 and Section 7.12(h) and assuming satisfaction of the Bankruptcy Code; hereinconditions set forth in Section 8.1 and Section 8.2, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letter, together with other financial resources of Parent, including cash on hand and marketable securities, will, in the aggregate, be sufficient to fund the payment of any debt required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged in connection with the Amalgamation as of the date hereof (including all Indebtedness of the Company and its Subsidiaries required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged in connection with the Amalgamation, including premiums and fees incurred in connection therewith (the “Cash CollateralRequired Refinancing Indebtedness”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use all other fees and expenses incurred by Parent and Amalgamation Sub in connection with the Amalgamation and the other transactions contemplated hereby. As of the date hereof, assuming satisfaction of the conditions set forth in Section 8.2, Parent has no reason to believe that either it or DIP Financingany other party will be unable to satisfy on a timely basis any condition of the Financing under the Commitment Letter or any related Fee Letter or that the Financing contemplated by the Commitment Letter will not be made available to Parent on the Closing Date; provided that Parent is not making any representation or warranty regarding the Company’s future performance, as applicablethe effect of any inaccuracy of the representations and warranties of the Company in this Agreement or the failure of the Company to comply with any of its covenants in all material respects under this Agreement. There are no other letters, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use agreements or raise no objection to such DIP Financing, as applicable understandings (other than objections to customary non-disclosure agreements and diligence non-reliance letters) between Parent, on the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall notone hand, and nor shall any of the Second Lien ClaimholdersFinancing Sources, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with on the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. Ifother hand, in connection with any Cash Collateral use the Financing. Parent has fully paid all fees and expenses and other amounts required to be paid on or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed prior to the United States Trustee, and so long as the amount date of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated this Agreement pursuant to the Liens on Commitment Letter. Other than as set forth in the Collateral of the First Lien Claimholders consistent with this AgreementCommitment Letter, there are no fees or expenses that would constitute Parent Financing Expenses.

Financing. If the Debtor shall be subject (a) Purchaser has delivered to any Insolvency Proceeding Seller true, complete and if First Lien Creditor consents to the use of cash collateral (as such term is defined in Section 363(a) correct copies of the Bankruptcy Code; hereinexecuted debt commitment letter, dated as of December 19, 2012, between Purchaser and Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Royal Bank of Canada and the executed fee letters associated therewith (provided, that provisions in the fee letters related to fees, pricing caps and certain economic terms of the market flex (none of which would adversely affect the amount or availability of the Debt Financing) may be redacted) (such commitment letter, together with all exhibits, schedules, annexes, supplements and amendments thereto and the fee letters, collectively, the “Cash CollateralDebt Financing Commitment”), on which First Lien Creditor has a Lien or consents pursuant to which, upon the terms and subject to the Debtor obtaining financing provided under conditions set forth therein, Bank of America, N.A. and Royal Bank of Canada have agreed to lend the amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. The Debt Financing Commitment has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and no such amendment, restatement, modification or waiver is contemplated (except for amendments or modifications permitted by Section 364 6.11, and, as of the Bankruptcy Code date hereof, the commitment contained in the Debt Financing Commitment has not been withdrawn, terminated or rescinded in any similar provision respect. As of any other Bankruptcy Law (such financingthe date hereof, a “DIP Financing”)there are, and if such Cash Collateral use are contemplated to be, no other agreements, side letters or DIP Financing, as applicable, meets arrangements relating to the applicable DIP Debt Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable Commitment (other than objections as expressly set forth in the Debt Financing Commitment furnished to Seller pursuant to this Section 5.07(a)). As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligations of each of Purchaser and, to the failure knowledge of Purchaser, the other parties thereto. There are no conditions or other contingencies related to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewiththe funding of the full amount of the Debt Financing (including any “flex” provisions), andother than as expressly set forth in the Debt Financing Commitment. Assuming performance by Seller of its obligations that are required to be performed prior to the Closing, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Financing Commitment, together with Purchaser’s cash on hand plus proceeds of sales of stock, if DIP Financing is involvedany, Second Lien Creditor in lieu of issuance of the Stock Consideration, will subordinate its Liens be sufficient for Purchaser to pay the Estimated Cash Consideration on the Closing Date, any payment required to be made by Purchaser pursuant to Section 3.05 and all related fees and expenses and any other payment contemplated in this Agreement. As of the Collateral date hereof, (and i) no event has occurred that would result in any other assets 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 Purchaser under the Debtor Debt Financing Commitment and (ii) Purchaser does not have any reason to believe that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly conditions to the Debt Financing will not be satisfied or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object Debt Financing will not be available to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens Purchaser on the Collateral held by the First Lien Claimholders Closing Date. Purchaser has fully paid all commitment fees or other fees required to secure the First Lien Debt are subject to a surcharge be paid on or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed prior to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated date hereof pursuant to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementDebt Financing Commitment.

Financing. If Purchaser has delivered to Seller a true and complete copy of (a) a fully executed commitment letter from Banc of America Securities LLC, Banc of America Bridge LLC, Bank of America, N.A., JPMorgan Chase Bank, N.A. and X.X. Xxxxxx Securities Inc. (the Debtor shall be subject “Lenders”) whereby such Lenders have committed, upon the terms and conditions set forth therein, to any Insolvency Proceeding provide senior debt financing in an amount of $700,000,000 in connection with the Contemplated Transactions (the “BofA Financing Commitment”), and if First Lien Creditor consents to (b) a fully executed commitment letter from Onex Partners L.P. whereby Onex Partners L.P. has committed (the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash CollateralOnex Equity Commitment”), on which First Lien Creditor has a Lien or consents the terms and subject to the Debtor obtaining conditions set forth therein, to provide equity financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets aggregate amount of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, $215,000,000 in connection with the Contemplated Transactions. As of the date hereof, each of the BofA Financing Commitment and the Onex Equity Commitment has not been amended or modified and is in full force and effect. Purchaser is not aware of any Cash Collateral use or DIP Financing, any Liens on fact which would cause it to believe (i) that the Collateral held debt financing contemplated by the First Lien Claimholders BofA Financing Commitment will not be available to secure the First Lien Debt are Purchaser as contemplated therein, subject to a surcharge the conditions set forth in such BofA Financing Commitment; or are subordinated to an administrative priority claim(ii) that the equity financing contemplated by the Onex Equity Commitment will not be consummated as contemplated therein, a professional fee “carve-out,” or fees owed subject to the United States Trustee, and so long as the amount of conditions set forth in such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementOnex Financing Commitment.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use Company true, complete and correct copies of: (i) the executed commitment letter, dated as of cash collateral (as such term is defined in Section 363(a) April 26, 2011 among Merger Sub, JPMorgan Chase Bank, N.A., X.X. Xxxxxx Securities LLC, UBS Loan Finance LLC and UBS Securities LLC and excerpts of those portions of the Bankruptcy Code; hereinexecuted fee letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms agreed to by the parties thereto) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter, collectively, the “Cash CollateralDebt Financing Commitment”), on which First Lien Creditor has a Lien or consents pursuant to which, upon the terms and subject to the Debtor obtaining financing provided under Section 364 conditions set forth therein, JPMorgan Chase Bank, N.A., X.X. Xxxxxx Securities LLC, UBS Loan Finance LLC and UBS Securities LLC have agreed to lend the amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement; and (ii) the executed equity commitment letter, dated as of April 26, 2011 among Parent and the Guarantors (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Bankruptcy Code or any similar provision of any other Bankruptcy Law Guarantors has committed to invest the cash amount set forth therein (such financingthe “Equity Financing” and together with the Debt Financing, a the “DIP Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, and if such Cash Collateral use or DIP Financingand, as applicableof the date hereof, meets (x) the applicable DIP respective commitments contained in the Financing ConditionsCommitments have not been withdrawn, then Second Lien Creditor unconditionally agrees that it will consent to modified, amended, terminated or rescinded in any respect and (y) no such Cash Collateral use withdrawal, termination, rescission, amendment or raise no objection to such DIP Financing, as applicable modification is contemplated (other than objections amendments and modifications permitted under Section 5.10). As of the date hereof, there are no side letters or other agreements, Contracts or arrangements to which Parent or any of its Affiliates is a party that could affect the availability of the Financing. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of each of Parent, Merger Sub and, to the failure knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to grant adequate protection that Second Lien Creditor is permitted the funding of the full amount of the Financing (including any “flex” provisions), other than as expressly set forth in the Financing Commitments. Assuming the accuracy of the representations and warranties set forth in Section 3.2 and performance by the Company of its obligations hereunder, the aggregate net proceeds to seek be disbursed pursuant to the agreements contemplated by the Financing Commitments, in the aggregate and together with the cash, cash equivalents and marketable securities of the Company and its Subsidiaries reflected on the consolidated balance sheet of the Company as at the Balance Sheet Date and the contribution contemplated by the letter agreements set forth on Section 4.12 of the Disclosure Schedule in accordance with the terms thereof, will be sufficient for Parent and the Surviving Corporation at the Effective Time to pay all amounts contemplated hereunder to be paid by them, to redeem the Notes and to pay the amount outstanding under the Loan and Security Agreement, to satisfy the obligations of the Company under Section 6.5 in connection therewith)2.1(d) and to pay all related fees and expenses. As of the date hereof, and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and no event has occurred which would result in any other assets 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 Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall notCommitments, and nor shall Parent does not have any reason to believe that any of the Second Lien Claimholders, directly conditions to the Financing will not be satisfied or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object Financing will not be available to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens Parent on the Collateral held by the First Lien Claimholders Closing Date. Parent has fully paid all commitment fees or other fees required to secure the First Lien Debt are subject to a surcharge be paid on or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed prior to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated date hereof pursuant to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementFinancing Commitments.

Financing. If Acquisition has received and executed commitment letters each dated July 2, 1998 (the Debtor shall be "Commitment Letters"), from (i) Xxxxxxx Xxxxx Capital Corporation, pursuant to which it has committed, subject to any Insolvency Proceeding the terms and if First Lien Creditor consents conditions set forth therein, to provide Acquisition and certain existing or future subsidiaries of the Company with up to $1.21 billion of financing under available senior secured credit facilities and $350.0 million in aggregate principal amount of financing in the form of an unsecured senior bridge loan, (ii) WCAS Capital Partners III, L.P., pursuant to which it has committed, subject to the use terms and conditions set forth therein, to purchase $150.0 million in aggregate principal amount of subordinated notes of Acquisition and (iii) Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P. ("WCAS") pursuant to which it has committed to provide to Acquisition $350.0 million in equity to consummate the Merger, pay the Merger Consideration and pay the related transaction expenses (the financings referred to in clauses (i), (ii) and (iii) above being collectively referred to as the "Financing"). Such Financing is adequate to pay in full in cash collateral (as such term is defined in Section 363(a) at closing the Cash Merger Consideration together with all fees and expenses of Acquisition associated with the transactions contemplated hereby, and to make any other payments necessary to consummate the transactions contemplated hereby. True and complete copies of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents Commitment Letters have been furnished to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code Company. Neither Acquisition, WCAS nor their affiliates will terminate, amend or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and modify in any other assets of respect the Debtor Commitment Letters in a manner which will adversely affect the probability that may serve as collateral (including avoidance actionssuch financing will be actually funded, or the proceeds timing thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, without prior written consent of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent Company. Acquisition or WCAS has fully paid any and all commitment fees or other fees required by such Commitment Letters to such Cash Collateral use or will only raise an objection to such DIP Financing based upon be paid as of the DIP Financing Condition(s) which are not met date hereof (and will not withhold its consent or object on duly pay any other basis (other than objections to such fees after the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (date hereof). The Commitment Letters are valid and in any other assets full force and effect and no event has occurred which (with or without notice, lapse of the Debtor that may serve as collateral (including avoidance actions, time or the proceeds thereofboth) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by would constitute a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens default on the Collateral held by part of WCAS or Acquisition thereunder or would adversely affect the First Lien Claimholders probability that such financing will actually be funded. The $350.0 million equity investment of WCAS will be used solely to secure the First Lien Debt are subject to acquire common stock of Acquisition at a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount price of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement$43.50 per share.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use Company true and complete fully executed copies of cash collateral (A) the commitment letter, dated as such term is defined in Section 363(a) of July 23, 2012, between Parent and Bank of America, N.A. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the Bankruptcy Code; herein, “Cash CollateralDebt Financing Commitment”), on pursuant to which First Lien Creditor has a Lien or consents and subject to the Debtor obtaining financing provided under Section 364 terms and conditions thereof each of the Bankruptcy Code or any similar parties thereto (other than Parent) has agreed to lend the amounts set forth therein (the provision of any other Bankruptcy Law such funds as set forth therein on the terms and conditions set forth therein, the “Debt Financing”) and (such financingB) the investment agreement, a dated as of July 23, 2012, between Parent and Carlyle Partners V, L.P. (the “DIP FinancingEquity Financing Commitment”; and, together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which and if such Cash Collateral use or DIP Financing, as applicable, meets subject to the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable terms and conditions thereof the party thereto (other than objections Parent) has agreed to invest the amounts set forth therein in the form of equity securities to be issued by Parent (the provision of such funds as set forth therein on the terms and conditions set forth therein, the “Equity Financing”; and, together with the Debt Financing, the “Financing”) for the purposes of permitting Parent and Merger Sub to consummate the Merger and the transactions contemplated hereby on a timely basis and to (i) effect, as required, the repayment or refinancing of any outstanding Indebtedness that may become due and payable as a result of the Merger, (ii) pay any and all fees and expenses required to be paid by Parent and Merger Sub in connection with the Merger and the Financing and (iii) satisfy all of the other payment obligations of Parent and Merger Sub contemplated hereunder. As of the date of this Agreement, the Financing Commitments, in the form so delivered, are in full force and effect and are legal, valid and binding obligations of Parent and Merger Sub and each of the other parties thereto. None of the Financing Commitments has been amended, supplemented or otherwise modified prior to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith)date of this Agreement, and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens and the respective commitments contained in the Collateral (and Financing Commitments have not, prior to the date of this Agreement, been withdrawn or rescinded in any other assets respect. As of the Debtor that may serve as collateral (including avoidance actionsdate of this Agreement, except for the payment of customary fees, there are no conditions precedent or the proceeds thereof) for such DIP Financing) other contingencies related to the Liens securing such DIP Financing. If such Cash Collateral use or DIP funding of the full amounts of the Financing, other than as applicable, meets some, but not all, set forth in or contemplated by the Financing Commitments. Parent and Merger Sub have fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid by them on or prior to the date of this Agreement. As of the applicable DIP Financing Conditionsdate of this Agreement, then Second Lien Creditor unconditionally agrees that it will only withhold its consent no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub, and to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on Knowledge of Parent, any other basis (other than objections to parties thereto, under the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets Commitments. As of the Debtor date of this Agreement, neither Parent nor Merger Sub has any reason to believe that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly conditions to the Financing contemplated by the Financing Commitments will not be satisfied or indirectly, provide, offer that any portion of the Financing to provide, be made thereunder will not otherwise be made available to Parent or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens Merger Sub on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed Closing Date. Parent will provide to the United States TrusteeCompany any amendments to the Financing Commitments, and so long as promptly as possible (but in any event within 48 hours of the amount effectiveness of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementamendment).

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents (a) The Parent Entities have delivered to the use of cash collateral (as such term is defined in Section 363(a) Company Entities true, complete and correct copies of the Bankruptcy Code; hereinfully executed (i) equity commitment letter dated April 2, 2024 from Silver Lake Partners VI, L.P., Silver Lake Partners VII, L.P. and SL SPV-4, L.P. (each an “Cash CollateralEquity Investor”, and such letter, the “Equity Commitment Letter”), on pursuant to which First Lien Creditor has a Lien or consents the Equity Investors have agreed, upon the terms and subject only to the Debtor obtaining express conditions thereof, to contribute or invest in the Parent Entities the respective amounts set forth therein (collectively, the “Equity Financing”) and (ii) commitment letter dated April 2, 2024 from the Debt Financing Sources party thereto pursuant to which such Debt Financing Sources have committed, upon the terms and subject only to the express conditions thereof, to provide to the Parent Entities or the Merger Subs (or such other entities as directed by the Parent Entities pursuant to the Restructuring Steps) debt financing provided under Section 364 constituting Credit Facilities (as defined in the Debt Commitment Letter as of the Bankruptcy Code or date hereof) in the aggregate principal amounts set forth therein for the purpose of funding a portion of the Required Amount (the “Debt Financing”, which shall include, for the avoidance of doubt, any similar provision of any other Bankruptcy Law (such replacement financing, a “DIP Financing”together with any fee letters related thereto (including all exhibits, schedules and annexes thereto, and the executed fee letters associated therewith (redacted in the manner set forth below)), and if such Cash Collateral use or DIP Financingcollectively, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith)“Debt Commitment Letter”, and, if DIP Financing is involvedtogether with the Equity Commitment Letter, Second Lien Creditor will subordinate its Liens in the Collateral “Commitment Letters”) and (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financingiii) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financingextent required pursuant to the terms of this Agreement following a Financing Failure Event, as applicablea commitment letter (including all exhibits, meets someschedules and annexes thereto, but not alland the executed fee letters associated therewith (redacted in the manner set forth below)) pursuant to which the parties thereto have committed, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met terms and will not withhold its consent or object on any other basis (other than objections subject only to the failure express conditions set forth therein, to grant adequate protection that Second Lien Creditor is permitted provide to seek under Section 6.5 in connection therewith) andthe Parent Entities or the Merger Subs (or such other entities as directed by the Parent Entities pursuant to the Restructuring Steps, if DIP applicable) the Debt Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets which, for the avoidance of doubt, shall be considered as a “Debt Commitment Letter” and a “Commitment Letter” hereunder). The Equity Commitment Letter expressly provides that the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) Company is a third-party beneficiary thereof to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall notextent provided therein, and nor shall any of the Second Lien ClaimholdersCompany is entitled to enforce, directly or indirectly, providethe Equity Commitment Letter in accordance with its terms against the applicable Equity Investors. The Debt Financing pursuant to the Debt Commitment Letter and the Equity Financing pursuant to the Equity Commitment Letter are collectively referred to in this Agreement as the “Financing.” The fee letters delivered to the Company pursuant hereto shall be accurate and complete copies (subject only to customary redactions of fee amounts, offer pricing caps and “market flex” related solely to provideeconomic terms, or support any DIP Financing secured by a Lien senior and in each case, which redacted information does not relate to or pari passu with the Liens securing the First Lien Priority Debt; providedimpact conditionality, however, that the First Lien Creditor may withhold its consent enforceability or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral availability of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementFinancing).

Financing. If the Debtor shall be subject Buyer has delivered to any Insolvency Proceeding Seller true and if First Lien Creditor consents to the use of cash collateral (as such term is defined in Section 363(a) complete fully executed copies of the Bankruptcy Code; hereinCommitment Letter, dated as of December 2, 2014, by and among Buyer, X.X. Xxxxxx Securities LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank of America, N.A., Xxxxx Fargo Securities LLC, Xxxxx Fargo Bank, N.A. and U.S. Bank National Association, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Cash CollateralDebt Commitment Letter”), on which First Lien Creditor has a Lien or consents pursuant to which, and subject to the Debtor obtaining financing provided under Section 364 terms and conditions thereof, each of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable parties thereto (other than objections Buyer) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith)date of this Agreement, and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens and the respective commitments contained in the Collateral (and Debt Commitment Letter have not been withdrawn, modified or rescinded in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) respect prior to the Liens securing such DIP Financingdate of this Agreement. If such Cash Collateral use or DIP FinancingThe Debt Commitment Letter is in full force and effect, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor Buyer is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any to the knowledge of Buyer, none of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. IfSources are, in connection with any Cash Collateral use default or DIP breach of the terms of the Debt Commitment Letter. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing other than as described in the Debt Commitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, the net proceeds contemplated from the Financing, any Liens together with other cash of Buyer on the Collateral held by Closing Date, will, in the First Lien Claimholders to secure aggregate, be sufficient for the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount satisfaction of such surcharge, claim, carve out or fee is reasonable all of Buyer’s obligations under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If (a) Until such time, if applicable, that the Debtor Commitment Letter is terminated pursuant to a Permitted Termination, Parent shall and shall cause each of its Affiliates to take, or cause to be subject taken, all actions, and do, or cause to any Insolvency Proceeding and if First Lien Creditor consents be done, all things necessary, proper or advisable to obtain funds sufficient to fund the Financing Amounts on or prior to the use date on which the Merger is required to be consummated pursuant to the terms hereof. In furtherance and not in limitation of cash collateral the foregoing, Parent shall, unless the Commitment Letter is terminated pursuant to a Permitted Termination and until such time, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Financing on the terms (including, as such term necessary, the “flex” provisions contained in any related fee letter) and subject only to the conditions described in the Commitment Letter prior to the date on which the Merger is defined required to be consummated pursuant to the terms hereof, including by (i) maintaining in Section 363(aeffect the Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to the Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in any related fee letter) and without any Prohibited Modification; provided that Parent will not be required to enter into the Definitive Agreements unless (x) the closing of the transactions, including the receipt of proceeds related thereto, contemplated by the Climate Transaction Agreement is not reasonably likely to occur prior to the Closing and (y) Parent does not have immediate access to alternative financing in an amount, when taken together with all immediately available funds of Parent on the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement, including the payment of the Merger Consideration, any fees and expenses of or payable by Parent contemplated by, or required in connection with the transactions described in, this Agreement and any repayment or refinancing of any outstanding indebtedness (including the Company Credit Agreement) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate Company and/or its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actionsSubsidiaries contemplated by, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, required in connection with the transactions described in, this Agreement, (iii) satisfying on a timely basis all conditions in the Commitment Letter and the Definitive Agreements and complying with its obligations thereunder and (iv) enforcing its rights under the Commitment Letter. Parent shall comply with its obligations, and enforce its rights, under the Commitment Letter and Definitive Agreements in a timely and diligent manner. Additionally, unless the Commitment Letter is terminated pursuant to a Permitted Termination, Parent shall use its reasonable best efforts to consummate and obtain in escrow the proceeds of the Financing (or, in the case of any Cash Collateral use or DIP Financing, any Liens on the Collateral held bridge facilities contemplated by the First Lien Claimholders Commitment Letter, high yield financing or other financing incurred in lieu thereof) as promptly as possible after the Syndication Commencement Date (as defined in the Commitment Letter as of the date hereof) and receipt of the Financing Information; provided that Parent shall have no obligation to secure fund the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to bank debt portion of the United States Trustee, and Financing into escrow so long as the amount of such surchargeParent has delivered executed Definitive Agreements (including, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on extent necessary, any Definitive Agreements for a bridge financing) and the Collateral funding thereof is subject only to the conditions set forth in the Commitment Letter, other than the delivery of the First Lien Claimholders consistent with this Agreementdefinitive documentation.

Financing. If As of the Debtor shall be date of this Agreement, Parent has delivered to the Company true, complete and correct copies of the fully executed Commitment Letter and the fully executed Fee Letter executed in connection with the Financing (with only fee amounts, dates and certain other economic terms, including in respect of the “market flex” and “securities demand” provisions, redacted) (none of which would adversely affect the amount or availability of the Financing other than through original issue discount). As of the date hereof, the Commitment Letter is in full force and effect and constitutes the legal, valid, binding and enforceable obligations of Parent 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). As of the date hereof, the Commitment Letter and Fee Letter have not been amended or modified in any Insolvency Proceeding and if First Lien Creditor consents respect and, to the use Knowledge of cash collateral Parent, the commitments in the Commitment Letter have not been withdrawn or terminated. There are no conditions precedent to the funding of the full amount of the Financing on the terms set forth in the Commitment Letter (as such term is defined terms may be altered in accordance with the “market flex” provisions set forth in the Fee Letter executed in connection with the Financing) other than as expressly set forth in the Commitment Letter. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would constitute a breach by Parent or, to the Knowledge of Parent, any other party thereto under the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, as of the date hereof, assuming satisfaction of the conditions set forth in Section 363(a) 8.1 and Section 8.2, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letter, together with other financial resources of Parent, including its cash on hand and marketable securities, and cash on hand of the Bankruptcy Code; hereinCompany and its Subsidiaries, will, in the aggregate, be sufficient to fund the Cash Consideration, the cash payable to holders of Company RSU Awards, pursuant to Section 1.8, the payment of any debt required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged in connection with the Combination as of the date hereof (including all Indebtedness of the Company and its Subsidiaries required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged in connection with the Combination, including premiums and fees incurred in connection therewith (the “Cash CollateralRequired Indebtedness”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and all other fees and expenses incurred by Parent, Merger Sub 1 and Merger Sub 2 in connection with the Combination and the other transactions contemplated hereby. Assuming the satisfaction of the conditions set forth in Sections 8.1 and 8.2, if such Cash Collateral use the Closing were to occur on the date hereof, the incurrence of the indebtedness contemplated by the Commitment Letter to be incurred on the Closing Date, including the liens and guarantees provided in connection therewith as set forth in the Commitment Letter, and the consummation of the transactions contemplated by this Agreement would not result in a default or DIP Financingevent of default under the Parent Existing Notes or the indenture governing the Parent Existing Notes. As of the date hereof, as applicableassuming satisfaction of the conditions set forth in Sections 8.1 and 8.2, meets Parent has no reason to believe that either it or any other party will be unable to satisfy on a timely basis any condition of the applicable DIP Financing Conditionsunder the Commitment Letter or any related Fee Letter or that the Financing contemplated by the Commitment Letter will not be made available to Parent on the Closing Date. As of the date of this Agreement, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use other than the Commitment Letter and Fee Letter, there are no other letters, agreements or raise no objection to such DIP Financing, as applicable understandings (other than objections customary non-disclosure agreements and diligence non-reliance letters) between Parent, on the one hand, and the Financing Sources, on the other hand, that could have an Adverse Effect on the Financing. Parent has fully paid all fees and expenses and other amounts required to be paid on or prior to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets date of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) this Agreement pursuant to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementCommitment Letter.

Financing. If Parent has delivered to the Debtor shall Company (i) a correct and complete fully executed copy of the commitment letter, dated as of March 8, 2018, among Parent, Holdco, Xxxxxx Xxxxxxx Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., including all exhibits, schedules and annexes to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Commitment Letter”) (it being understood that such fee letter has been redacted to remove the fee amounts, the rates and amounts included in the “market flex” and other economic terms that could not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Financing). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its terms against Parent and, to the Knowledge of Parent, each of the other parties thereto, subject to (a) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (b) general equitable principles (whether considered in a Proceeding in equity or at law). There are no conditions precedent related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of the Company’s representations and warranties contained in Article III and compliance by the Company with its covenants contained in Article V and Article VII, in each case, in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Parent and its Subsidiaries, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article I and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Merger and the other transactions contemplated hereby. As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Parent or, to the Knowledge of Parent, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Parent’s and its Subsidiaries’ obligations under this Agreement will not be available to Parent on the Closing Date, in each of clauses (i) and (ii), assuming the accuracy of the Company’s representations and warranties contained in Article III and compliance by the Company with its covenants contained in Article V and Article VII, in each case, in all material respects. Parent and/or Holdco has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Financing. As of the date hereof, there are no side letters or other agreements, contracts or arrangements related to the funding of the Financing. The obligations of Parent, Holdco and the Merger Subs hereunder are not subject to any Insolvency Proceeding and if First Lien Creditor consents to the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code condition regarding Parent’s or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), Person’s ability to obtain financing for the Merger and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured transactions contemplated by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use Company a fully executed copy of cash collateral the commitment letter, dated as of July 15, 2014, between Parent, Bank of America, N.A. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, including all exhibits, schedules, annexes, attachments and amendments to such letter in effect as of the date of this Agreement and a fully executed copy of the fee letter referenced therein (as provided that the provisions in any such term is defined in Section 363(afee letter related solely to fees and the economic terms of the “market flex” sections thereof agreed to by the parties may be redacted (none of which redacted provisions relate to, or shall adversely affect, the availability or conditionality (either by imposing new or additional conditions or modifying any existing conditions) of the Bankruptcy Code; hereinFinancing at the Closing) (such commitment letter and related term sheets, together with all exhibits, annexes, schedules, amendments and attachments thereto, as amended or otherwise modified only to the extent permitted by this Agreement, collectively, the “Cash CollateralCommitment Letter”). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the lenders thereunder have committed to provide to Parent the aggregate principal amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, terminated, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. There are no side letters or other Contracts or arrangements or understandings to which Parent, Merger Sub or any of their Affiliates is a party related to the funding of the full amount of the Financing (except for the fee letter referenced above and any engagement letters or fee discount letters related to the Financing, which will not have an adverse impact on the funding of the full amount of the Financing pursuant to the Commitment Letter at or prior to the Closing on the terms and conditions set forth in this Agreement and such Commitment Letter). As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of Parent, and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its terms against Parent and, to the Knowledge of Parent, each of the other parties thereto, except as limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. There are no conditions precedent (including pursuant to any “flex” provisions) related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Assuming the Financing is funded in accordance with the Commitment Letter, and together with cash on hand at Parent, the Company and their respective Subsidiaries, Parent and Merger Sub will have at and after the Closing funds sufficient for the payment of the aggregate cash portion of the Merger Consideration and any other amounts required to be paid pursuant to Article II hereof, the funding of any required refinancings or repayments of any existing Indebtedness of the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the payment of all fees and expenses required to be paid by Parent, Merger Sub and the Surviving Corporation in connection with this Agreement and the Financing (the “Required Amount”). As of the execution and delivery of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on which First Lien Creditor has a Lien or consents the part of Parent or, to the Debtor obtaining financing provided Knowledge of Parent, any other party to the Commitment Letter, under Section 364 the Commitment Letter, and (ii) Parent does not have any reason to believe that any of the Bankruptcy Code conditions to the Financing will not be satisfied or any similar provision that the Financing will not be available to Parent on the Closing Date. Each of any other Bankruptcy Law (such financing, a “DIP Financing”), Parent and if such Cash Collateral use or DIP FinancingMerger Sub, as applicable, meets the applicable DIP Financing Conditionshas fully paid, then Second Lien Creditor unconditionally agrees that it will consent or caused to such Cash Collateral use be fully paid, any and all commitment fees or raise no objection to such DIP Financing, as applicable (other than objections fees to the failure extent required to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, be paid on or the proceeds thereof) for such DIP Financing) prior to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, date of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, this Agreement in connection with any Cash Collateral use or DIP the Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If (a) Until the Debtor Discharge of Revolving Obligations, if any Grantor shall be subject to any Insolvency Proceeding and if First Lien Creditor the Revolving Collateral Agent consents to the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”)) constituting Revolving Priority Collateral, on which First Lien Creditor has a Lien or consents and/or to the Debtor obtaining permit any Grantor to obtain financing provided by any one or more Revolving Claimholders under Section 364 of the Bankruptcy Code or any similar provision Bankruptcy Law secured by a Lien on such Revolving Priority Collateral that is (i) senior or pari passu with the Liens on the Revolving Priority Collateral securing the Notes Obligations and (ii) junior to the Liens (including in respect of any other Bankruptcy Law Exercise of Secured Creditor Remedies regarding such Liens) on the Notes Priority Collateral securing the Notes Obligations (such financing, a “DIP Financing”), and if the Grantors desire to obtain authorization from the Bankruptcy Court to use such Cash Collateral use or and/or to obtain such DIP Financing, as applicable, meets then the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally Notes Collateral Agent agrees that it will consent be deemed to have consented, will raise no objection to, nor support any other Person objecting to, the use of such Cash Collateral use or raise no objection and/or to such DIP FinancingFinancing (including, except as applicable set forth in clause (other than objections c) below, any objection based on an assertion that the Notes Claimholders are entitled to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 of their interest in connection therewiththe Collateral as a condition thereto), and, if DIP Financing is involved, Second Lien Creditor and the Notes Collateral Agent will subordinate its Liens in the Revolving Priority Collateral to the Liens granted in connection with the use of Cash Collateral and/or securing such DIP Financing (and all obligations relating thereto, including any “carve-out” in favor of fees and expenses of professionals retained by any other assets of debtor or statutory committee as agreed to by the Debtor that may serve as collateral (including avoidance actionsRevolving Collateral Agent and the Revolving Lenders with respect to Revolving Priority Collateral), to the extent any Liens securing the Revolving Obligations are discharged, subordinated to, or the proceeds thereof) for such DIP Financing) to the made pari passu with any new Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, Financing and to any replacement Liens granted as applicable, meets some, but not all, adequate protection of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon interests of the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens Revolving Claimholders in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use Company (i) true and complete copies of cash collateral the commitment letter (as such term is defined the same may be amended in accordance with Section 363(a) 6.13(a)), dated as of the Bankruptcy Code; hereindate hereof, between Parent and each of Bank of America, N.A., Banc of America Securities LLC, Banc of America Bridge LLC, Credit Suisse Securities (USA) LLC and Credit Suisse (the “Cash CollateralDebt Financing Commitment”), on pursuant to which First Lien Creditor has a Lien or consents the lenders party thereto have agreed, subject to the Debtor obtaining terms and conditions set forth therein, to provide or cause to be provided the debt amounts set forth therein for the purposes of financing provided under Section 364 the transactions contemplated by this Agreement and related fees and expenses (the “Debt Financing”) and (ii) true and complete copies of the Bankruptcy Code or any similar provision equity commitment letter, dated as of any other Bankruptcy Law the date hereof, between Parent and Blackstone, (such financingthe “Equity Financing Commitment” and together with the Debt Financing Commitment, a the “DIP Financing Commitments”), pursuant to which Blackstone has committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). As of the date of this Agreement, none of the Financing Commitments has been amended or modified, no such amendment or modification is contemplated except as permitted by Section 6.13(a) and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any material respect. Parent has fully paid any and all commitment fees or other fees in connection with the Debt Financing Commitment that are payable on or prior to the date hereof and, as of the date of this Agreement, the Debt Financing Commitment is in full force and effect and is the valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto so long as it remains in effect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in or contemplated by the Financing Commitments. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under any of the Financing Commitments, and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees Parent has no reason to believe that it will consent be unable to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall satisfy any of the Second Lien Claimholdersconditions to the Financing contemplated by the Financing Commitments (subject to the Company complying with its obligations hereunder and assuming that there will not be a Company Material Adverse Effect). After giving effect to the amounts expected to be funded under the Financing Commitments (subject to the terms thereof), directly and assuming compliance by the Company with its obligations hereunder, Parent and Merger Sub would have at the Closing funds sufficient, together with available cash of the Company, to pay the aggregate Per Share Merger Consideration (and any repayment or indirectly, provide, offer refinancing of debt contemplated by the Financing Commitments) and any other amounts required to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, be paid in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by consummation of the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trusteetransactions contemplated hereby, and so long as to pay all related fees and expenses. Notwithstanding the amount foregoing, in no event shall the receipt or availability of such surcharge, claim, carve out any funds or fee is reasonable under the circumstances, then the Liens on the Collateral financing by Parent or any other financing or other transactions be a condition to any of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementParent’s obligations hereunder.

Financing. If Parent has delivered to the Debtor shall Company true and complete copies of (i) an executed commitment letter dated as of the date hereof (the “Commitment Letter” and, together with the Fee Letter (as defined below), together, as they may be amended, modified or replaced in accordance with Section 5.2 and together with all annexes, exhibits, schedules and other attachments thereto the “Debt Financing Commitments”) pursuant to which the lender parties thereto have agreed, subject to any Insolvency Proceeding the terms and if First Lien Creditor consents conditions thereof, to provide or cause to be provided the debt amounts set forth therein (such amounts, the “Debt Financing”) and (ii) the fee letters referred to in such commitment letter (with only fee amounts, dates, pricing caps, “market flex” and other economic terms redacted, none of which would adversely affect the amount or availability of the Debt Financing (the “Fee Letter”). As of the date of this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded and, to the use knowledge of cash collateral Parent, no withdrawal or rescission thereof is contemplated as of the date of this Agreement. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). There are no conditions precedent related to the funding of the full amount of the Debt Financing other than as such term is defined expressly set forth in the Debt Financing Commitments. As of the date of this Agreement, no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Debt Financing Commitments by Parent or Merger Sub or, to the knowledge of Parent, any other party to the Debt Financing Commitments. As of the date of this Agreement, assuming the satisfaction of the conditions contained in Section 363(a) of the Bankruptcy Code; herein6.1 and Section 6.3, “Cash Collateral”), on which First Lien Creditor Parent has a Lien or consents no reason to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees believe that it will consent be unable to such Cash Collateral use satisfy on a timely basis any term or raise no objection condition to such DIP Financing, as applicable (be satisfied by it and contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees or other than objections fees required by the terms of the Debt Financing Commitments to be paid on or before the failure to grant adequate protection date of this Agreement. Assuming the satisfaction of the conditions contained in Section 6.1 and Section 6.3 and that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP the Financing is involved, Second Lien Creditor will subordinate its Liens funded in accordance with the Collateral (and in any other assets terms of the Debtor that may serve as collateral (Commitment Letter, Parent and Merger Sub will have, at the Effective Time, sufficient cash, available lines of credit or other sources of immediately available funds to consummate the transactions contemplated hereby, including avoidance actions, or the proceeds thereof) for such DIP Financing) payment of all amounts required to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent be paid pursuant to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall notArticle II, and nor to pay all related fees and expenses. In no event shall the receipt or availability of any funds or financing, including under the Debt Financing Commitments, by Parent or Merger Sub or any Affiliate thereof be a condition to any of the Second Lien Claimholders, directly Parent’s or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementMerger Sub’s obligations hereunder.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use Company true and complete fully executed copies of cash collateral (a) the commitment letter, dated as of February 3, 2016, among Guarantor and Canadian Imperial Bank of Commerce, The Bank of Nova Scotia, JPMorgan Chase Bank, N.A., Xxxxx Fargo Bank, National Association, and Xxxxx Fargo Securities, LLC (the “Commitment Letter”) and (b) the fee letter, among Guarantor and Canadian Imperial Bank of Commerce, The Bank of Nova Scotia, JPMorgan Chase Bank, N.A., Xxxxx Fargo Bank, National Association, and Xxxxx Fargo Securities, LLC, dated as of February 3, 2016 (as such term is defined redacted to remove only the fee amounts, pricing caps, the rates and amounts included in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateralmarket flex,” the “Redacted Fee Letter”), on which First Lien Creditor has a Lien or consents in each case, including all exhibits, schedules, annexes and amendments to the Debtor obtaining financing provided under Section 364 such letters in effect as of the Bankruptcy Code or any similar provision date of any other Bankruptcy Law this Agreement (such financingcollectively, a the “DIP FinancingDebt Letters”), pursuant to which and if such Cash Collateral use or DIP Financingsubject to the terms and conditions thereof, as applicable, meets each of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable parties thereto (other than objections Guarantor) have severally committed to lend the amounts set forth therein to Guarantor (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Letters. The Debt Letters have not been amended, restated or otherwise modified or waived prior to the failure execution and delivery of this Agreement, and the respective commitments contained in the Debt Letters have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to grant adequate protection that Second Lien Creditor is permitted the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Debt Letters are in full force and effect and constitute the legal, valid and binding obligation of each of Guarantor and the other parties thereto, subject in each case to seek the Bankruptcy and Equity Exceptions. There are no conditions precedent or contingencies directly or indirectly related to the funding of the Financing pursuant to the Debt Letters, other than as expressly set forth in the Debt Letters. At the Closing, Parent and Merger Sub will have sufficient funds to pay all of Parent’s and Merger Sub’s obligations under Section 6.5 this Agreement, including the payment of the Merger Consideration and all fees and expenses expected to be incurred in connection therewith. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Guarantor under the Debt Letters or any other party to the Debt Letters. As of the date of this Agreement, except for any agreements relating to any alternative equity capital markets financing (which agreements do not contain any terms that would adversely affect the conditionality, enforceability, termination, principal amount or availability of the Financing), andthere are no side letters or other agreements, if DIP Contracts, arrangements or understandings (written or oral) directly or indirectly related to the funding of the Financing is involved, Second Lien Creditor will subordinate its Liens other than as expressly set forth in the Collateral (and Debt Letters. Guarantor has fully paid all commitment fees or other fees required to be paid on or prior to the date of this Agreement in any other assets connection with the Financing. As of the Debtor date of this Agreement, Parent (1) is not aware of any fact, event or other occurrence that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall makes any of the Second Lien Claimholders, directly representations or indirectly, provide, offer warranties of Guarantor in any of the Debt Letters inaccurate in any material respect and (2) has no reason to provide, believe that any of the conditions to the Financing contemplated by the Debt Letters will not be satisfied on a timely basis or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed contemplated by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has the Debt Letters will not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens be made available on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementClosing Date.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use Company a true, complete and correct copy of cash collateral two executed commitment letters, each dated as of November 21, 2011, among Parent and Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Barclays Bank PLC (together, the “Lead Commitment Parties” and, together with any person who executes a joinder to such commitment letters or who otherwise commits to provide any portion of the Financing (as such term is defined in Section 363(a) of the Bankruptcy Code; hereinbelow), “Cash CollateralCommitment Parties” and, together with their respective shareholders, partners, members, affiliates, directors, officers, employees and agents, the “Financing Sources”), which are attached hereto as Annex D (the “Financing Commitments”), pursuant to which the lenders party thereto severally have committed, on which First Lien Creditor has a Lien or consents the terms and subject to the Debtor obtaining conditions set forth therein, to lend the amounts set forth therein for the purposes of financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law Transactions (such financing, a the “DIP Financing”), and if such Cash Collateral use . The Financing Commitments have not been amended or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections modified prior to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith)date hereof, and, if DIP Financing is involvedas of the date hereof, Second Lien Creditor will subordinate its Liens the respective commitments contained in the Collateral (and Financing Commitments have not been withdrawn or rescinded in any other assets respect. Except for a fee letter and an agency fee letter relating to fees and related arrangements with respect to the Financing (true, complete and correct copies of which has been provided to the Company, with only fee amounts and certain economic terms of the Debtor that may serve market flex redacted), as collateral (including avoidance actions, of the date hereof there are no side letters or other Contracts or arrangements altering the proceeds thereof) for such DIP Financing) terms or conditions of the funding of the Financing other than as expressly set forth in the Financing Commitments delivered to the Liens securing such DIP FinancingCompany prior to the date hereof. If such Cash Collateral use Parent has fully paid any and all commitment fees or DIP Financingother fees in connection with the Financing Commitments that are due and payable on or prior to the date hereof, and, as applicable, meets some, but not all, of the applicable DIP date hereof, the Financing ConditionsCommitments are in full force and effect and are the legal, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon valid, binding and enforceable obligations of Parent and Merger Sub, as the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections case may be, in each case subject to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved Bankruptcy and Equity Exception and any permitted objection legal limitations on the enforceability of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, provisions requiring indemnification against liabilities under securities laws in connection with any Cash Collateral use offering, sale or DIP issuance of securities, and, to the knowledge of the executive officers of Parent, each of the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitments. Assuming the accuracy of the representations and warranties set forth in Section 4.1 in all material respects (except to the extent already qualified as to Company Material Adverse Effect), as of the date hereof, no event has occurred that, with or without notice, lapse of time or both, has constituted or would reasonably be expected to constitute a default or breach under any Liens on of the Collateral held Financing Commitments by Parent or Merger Sub or, to the knowledge of the executive officers of Parent, any other party thereto. Assuming the accuracy of the representations and warranties set forth in Section 4.1 in all material respects (except to the extent already qualified as to Company Material Adverse Effect) and assuming compliance by the First Lien Claimholders Company with its obligations herein in all material respects, Parent and Merger Sub will have available to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed them at and immediately prior to the United States TrusteeAcceptance Time cash in an aggregate amount sufficient to pay the aggregate Offer Price, assuming all issued and so long as outstanding Shares are tendered in the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim Offer and shall remain subordinated not withdrawn. Parent and Merger Sub will have available at and immediately prior to the Liens on Effective Time cash in an aggregate amount sufficient to pay the Collateral of Per Share Merger Consideration. Parent and Merger Sub will have at and after the First Lien Claimholders consistent Closing funds sufficient to pay any and all fees and expenses required to be paid by Parent, Merger Sub and the Surviving Corporation in connection with this Agreementthe Transactions and the Financing.

Financing. If Ultimate Parent shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Debtor shall be subject to any Insolvency Proceeding Debt Financing on the terms and if First Lien Creditor consents to the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens conditions described in the Collateral (Debt Commitment Letter and in any other assets of to consummate the Debtor that may serve as collateral (including avoidance actions, or Debt Financing on the proceeds thereof) for such DIP Financing) to the Liens securing such DIP FinancingClosing Date. If such Cash Collateral use or DIP Financing, as applicable, meets someSuch actions shall include, but not allbe limited to, the following: (i) maintaining in effect the Debt Commitment Letter; (ii) participation by senior management of Ultimate Parent in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfying on a timely basis all Financing Conditions applicable to Ultimate Parent in the Debt Commitment Letter that are within its control; (iv) negotiating, executing and delivering Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (to the extent required to consummate the transactions contemplated hereunder) (including any “market flex” provisions related thereto) or on such other terms acceptable to Ultimate Parent and its financings sources; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding, would be satisfied, cause the financing providers to fund the full amount of the applicable DIP Debt Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure extent the proceeds thereof are needed to grant adequate protection that Second Lien Creditor is permitted fund transactions contemplated hereunder. Ultimate Parent shall give the Company reasonably prompt notice of any breach, repudiation or threatened (in writing) breach or repudiation by any party to seek the Debt Commitment Letter of which Ultimate Parent or its Affiliates becomes aware. Without limiting Ultimate Parent’s other obligations under this Section 6.5 in connection therewith) and5.15, if DIP a Financing is involved Failure Event occurs, Ultimate Parent shall (A) promptly notify the Company of such Financing Failure Event and any permitted objection of Second Lien Creditor is withdrawnthe reasons therefor, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens (B) use commercially reasonable efforts to obtain alternative financing from alternative financing sources (on terms not materially less favorable to Ultimate Parent (as determined in the Collateral reasonable judgment of Ultimate Parent, taking into account any “market flex” provisions related to the Debt Commitment Letter) than those contained in the Debt Commitment Letter), in an amount sufficient, together with other financial resources of Ultimate Parent, Parent and Merger Sub, to pay the aggregate Merger Consideration, Option Payments and RSU Payments pursuant to this Agreement and consummate the transactions contemplated by this Agreement, as promptly as practicable following the occurrence of such event, and (C) if and in when obtained, provide the Company with a true and complete copy of a new financing commitment that provides for such alternative financing. Ultimate Parent shall have the right from time to time to amend, modify, supplement, restate, assign, substitute or replace any other assets of the Debtor Debt Commitment Letter or any Debt Financing Document from the same and/or an alternative Financing Source; provided, that may serve as collateral (including avoidance actionsany such amendment, modification, supplement, restatement, assignment, substitution or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it replacement shall not, and nor shall any without the prior written consent of the Second Lien ClaimholdersCompany (such consent not to be unreasonably withheld, directly conditioned or indirectly, provide, offer delayed) (1) add any conditions precedent or other contingencies related to provide, or support any DIP the funding of the Debt Financing secured by a Lien senior to or pari passu with on the Liens securing Closing Date (beyond the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions) that would result in the conditions to such funding being materially less likely to be satisfied or (2) be reasonably expected to impede or delay in any material respect the consummation of the Merger and the other transactions contemplated by this Agreement. IfFor purposes of this Section 5.15 and Section 5.16 below, in connection with any Cash Collateral use or DIP references to “Debt Financing, any Liens on ” shall include the Collateral held financing contemplated by the First Lien Claimholders Debt Commitment Letter as permitted to secure be amended, modified, supplemented, restated, assigned, substituted or replaced by this Section 5.15 (including in the First Lien event of a Financing Failure Event) and references to “Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,Financing Documents” or fees owed “Debt Commitment Letter” shall include such documents as permitted to be amended, modified, supplemented, restated, assigned, substituted or replaced by this Section 5.15 (including in the United States Trustee, and so long as event of a Financing Failure Event). Ultimate Parent shall be permitted to reduce the amount of such surcharge, claim, carve out or fee is reasonable Debt Financing under the circumstancesDebt Commitment Letter in its reasonable discretion, then provided, that Ultimate Parent shall not reduce the Liens Debt Financing to an amount committed below the amount that is required, together with other financial resources of Ultimate Parent, Parent and Merger Sub including cash, cash equivalents and marketable securities of Ultimate Parent, Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Collateral Closing Date, to consummate the Merger on the terms contemplated by this Agreement, and provided, further, that such reduction shall not (I) add any conditions precedent or other contingencies related to the funding of the Second Lien Claimholders securing Debt Financing on the Second Lien Debt shall also be subordinated Closing Date (beyond the Financing Conditions) that would result in the conditions to such interest funding being materially less likely to be satisfied or claim (II) be reasonably expected to impede or delay in any material respect the consummation of the Merger and shall remain subordinated the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Debt Financing to the Liens on extent permitted by the Collateral Debt Commitment Letter and subject to the conditions contained therein shall not be deemed to violate Ultimate Parent’s or Parent’s obligations under this Agreement. Ultimate Parent shall consult with and keep the Company informed in reasonable detail of the First Lien Claimholders consistent with this Agreementstatus of Ultimate Parent’s efforts to arrange the Debt Financing.

Financing. If the Debtor shall be subject Purchaser has delivered to any Insolvency Proceeding Seller true and if First Lien Creditor consents to the use of cash collateral (as such term is defined in Section 363(a) complete, fully-executed copies of the Bankruptcy Codedebt and equity commitment letters, dated as of October 3, 2013 among Purchaser; hereinCitigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates; Bank of America, N.A.; Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated; Barclays Bank PLC; Xxxxxx Xxxxxxx Senior Funding, Inc.; and Natixis, New York Branch and including all exhibits, schedules, annexes and amendments to such agreements in effect as of the date hereof (the “Cash CollateralCommitment Letters”), on pursuant to which First Lien Creditor has a Lien or consents and subject to the Debtor obtaining financing provided under Section 364 terms and conditions thereof each of the Bankruptcy Code or any similar provision parties thereto (other than Purchaser), has severally agreed and committed to provide the debt financing set forth therein (“Debt Financing”) and Purchaser has received a commitment in respect of any other Bankruptcy Law the equity financing set forth therein (such financing“Equity Financing,” and together with the Debt Financing, a collectively the “DIP Financing”). The Commitment Letters have not been amended, restated or otherwise modified or waived prior to the Execution Date and if the respective commitments contained in the Commitment Letters have not been withdrawn, modified or rescinded in any respect prior to the date hereof. As of the date hereof, the Commitment Letters are in full force and effect and constitute the legal, valid and binding obligation of each of Purchaser and the other parties thereto, except as such Cash Collateral use enforcement may be limited by laws affecting the enforcement of creditors’ rights generally or DIP by general equitable principles. There are no conditions precedent to the funding of the full amount of the Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections as expressly set forth in the Commitment Letters. There are no other agreements, side letters or arrangements that would permit the parties to the failure Commitment Letters to grant adequate protection reduce the amount of the Financing or that Second Lien Creditor is permitted would otherwise affect the availability of the Financing. The Commitment Letters provide Purchaser with binding financial commitments that, when funded at Closing, provide it with sufficient funds to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in pay the Collateral (Final Purchase Price and in to pay any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) amounts required to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that be paid by it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use the consummation of the transactions contemplated by this Agreement. As of the date hereof, (A) no event has occurred that would constitute a breach or DIP Financingdefault (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Purchaser under the Commitment Letters or, to the Knowledge of Purchaser, any Liens other party to the Commitment Letters and (B) Purchaser has no reason to believe that the conditions to the Financing will not be satisfied or that the Financing will not be available to Purchaser on the Collateral held by the First Lien Claimholders Closing Date. Purchaser has fully paid all fees required to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed be paid prior to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated date hereof pursuant to the Liens on Commitment Letters and will pay any additional fees required to be paid pursuant to the Collateral of the First Lien Claimholders consistent with this AgreementCommitment Letters.

Financing. If (a) Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Debtor Debt Financing as promptly as practicable following the date hereof and to consummate the Debt Financing on the Closing Date. Such actions shall include commercially reasonable efforts to: (i) maintain in effect the Debt Commitment Letters; (ii) satisfy on a timely basis all Financing Conditions; (iii) negotiate, execute and deliver definitive agreements and other documentation (“Debt Financing Documents”) that reflect the terms contained in the Debt Commitment Letters; and (iv) in the event that the conditions set forth in Section 6.1 and the Financing Conditions have been satisfied or, upon funding would be satisfied, cause the financing providers to fund the Debt Financing in an amount sufficient, together with available cash, to consummate the Transactions. Buyer shall give the Company prompt notice of any breach, repudiation, or threatened or anticipated breach or repudiation, by any party to a Debt Commitment Letter of which Buyer or its Affiliates becomes aware. Without limiting Buyer’s other obligations under this Section 4.8(a), if a Financing Failure Event occurs Buyer shall (x) promptly notify Seller of such Financing Failure Event and the reasons therefor, (y) use commercially reasonable efforts to obtain alternative financing, in an amount sufficient, together with available cash, to consummate the Transactions, as promptly as practicable following the occurrence of such event, and (z) use commercially reasonable efforts to obtain, and when obtained, provide Seller with a copy of, a new financing commitment, subject only to any Insolvency Proceeding and if First Lien Creditor consents financing conditions substantially comparable to the use Financing Conditions, that provides for such alternative financing. Neither Buyer nor any of cash collateral its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace a Debt Commitment Letter or any Debt Financing Document except for (as a) substitutions and replacements pursuant to the immediately preceding sentence or (b) if such term amendment, modification, supplement, restatement, assignment, substitution or replacement is defined in Section 363(anot reasonably likely to (x) impair or materially delay the funding of the Bankruptcy Code; hereinDebt Financing or (y) impair or materially delay the Closing. Upon any such amendment, “Cash Collateral”supplement, modification or replacement of a Debt Commitment Letter or Debt Financing Document in accordance with this Section 4.8(a), on which First Lien Creditor has a Lien the term “Debt Commitment Letter” shall include such “Debt Commitment Letter” as so amended, supplemented, modified or consents replaced. Notwithstanding anything herein to the Debtor obtaining financing provided contrary, in no event shall “commercially reasonable efforts” of Buyer under this Section 364 4.8 be deemed or construed to require Buyer to instigate or pursue litigation against any of the Bankruptcy Code or any similar provision Debt Financing Sources. For purposes of any other Bankruptcy Law (such financingthis Agreement, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents to the use of cash collateral (as such term is defined in Section 363(a) 4.7 of the Bankruptcy Code; hereinBuyer’s Disclosure Letter sets forth true, accurate and complete copies of executed commitment letters from (i) the Lenders as the same may be amended and replaced in accordance with Section 6.13, (collectively, the “Cash CollateralDebt Commitment Letters”), on which First Lien Creditor has a Lien or consents pursuant to which, and subject to the Debtor obtaining financing provided under Section 364 terms and conditions thereof, the Lenders have committed to lend the amounts set forth therein, and assist in the placement of debt securities the Bankruptcy Code or any similar provision proceeds of any other Bankruptcy Law which will be provided, to Buyer, Holdings and Merger Sub for the purpose of funding the transactions contemplated by this Agreement (such financing, a the “DIP Debt Financing”); and (ii) the Equity Sponsors, (the “Equity Commitment Letters” and if such Cash Collateral use or DIP together with the Debt Commitment Letters, the “Commitment Letters”) pursuant to which the Equity Sponsors have committed to invest the amounts set forth therein subject to the terms therein (the “Equity Financing” and together with the Debt Financing, as applicablethe “Financing”). Each of the Debt Commitment Letters, meets in the applicable DIP Financing Conditionsform so delivered, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financingis a legal, as applicable (other than objections valid and binding obligation of Buyer, Holdings and Merger Sub and, to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith)Knowledge of the Buyer Parties as of the date hereof, andthe other parties thereto. Each of the Equity Commitment Letters, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (form so delivered, is a legal, valid and binding obligation of Buyer and the Equity Sponsors. As of the date of this Agreement, none of the Commitment Letters has been amended or modified and the respective commitments set forth in the Commitment Letters have not been withdrawn or rescinded in any other assets respect. As of the Debtor that may serve as collateral (including avoidance actionsdate of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use part of Buyer, Holdings or DIP Financing, as applicable, meets some, but not all, Merger Sub under any term or condition of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority DebtCommitment Letters; provided, however, that the First Lien Creditor may withhold its consent or object no representation is made with respect to any DIP Financing proposed default or breach occurring by Second Lien Creditor reason of matters relating to the Company or any Second Lien Claimholder which is proposed if First Lien Creditor of its Subsidiaries. As of the date of this Agreement, none of the Buyer Parties has not proposed any reason to believe that it will be unable to satisfy on a timely basis any term or consented condition of the closing to DIP Financing which satisfies be satisfied by it contained in any of the DIP Financing ConditionsCommitment Letters. IfBuyer, in connection with Holdings or Merger Sub has fully paid any Cash Collateral use and all commitment fees or DIP Financing, any Liens on the Collateral held other fees required by the First Lien Claimholders Commitment Letters to secure be paid on or before the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount date of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.this

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents to the use of cash collateral (as such term is defined in Section 363(aa) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”)Parent shall, and if such Cash Collateral shall cause each of its Subsidiaries to, use its reasonable best efforts to take, or DIP Financingcause to be taken, as applicableall actions and to do, meets or cause to be done, all things necessary, proper or advisable to arrange and consummate the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use on the terms and conditions described in or raise no objection to such DIP Financing, as applicable (other than objections to contemplated by the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral Commitment Papers (including avoidance actions, or the proceeds thereof) for such DIP Financingany “flex” provisions) to the Liens securing extent required, when taken together with cash or cash equivalents held by Parent and the Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, to refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture and to pay cash in lieu of fractional shares in accordance with Section 4.2(f), including using reasonable best efforts to (i) maintain in effect the Commitment Papers, (ii) satisfy (or, if determined advisable by Parent in its reasonable discretion, obtain the waiver of) on or prior to the Closing Date all conditions to funding and availability of the Financing contained in the Commitment Papers and such DIP Financingdefinitive agreements for the Financing to be entered into pursuant thereto, in each case, that are within the control of Parent, (iii) negotiate and enter into definitive agreements with respect to the Financing contemplated by the Commitment Papers on terms and conditions not materially less favorable to Parent, taken as a whole, than those described in the Commitment Papers (including any “flex” provisions contained therein) on or prior to the Closing Date, (iv) enforce its rights under the Commitment Papers and (v) in the event that all conditions to funding and availability of the Financing contained in the Commitment Papers have been satisfied or waived, consummate the Financing contemplated by the Commitment Papers. If In the event any portion of the Financing contemplated by the Commitment Papers becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Commitment Papers for any reason and such Cash Collateral portion is necessary to refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay cash in lieu of fractional shares in accordance with Section 4.2(f) and to pay the fees and expenses relating to the Merger and the Financing (A) Parent shall promptly notify the Company in writing and (B) Parent shall, and shall cause each of its Subsidiaries to, use or DIP Financingits reasonable best efforts to obtain, as applicable, meets some, but not all, of promptly as practicable following the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount occurrence of such surchargeevent, claim, carve out or fee is reasonable under alternative financing for any such portion from alternative sources (the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to “Alternative Financing”) in an amount not less than such interest or claim unavailable and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.necessary funds and which (1) does not involve terms and conditions that,

Financing. If (a) On or prior to the Debtor shall date hereof, Parent has delivered to the Company true, accurate and complete copies of (i) the fully executed debt commitment letter, dated as of the date of this Agreement, by and among inter alia Parent and the Financing Parties specified therein (the “Initial Debt Commitment Letter”) and (ii) the executed fee letter(s), dated as of the date of this Agreement, referenced therein, relating to fees and other terms with respect to the Debt Financing contemplated by such Initial Debt Commitment Letter (with only fee amounts and customary pricing and other economic terms (including “market flex” provisions) redacted, none of which redacted provisions would reasonably be expected to affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing) (such Initial Debt Commitment Letter, all exhibits, schedules, term sheets, annexes, supplements, amendments and other modifications thereto that are permitted under Section 5.22 and any fee letter(s) with respect thereto of the type described in this subclause (ii) (in each case together with joinders to add additional Financing Parties), the “Debt Commitment Letters”). Pursuant to the Debt Commitment Letters as in effect on the date hereof, and subject to the terms and conditions thereof, the Financing Parties party thereto have committed to lend Parent and/or its Subsidiaries party thereto the amounts set forth in the Debt Commitment Letters for the purposes set forth therein (the debt financing contemplated in the Debt Commitment Letters, together with any Insolvency Proceeding and if First Lien Creditor consents to replacement debt financing permitted hereunder, including any bank financing or debt securities issued in lieu thereof, the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Debt Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If Parent has obtained a commitment letter (the Debtor shall be "Commitment Letter") (a true, complete and executed copy of which has been delivered to Company) from UBS AG, Stamford Branch; UBS Warburg LLC; Credit Suisse First Boston, Cayman Islands Branch; Canadian Imperial Bank of Commerce; and CIBC World Markets Corp. (collectively, "Lender") pursuant to which Lender has agreed to provide Parent and Merger Sub, subject to any Insolvency Proceeding the conditions set forth in the Commitment Letter and if First Lien Creditor consents the market-flex provisions set forth in the fee letter referred to in the use of cash collateral Commitment Letter and no other conditions, funds that, together with the Equity Commitment (as defined in this Section 4.2(e)) and cash on-hand of Company at the Effective Time (in such term is amount as contemplated by the Commitment Letter), would enable Parent and Merger Sub to timely perform their obligations to (i) pay in full (A) the aggregate Offer Consideration, (B) the aggregate Merger Consideration, (C) the aggregate Option Consideration, and (D) all fees and expenses payable by Parent, Merger Sub and the Surviving Corporation in connection with this Agreement and the transactions contemplated by this Agreement and (ii) satisfy and discharge the aggregate principal amount of the Notes (as defined in Section 363(a6.10), together with all accrued and unpaid interest and any required premium or prepayment penalty thereon, pursuant to the Notes Tender Offer (as defined in Section 6.10) as contemplated by Section 6.10 and the Commitment Letter (such aggregate debt financing to satisfy clauses (i) and (ii) obtained pursuant to the Commitment Letter or any alternate financing obtained by Parent from one or more other sources on terms reasonably satisfactory to Company, the "Transaction Financing"). The Commitment Letter is in full force and effect and has not been amended. Parent and Merger Sub are not aware of any fact or occurrence that makes any of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien assumptions set forth in the Commitment Letter unreasonable or consents would result in any of the conditions set forth in the Commitment Letter not being satisfied prior to the Debtor obtaining Outside Date. Lender has not advised either Parent or Merger Sub or any of their respective affiliates of any reason why the financing contemplated by the Commitment Letter will not be consummated in accordance with its terms. All commitment and other fees required to be paid pursuant to the Commitment Letter and the fee letter referred to therein on or prior to the date of this Agreement have been paid. The total equity financing to be provided under Section 364 to Parent and Merger Sub that is contemplated by the Commitment Letter (the "Equity Commitment") will consist of equity contributed to Parent by private equity funds managed by Harvest Partners, Inc. and investors in such private equity funds. As of the Bankruptcy Code or any similar provision date of any other Bankruptcy Law (this Agreement, such financingprivate equity funds and such investors have, a “DIP Financing”)collectively, and if such Cash Collateral use or DIP Financingat all times prior to the Effective Time, as applicablewill have, meets the applicable DIP Financing Conditionscollectively, then Second Lien Creditor unconditionally agrees that it will consent funds readily available to such Cash Collateral use or raise them, subject to no objection to such DIP Financing, as applicable conditions (other than objections (1) advance notice requirements, (2) the conditions in favor of Parent and Merger Sub set forth in this Agreement and Exhibit A to this Agreement and (3) other non-material conditions capable of being satisfied prior to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewithOffer Completion Date), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in to fund the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementEquity Commitment.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use Company true and complete copies of cash collateral (i) the executed equity commitment letter, dated as such term is defined in Section 363(a) of the Bankruptcy Code; herein, date of this Agreement (the “Cash CollateralEquity Financing Commitment”), on pursuant to which First Lien Creditor 3G Special Situations Fund II L.P. (“Sponsor”) has a Lien or consents committed, upon the terms and subject to the Debtor obtaining financing provided under Section 364 of conditions thereof, to invest in Parent the Bankruptcy Code or any similar provision of any other Bankruptcy Law cash amount set forth therein (such financing, a the “DIP Equity Financing”), and if (ii) the executed commitment letter, dated as of the date hereof, among Parent, X.X. Xxxxxx Xxxxx Bank, N.A., X.X. Xxxxxx Securities LLC, and Barclays Bank PLC (the “Debt Commitment Letter”), pursuant to which the lenders party thereto have agreed, upon the terms and subject to the conditions thereof, to lend the amounts (which includes up to $900,000,000.00 in bridge financing (the “Bridge Financing”) to be utilized in the event the placement of senior notes (the “High Yield Financing”) is not consummated) set forth therein for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses and the refinancing of any outstanding indebtedness of the Company (including under the Existing Credit Agreement) (the ‘‘Debt Financing” and, together with the Equity Financing, the “Financing”). The Debt Commitment Letter and the related Fee Letter and the Equity Financing Commitment are referred to collectively in this Agreement as the “Financing Agreements”. None of the Financing Agreements has been amended or modified prior to the date of this Agreement, no such Cash Collateral use amendment or DIP modification is contemplated and none of the respective commitments contained in the Financing Agreements have been withdrawn or rescinded in any respect. As of the date of this Agreement, the Financing Agreements are in full force and effect. Except for a fee letter and fee credit letter relating to fees with respect to the Debt Financing and an engagement letter (complete copies of which have been provided to the Company, with only the fee amounts and certain economic terms of the market flex (none of which would adversely effect the amount or availability of the Debt Financing) redacted), as of the date of this Agreement there are no side letters or other agreements, Contracts or arrangements related to the funding or investment, as applicable, meets of the applicable DIP Financing Conditionsother than as expressly set forth in the Financing Agreements delivered to the Company prior to the date hereof. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Agreements that are payable on or prior to the date hereof. The only conditions precedent or other contingencies related to the obligations of the Sponsor to fund the full amount of the Equity Financing and lenders to fund the full amount of Debt Financing are those expressly set forth in the Equity Financing Commitment and the Debt Commitment Letter, then Second Lien Creditor unconditionally agrees respectively. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent, Sub or any direct investor in Parent under any term, or a failure of any condition, of the Financing Agreements or otherwise be reasonably likely to result in any portion of the Financing contemplated thereby to be unavailable. As of the date of this Agreement, neither Parent nor Sub has any reason to believe that it will consent be unable to such Cash Collateral use satisfy on a timely basis any term or raise no objection condition of the Financing Agreements required to such DIP Financingbe satisfied by it. Based on the terms and conditions of this Agreement, as applicable the proceeds from the Financing will be sufficient to provide Parent and Sub with the funds necessary to pay the aggregate Offer Price and Merger Consideration, the Equity Awards Amount, any repayment or refinancing of debt contemplated in this Agreement or the Financing Agreements (other than objections to including repayment of indebtedness under the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewithExisting Credit Agreement), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any payment of all other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) amounts required to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, be paid in connection with any Cash Collateral use the consummation of the transactions contemplated by this Agreement and to allow Parent and Sub to perform all of their obligations under this Agreement and pay all fees and expenses to be paid by Parent or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed Sub related to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with transactions contemplated by this Agreement.. [...]

Financing. If (a) Prior to the Debtor Closing Date, the Companies shall be subject provide, and cause their Subsidiaries to any Insolvency Proceeding provide, and if First Lien Creditor consents shall request that their respective officers, employees, agents, accountants and advisors provide, to Buyer such cooperation and assistance as is reasonably requested by Buyer in connection with one or more debt financing transactions (“Debt Financings”), including using their reasonable best efforts to (i) furnish Buyer and one or more potential sources of a Debt Financing (“Debt Financing Sources”) with such financial and other information relating to the Companies and their Subsidiaries as Buyer shall reasonably request in order to consummate a Debt Financing, including (x) delivery (within 45 days of the end of the applicable fiscal quarter) of unaudited consolidated balance sheets and related unaudited consolidated statements of operations and cash flows of Panadero Corp and its Subsidiaries and Panadero Aggregates and its Subsidiaries as of and for each fiscal quarter subsequent to the fiscal quarter ended March 31, 2017 (other than the fiscal quarter ended December 31, 2017) ended prior to the Closing Date and (y) in the event the Closing Date occurs after the date that is 60 days following December 31, 2017, delivery (within 60 days of December 31, 2017) of audited consolidated balance sheets and related audited consolidated statements of operations and cash flows of Panadero Corp and its Subsidiaries and Panadero Aggregates and its Subsidiaries for the fiscal year ended December 31, 2017, (ii) assist in the preparation of pro forma financial statements, (iii) use commercially reasonable efforts to cause its independent accountants to provide reasonable assistance to Buyer consistent with their customary practice (including to provide and consent to the use of cash collateral their audit reports relating to the Companies (as such term is defined in Section 363(a) including, for the avoidance of doubt, the audit reports of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 consolidated financial statements of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”Companies and their Subsidiaries), and if such Cash Collateral use or DIP Financingany necessary “comfort letters”, as applicablein each case, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (on customary terms and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu consistent with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, their customary practice in connection with any Cash Collateral use or DIP the Debt Financing) and (iv) cooperate reasonably with the Debt Financing Sources’ due diligence, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, extent customary and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementreasonable.

Financing. If Parent has available cash resources and financing in an amount sufficient to enable Purchaser to purchase Company Shares pursuant to the Debtor shall be Offer, to consummate the Merger and to otherwise perform its obligations under this Agreement. Without limiting the foregoing, Purchaser has delivered to the Company true and complete copies of executed commitment letters, dated May 14, 2007 from General Electric Capital Corporation, UBS Loan Finance LLC and UBS Securities LLC (the "Debt Commitment Letters"), pursuant to which the lender parties thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding the consideration payable by Parent and the Purchaser in respect of the Company Shares and Company Options (the "Debt Financing"). As of the date of this Agreement: (i) the Debt Commitment Letters have not been amended or modified; and (ii) none of the commitments contained in the Debt Commitment Letters have been withdrawn or rescinded in any Insolvency Proceeding and if First Lien Creditor consents respect. There are no conditions precedent or other contingencies related to the use of cash collateral (as funding by such term is defined in Section 363(a) lenders of the Bankruptcy Code; hereinfull amount of the Debt Financing, “Cash Collateral”)other than as set forth in or contemplated by the Debt Commitment Letters. As of the date of this Agreement, on which First Lien Creditor has a Lien or consents and assuming the accuracy of the Company's representations set forth in this Agreement and the Company's compliance with its covenants set forth in this Agreement, in each case such that the conditions to the Debtor obtaining financing provided under Section 364 of Debt Financing contemplated by the Bankruptcy Code or Debt Commitment Letters are satisfied, neither Parent nor Purchaser has any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees reason to believe that it will consent be unable to such Cash Collateral use satisfy on a timely basis any term or raise no objection condition to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens be satisfied by it contained in the Collateral (Debt Commitment Letters. Parent or Purchaser will fully pay any and in any other assets of the Debtor all commitment fees that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met incurred and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved are due and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, payable in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, Financing as and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementwhen they become payable.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents (a) Subject to the terms and conditions of this Agreement, Parent shall use of cash collateral its commercially reasonable efforts to obtain the Debt Financing on the terms and conditions (as such term is defined including “market flex” provisions) described in Section 363(athe Debt Financing Commitment, including using its commercially reasonable efforts to (i) of comply with its obligations under the Bankruptcy Code; herein, Debt Financing Commitment and any definitive agreements related thereto (the “Cash CollateralDebt Financing Documents”), (ii) maintain in effect the Debt Financing Commitment, (iii) negotiate and enter into Debt Financing Documents on which First Lien Creditor has a Lien timely basis on terms and conditions (including the “market flex” provisions) contained in the Debt Financing Commitment or consents otherwise not materially less favorable with respect to conditionality to Parent in the aggregate than those contained in the Debt Financing Commitment, (iv) satisfy on a timely basis all conditions contained in the Debt Financing Commitment that are applicable to Parent and within its control, including the payment of any commitment, engagement or placement fees required as a condition to the Debtor obtaining financing provided Debt Financing and (v) if all conditions to the Debt Financing Commitment have been satisfied, cause the Commitment Parties to consummate the Debt Financing at or prior to the Closing Date (it being understood that it is not a condition to Closing under Section 364 this Agreement for Parent to obtain the Debt Financing). Parent shall give the Company prompt notice upon having knowledge of any breach by any Commitment Party under the Debt Financing Documents or any termination of any of the Bankruptcy Code Debt Financing Documents. Other than as set forth in this Section 6.16, Parent shall not, without the prior written consent of the Company, amend, modify, supplement or waive any of the conditions or contingencies to funding contained in the Debt Financing Documents or any similar other provision of any other Bankruptcy Law (such financingof, a “DIP Financing”)or remedies under, and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Debt Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable Documents (other than objections in accordance with the “market flex” provisions), in each case to the failure extent such amendment, modification, supplement or waiver (i) would reasonably be expected to grant adequate protection have the effect of (A) adversely affecting the ability of Parent to timely consummate the Merger and other transactions contemplated by this Agreement or (B) delaying the Closing or (ii) contains conditions and other terms that Second Lien Creditor is permitted would reasonably be expected to seek under affect the availability of the Debt Financing that are more onerous, taken as a whole, than those conditions and terms contained in the Debt Financing Commitment as of the date hereof; provided that notwithstanding any other provision of this Agreement, Parent shall be entitled from time to time to (x) amend, restate, replace, supplement or otherwise modify, or waive any of its rights under, the Debt Financing Commitment or substitute other financing for all or any portion of the Debt Financing from the same or alternative financing sources, and (y) amend, restate, replace, supplement or otherwise modify the Debt Financing Commitment for the purpose of adding agents, co-agents, lenders, arrangers, bookrunners or other persons that have not executed the Debt Financing Commitment as of the date hereof, in each case, subject to subclauses (i) and (ii) above. Upon any such amendment, supplement or modification, in accordance with the terms of this Section 6.5 in connection therewith6.16(a), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee term “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If Parent has provided the Debtor shall Company true and complete copies of (i) the commitment letter from the parties named therein relating to the debt financing to be provided in connection with the Transactions (the “Debt Commitment Letter”) and (ii) the commitment letter from Golden Gate Private Equity, Inc. relating to the equity financing to be provided in connection with the Transactions (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”). The financings contemplated by the Commitment Letters, together with the amounts required to be made available by the Company pursuant to Section 2.03, will provide sufficient funds to permit Merger Sub, subject to any Insolvency Proceeding the satisfaction of all relevant conditions set forth in the Commitment Letters and if First Lien Creditor consents in this Agreement, to satisfy its obligations under Section 2.03 hereof, in reliance on the representations and warranties of the Company made in Section 3.03 hereof. The Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent, and to the use knowledge of cash collateral (as Parent, the other parties thereto, subject to the qualification that such term enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered. The Equity Commitment Letter, in the form so delivered, is defined in Section 363(a) a legal, valid and binding obligation of each of Parent and the other party thereto, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered. As of the Bankruptcy Code; hereindate hereof, “Cash Collateral”)no event has occurred that with or without notice, lapse of time or both, would, individually or in the aggregate, constitute a default or breach on which First Lien Creditor has a Lien the part of Parent or consents to the Debtor obtaining financing provided any of its affiliates under Section 364 any material term or condition of the Bankruptcy Code Debt Commitment Letter or any similar provision Equity Commitment Letter. As of any other Bankruptcy Law (such financingthe date hereof, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees Parent has no reason to believe that it will consent be unable to such Cash Collateral use satisfy, on a timely basis, any material term or raise no objection condition of funding to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate be satisfied by it or any of its Liens affiliates contained in the Collateral (and in Debt Commitment Letter or Equity Commitment Letter, it being agreed, for the avoidance of doubt, that no representation or warranty is made with respect to any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based matter dependent upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruledfinancial performance of, or otherwise eliminatedinvolving, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, Company or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer its subsidiaries. All commitment fees required to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable be paid under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also Commitment Letters have been paid in full or will be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementduly paid in full when due.

Financing. If Buyer acknowledges that its obligation to consummate the Debtor shall transactions contemplated by this Agreement is not and will not be subject to the receipt by Buyer of any Insolvency Proceeding financing or the consummation of any transaction other than the occurrence of the ABI Transaction Closing (and if First Lien Creditor consents Buyer further acknowledges that it has no termination rights regarding such financing). As of the date of this Agreement, Buyer has delivered to ABI true, correct and complete copies of the executed commitment letter from the Financing Sources (including all exhibits, schedules, and annexes to each such letter as and to the use extent delivered to ABI on or prior to the date of cash collateral (as such term is defined in Section 363(a) of this Agreement, collectively, the Bankruptcy Code; herein, “Cash CollateralOriginal Commitment Letter”), on a copy of which First Lien Creditor has is attached hereto as Exhibit A, together with any related fee letters (provided that the existence or amount of fees, “market flex” provisions, pricing terms and pricing caps set forth therein, none of which would reasonably be expected to adversely affect the availability of the Financing, or reduce the aggregate principal amount thereof, may be redacted in a Lien customary manner), pursuant to which the counterparties thereto have committed to provide the financing described therein in connection with the transactions contemplated hereby. The Original Commitment Letter and any other commitment letter (including any replacement of the Original Commitment Letter) executed in accordance with Section 5.04, as replaced, amended, supplemented, modified or consents waived in accordance with Section 5.04, including all exhibits, schedules and annexes to such letters, are hereinafter referred to together as the “Commitment Letter”. The financing contemplated pursuant to the Debtor obtaining financing provided under Section 364 Commitment Letter (including, for the avoidance of doubt, any debt, equity or securities offering contemplated thereby) is hereinafter referred to as the “Financing”. As of the Bankruptcy Code date of this Agreement, the Original Commitment Letter has not been withdrawn, terminated, rescinded, amended or otherwise modified in any respect. There are no agreements, side letters or arrangements (a) to which Buyer or any similar provision of its Affiliates is a party relating to the Financing or (b) between Buyer or any other Bankruptcy Law (such financingof its Affiliates, a “DIP Financing”)on the one hand, and if such Cash Collateral use providers of debt or DIP Financingequity financing or any of their respective Affiliates, as applicableon the other hand, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent have not been disclosed to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections ABI prior to the failure to grant adequate protection date hereof and that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), could affect the availability of the Financing. The Commitment Letter constitutes the legally valid and binding obligation of Buyer and each of its applicable Affiliates and, if DIP Financing is involvedto the knowledge of Buyer, Second Lien Creditor will subordinate the other parties thereto, enforceable in accordance with its Liens terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally or by general equitable principles (whether in the Collateral (and in any other assets equity or at law). As of the Debtor that may serve as collateral (including avoidance actionsdate hereof, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, neither Buyer nor any of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor Affiliates is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection breach of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholdersterms or conditions set forth in the Original Commitment Letter. As of the date hereof, directly no Financing Source has notified Buyer in writing of its intention to terminate the Original Commitment Letter or indirectlynot to provide the Financing. There are no conditions precedent related to the funding of the Financing, provide, offer other than as expressly set forth in the Commitment Letter. The aggregate proceeds available to provide, or support any DIP Financing secured be disbursed as provided under the Original Commitment Letter as of the date hereof are sufficient to enable Buyer to pay in cash all amounts required to be paid by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, it in cash in connection with the transactions contemplated hereby. As of the date hereof, Buyer has paid in full any Cash Collateral use or DIP Financing, any Liens on the Collateral held and all commitment and other fees required by the First Lien Claimholders to secure the First Lien Debt Original Commitment Letter that are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long due as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementdate hereof.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents (a) The Purchaser has delivered to the use Seller true and complete copies of cash collateral executed commitment letters with the lenders and arrangers party thereto (collectively, the “Lenders”) (including (i) all exhibits, schedules, annexes and amendments to such letters in effect as such term is defined in Section 363(a) of the Bankruptcy Code; hereindate of this Agreement (other than any fee letters) and (ii) any fee or engagement letters with the Lenders associated therewith that contain any conditions to funding or “flex” provisions, but excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) (collectively, the “Cash CollateralDebt Commitment Letters”), on pursuant to which First Lien Creditor has a Lien or consents the Lenders have agreed, subject to the Debtor obtaining financing provided under Section 364 of terms and conditions set forth therein, to lend the Bankruptcy Code or any similar provision of any other Bankruptcy Law amounts set forth therein for the transactions contemplated by this Agreement (such financing, a the “DIP Debt Financing”). The Purchaser has also delivered to the Seller a true and complete copy of the executed equity commitment letter (including all exhibits, schedules, annexes and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent amendments to such Cash Collateral use or raise no objection letter in effect as of the date of this Agreement), dated as of the date of this Agreement, between Parent and the Investor (the “Equity Commitment” and together with the Debt Commitment Letters, the “Financing Commitments”), pursuant to such DIP Financingwhich the Investor has agreed, as applicable (other than objections subject to the failure terms and conditions set forth therein, to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 invest in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien ClaimholdersParent, directly or indirectly, providethe cash amounts set forth therein for the purpose of funding a portion of the funds required to pay the Closing Payment upon the Closing pursuant to this Agreement (the “Equity Financing” and, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu together with the Liens securing Debt Financing, the First Lien Priority Debt; provided“Acquisition Financing”). The Financing Commitments, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection together with any Cash Collateral use or DIP Financingavailable cash of Parent and its Subsidiaries, any Liens will be sufficient for the Purchaser to consummate the transactions contemplated by this Agreement on the Collateral held terms and subject to the conditions set forth herein. The Purchaser or Parent has fully paid any and all commitment fees or other fees required by the First Lien Claimholders Financing Commitments to secure be paid on or before the First Lien Debt are subject date of this Agreement. The Seller is an express third party beneficiary of the Equity Commitment and is entitled to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trusteeenforce such agreement, and so long as the amount Investor has agreed, subject in all respects to Section 10.14(b), not to oppose the granting of such surchargean injunction, claim, carve out specific performance or fee is reasonable under the circumstances, then the Liens other equitable relief on the Collateral of basis that Parent or the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementSeller, as applicable, has an adequate remedy at law.

Financing. If the Debtor shall be subject to any Insolvency Proceeding Parent and if First Lien Creditor consents Merger Sub have delivered to the use of cash collateral (as such term is defined in Section 363(a) Company a true and complete copy of the Bankruptcy Code; hereindebt commitment letter, dated as of January 21, 2011, from Macquarie Capital (USA) Inc. and MIHI LLC (the “Cash CollateralDebt Financing Commitment”), on which First Lien Creditor has a Lien or consents to regarding the Debtor obtaining amounts set forth therein for the purposes of financing provided under Section 364 of the Bankruptcy Code or any similar provision of any Merger and the other Bankruptcy Law transactions contemplated by this Agreement and related fees and expenses (such financing, a the “DIP Debt Financing”). Parent and Merger Sub have delivered a true and complete copy of the equity commitment letter, dated as of the date of this Agreement, from the MidOcean Partners III, L.P. and its affiliated investment funds (the “Equity Financing Commitment” and 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”). The Financing Commitments, in the forms so delivered, are in full force and effect and are legal, valid and binding obligations of Parent and Merger Sub and, to the Knowledge of Parent, the other parties thereto. The Financing Commitments have not been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and if such Cash Collateral use the commitment contained in the Financing Commitments have not been withdrawn or DIP rescinded in any respect. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub or, to the Knowledge of Parent, any other party thereto under any term or condition of the Financing Commitments; provided that Parent is not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties in Article IV. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing other than as expressly set forth in the Financing Commitments. Parent has fully paid, or will fully pay when due, any and all commitment and other fees required to be paid in connection with the Financing Commitments. Assuming (i) the accuracy of Section 4.03 (except to a de minimis extent), (ii) the accuracy of all other representations and warranties set forth in Article IV in all material respects and (iii) the performance by the Company in all material respects of its obligations under Section 6.01, and that the Financing Commitments are fully funded, including the funding in full of the term loan in the amount of $410,000,000 under the Debt Financing, as applicablethe net proceeds of the Financing, meets together with the applicable DIP Financing Conditionsunrestricted cash or cash equivalents available to the Company, then Second Lien Creditor unconditionally agrees will be sufficient for the Parent and Merger Sub to pay the aggregate Merger Consideration and to pay all of the fees and expenses relating to the consummation of the Merger and the other transactions contemplated hereby. As of the date of this Agreement, Parent has no reason to believe that it will consent be unable to such Cash Collateral use satisfy on a timely basis any term or raise no objection condition of closing to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens be satisfied by it contained in the Collateral (and in Financing Commitments; provided that Parent is not making any other assets representation regarding the accuracy of the Debtor that may serve as collateral (including avoidance actionsrepresentations and warranties set forth in Article IV, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held compliance by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount Company of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementits obligations hereunder.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use Company true and complete copies of cash collateral (i) an executed commitment letter from each of Xxxxxx X. Xxx Equity Fund VI, L.P., Xxxxxx X. Xxx Parallel Fund VI, L.P. and Xxxxxx X. Xxx Parallel (DT) Fund VI, L.P. (collectively, “THL”) (such commitment letter together with the Stock Purchase Agreement (as such term is defined in Section 363(asuch commitment letter) and the other agreements contemplated by such commitment letter or the Stock Purchase Agreement, the “Initial Equity Financing Letter”) to make an equity investment in Black Knight Financial Services, Inc., a Subsidiary of Parent and the Bankruptcy Code; herein, parent company of Sub (“Cash CollateralNewCo”), on which First Lien Creditor has a Lien or consents subject to the Debtor obtaining financing provided under Section 364 of terms and conditions therein, in cash in the Bankruptcy Code or any similar provision of any other Bankruptcy Law aggregate amount set forth therein (such financing, a the “DIP Initial Equity Financing”), and if (ii) an executed commitment letter and Redacted Fee Letter from the financial institutions identified therein (collectively, the “Initial Debt Financing Commitment” and, together with the Initial Equity Financing Commitments, the “Initial Financing Commitments”) to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein (being collectively referred to as the “Initial Debt Financing” and, together with the Initial Equity Financing, collectively referred to as the “Initial Financing”). For purposes of this Section 3.02(g), in the event that Parent obtains Additional Financing Commitments, the representations and warranties set forth in this Section 3.02(g) shall be deemed to be made with respect to both the Initial Financing Commitments and the Additional Financing Commitments; provided that with respect to the Additional Financing Commitments and the Additional Financing, references to the “date of this Agreement” or the “date hereof” shall be deemed to be references to the “date of the Adjustment Notice”. As of the date hereof, neither of the Equity Financing Commitments nor the Debt Financing Commitment has been amended or modified, no such amendment or modification is contemplated (other than amendments or modifications permitted by Section 5.09(a)), and none of the respective obligations and commitments contained in such letters have been withdrawn, terminated or rescinded in any respect. Parent or Sub has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date of this Agreement. Assuming (A) the Financing is funded in accordance with the Financing Commitments, (B) the accuracy in all material respects of the representations and warranties set forth in Section 3.01(c) as of the date hereof and (C) compliance in all material respects by the Company with its covenants and agreements under Section 4.01(a), the net proceeds contemplated by the Financing Commitments, together with Parent and Company cash on hand, will in the aggregate be sufficient for Parent, Sub and the Surviving Corporation to pay the aggregate Cash Collateral use Consideration, all requisite payments of cash in lieu of fractional shares pursuant to Section 2.02(i), all requisite payments of dividends or DIP Financingother distributions pursuant to Section 2.01(c) and/or Section 2.02(j), Restricted Stock Consideration, Option Payments, payments in respect of the Designated Matching Contributions and the Retention Incentive Award Consideration (and any repayment or refinancing of debt required as a result of the Transactions) and any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses of Parent, Sub and the Surviving Corporation (collectively, the “Required Closing Cash Payments”) . As of the date hereof, the Debt Financing Commitment is (x) the legal, valid and binding obligations of Parent and Sub, as applicable, meets the applicable DIP Financing Conditionsand, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith)Knowledge of Parent and Sub, and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets each of the Debtor that may serve as collateral other parties thereto, (including avoidance actions, or the proceeds thereofy) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financingenforceable in accordance with their respective terms against Parent and Sub, as applicable, meets someand, but not allto the Knowledge of Parent and Sub, each of the applicable DIP other parties thereto, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors' rights and to general equity principles and (z) in full force and effect. The Equity Financing ConditionsCommitment is (x) the legal, then Second Lien Creditor unconditionally agrees valid and binding obligation of Parent and Sub and each of the other parties thereto, (y) enforceable in accordance with its terms against the parties thereto, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors' rights and to general equity principles and (z) in full force and effect. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Sub or, to the Knowledge of Parent, any other parties thereto under the Financing Commitments; provided that it will only withhold its consent Parent is not making any representation or warranty regarding the effect of (A) any inaccuracy in the representations and warranties set forth in Article III hereof or (B) the failure by the Company to such Cash Collateral use comply with any covenant or will only raise an objection agreement herein, as applicable. No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to such DIP constitute a default or breach on the part of Parent or Sub or any other parties thereto under the Equity Financing based upon Commitment. As of the DIP date of this Agreement, assuming satisfaction or (to the extent permitted by Law) waiver of the conditions to Parent's and Sub's obligation to consummate the Merger neither Parent nor Sub have any reason to believe that any of the conditions to the Financing Condition(s) which are not met and will not withhold its consent be satisfied or object that the Financing will not be made available to Parent or Sub on any the Closing Date. There are no conditions precedent or other basis (contingencies related to the funding of the full amount of the Financing, other than objections as expressly set forth in the Financing Commitments. As of the date of this Agreement, there are no Contracts or other agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) to which Parent or any of its Affiliates is a party related to the failure Financing other than as expressly contained in the Financing Commitments and delivered to grant adequate protection that Second Lien Creditor is permitted the Company prior to seek under Section 6.5 in connection therewith) the date hereof. Other than the Initial Equity Financing Letter and, if DIP applicable, the Additional Financing is involved Commitments, there are no Contracts or other agreements, arrangements or understandings (whether oral or written) or commitments to enter into agreements, arrangements or understandings (whether oral or written) between Parent or any of its Affiliates, on the one hand, and THL or any permitted objection of Second Lien Creditor is withdrawnits Affiliates, overruledon the other hand, which (A) contains additional or otherwise eliminated, Second Lien Creditor will subordinate its Liens adversely modified conditions or other contingencies to the availability of the Equity Financing relative to those contained in the Collateral Equity Financing Commitments, (and in any other assets B) would otherwise reasonably be expected to prevent or materially impair or delay the funding of the Debtor that may serve as collateral Equity Financing (including avoidance actions, or satisfaction of the conditions to the Equity Financing) on the Closing Date or the proceeds thereofClosing, (C) for such DIP Financing) adversely impacts the ability of Parent or Sub to enforce its rights against the other parties to the Liens securing such DIP Financing. If Equity Financing Commitments or (D) reduces the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any aggregate amount of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Equity Financing secured by a Lien senior to or pari passu with set forth in the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Equity Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementCommitments.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents (a) Prior to the use of cash collateral (as such term is defined in Section 363(a) of Effective Time, the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”)Company shall, and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate shall cause its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. IfSubsidiaries to, in connection with any Cash Collateral financing of Parent or any of its Subsidiaries undertaken in connection with the Merger (a “Financing”), upon request: (i) furnish the report of the Company’s auditor on the most recently available audited consolidated financial statements of the Company and its Subsidiaries and use reasonable efforts to obtain the consent of such auditor to the use of such report in accordance with normal custom and practice and use reasonable efforts to cause such auditor to provide customary comfort letters to the underwriters, initial purchasers or DIP placement agents, as applicable, in connection with any such Financing; (ii) furnish Parent and the Financing Sources with (A) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for each of the last three fiscal years ended more than 90 days prior to the closing date for such Financing and (B) unaudited consolidated balance sheets and related statements of income of the Company and its Subsidiaries for each fiscal quarter ended after the date of the most recent audited financial statements of such person and more than 45 days prior to the closing date for such Financing and unaudited statements of income and cash flows for the period elapsed from the beginning of the applicable fiscal year to the end of such fiscal quarter and, in each case, for the comparable periods of the preceding fiscal year (with respect to which, in the case of the Company, the independent auditors shall have performed an SAS 100, as amended by PCOAB standards, review, although such independent auditors will not be preparing, nor shall they be required to prepare, a written report concerning such SAS 100 review); provided that filing of the required financial statements on Form 10-K or Form 10-Q by the Company will satisfy the foregoing requirement; (iii) furnish such additional customary and readily available financial statements, schedules or other financial data relating to the Company and its Subsidiaries as may be reasonably necessary and reasonably requested by Parent in writing to consummate any such Financing; (iv) to the extent required by any initial purchasers, underwriters or placement agents in connection with conducting customary diligence for any such Financing, provide direct contact between (A) senior management and advisors, including auditors, of the Company and (B) the proposed Financing Sources or Parent’s auditors in connection with any Liens such Financing, at reasonable times and upon reasonable advance notice; (v) reasonably assist Parent and the Financing Sources by reviewing and commenting on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed business projections and pro forma financial statements; (vi) to the United States Trusteeextent such Financing is scheduled to close concurrently with the Effective Time, provide such customary information, documents, authorization letters and certificates, enter into definitive financing documents and take other reasonable actions that are or may be customary in connection with any such Financing (provided that such agreements, certificates and other documents entered into shall be conditioned upon, and so long shall not take effect prior to, the Effective Time); (vii) provide Parent with such customary and relevant information as is reasonably requested by Parent to allow Parent to prepare any necessary pledge or security agreements, certificates or other documents in connection with any such Financing and otherwise reasonably facilitate the amount pledging of, and granting, recording and perfection of security interests in share certificates, securities and other collateral, and obtaining surveys and title insurance as reasonably requested by Parent; provided that neither the Company nor any of its Subsidiaries is required to enter into any such surchargeagreement, claimcertificate or document, carve out pledge any collateral or fee is reasonable grant any lien or security interest or obtain a release of any existing lien or security interest prior to the Effective Time; and (viii) provide to the Financing Sources, at least five days prior to the closing date for such Financing, all documentation and other information with respect to the Company and its Subsidiaries that are required by regulatory authorities under the circumstancesapplicable “know your customer” and anti-money laundering rules and regulations, then including without limitation the Liens on USA PATRIOT Act of 2001, and requested by Parent or the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated Financing Sources at least 10 Business Days prior to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementclosing date for such Financing.

Financing. If the Debtor shall be subject to any Insolvency Proceeding Parent and if First Lien Creditor consents Merger Sub have delivered to the use Company true, correct and complete copies of cash collateral (a) the executed debt commitment letter, dated as such term is defined in Section 363(a) of October 1, 2020 among Parent, Merger Sub and the Bankruptcy Code; hereinDebt Financing Sources party thereto (including all exhibits, schedules and annexes thereto, as amended from time to time after the date hereof to the extent not prohibited by this Agreement, the “Cash CollateralDebt Commitment Letter”), on pursuant to which First Lien Creditor has a Lien or consents the Debt Financing Sources have committed, subject only to the Debtor obtaining financing terms and conditions set forth therein, to lend the aggregate amounts set forth therein (such lending and funding, the “Debt Financing”) for the purposes set forth therein, (b) the fee letter entered into by Parent, Merger Sub and the Debt Financing Sources in connection with the Debt Financing (the “Fee Letter”); provided under Section 364 that specific fee amounts and specific “market flex” terms, if any, none of which imposes, nor do they permit the Bankruptcy Code imposition of, any new conditions (or any similar provision the modification or expansion of any existing conditions) may have been redacted, and (c) the executed equity commitment letter, dated as of October 1, 2020, among Parent, the Guarantors and the other Bankruptcy Law parties thereto (such financingincluding all exhibits, a schedules and annexes thereto, as amended from time to time after the date hereof to the extent not prohibited by this Agreement, the “DIP FinancingEquity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”), pursuant to which the Guarantors have committed, subject to the terms and if conditions set forth therein, to make a cash equity contribution in the aggregate amount set forth therein (such Cash Collateral use equity contribution, the “Equity Financing” and, together with the Debt Financing, the “Financing”) for the purposes set forth therein. The Equity Commitment Letter provides that the Company is a third-party beneficiary thereto in accordance with the terms thereof. As of the date hereof, none of the Commitment Letters has been amended, supplemented or DIP Financingmodified, no such amendment, supplement or modification is contemplated or pending (other than amendments, supplements or modifications to the Debt Commitment Letter solely to add additional lenders, arrangers, bookrunners and similar entities), and the respective commitments contained in the Commitment Letters have not been withdrawn, terminated or rescinded in any respect and, to the knowledge of Parent and Merger Sub, no such withdrawal, termination or rescission is contemplated. Except for the Fee Letter and the Commitment Letters, there are no side letters or Contracts to which Parent, Merger Sub or any Affiliate of either thereof is a party related to the terms, provision, lending, funding or investing, as applicable, meets of the applicable DIP Financing or the transactions contemplated hereby. As of the date hereof, Parent and Merger Sub have fully paid (or caused to be paid) any and all commitment fees or other fees that are required to be paid pursuant to the Commitment Letters on or prior to the date hereof. The Commitment Letters are in full force and effect and are the legal, valid, binding and enforceable obligations of Parent, Merger Sub and, to the knowledge of Parent, each of the other parties thereto, to fund the full amount of the Financing subject only to the satisfaction or waiver of the Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent in each case subject to such Cash Collateral use or raise the Bankruptcy and Equity Exceptions. There are no objection conditions precedent to such DIP funding the full amount of the Financing (including pursuant to any market flex provisions with respect to the Fee Letter delivered in connection with the Debt Financing), as applicable (other than objections as expressly set forth in the Commitment Letters delivered to the failure Company prior to grant adequate protection that Second Lien Creditor is permitted the date hereof or as amended from time to seek under Section 6.5 in connection therewithtime to the extent not prohibited by the terms of this Agreement (such conditions, the “Financing Conditions”). As of the date hereof, andno event has occurred which, if DIP Financing is involvedwith or without notice, Second Lien Creditor will subordinate its Liens in lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the Collateral (and in part of Parent or Merger Sub or any of their respective Affiliates or, to the knowledge of Parent, any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek party thereto under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien ClaimholdersCommitment Letters, directly in each case that would reasonably be expected to prevent, delay or indirectlyimpede the Closing or (ii) result in any portion of the amounts to be provided, provideloaned, offer to provide, funded or support any DIP Financing secured by a Lien senior to or pari passu invested in accordance with the Liens securing Commitment Letters being unavailable on the First Lien Priority Debt; providedClosing Date. As of the date hereof and assuming satisfaction or waiver of the conditions set forth in Article VII, however, Parent has no reason to believe that any of the conditions precedent to the Financing contemplated by the Commitment Letters within the control of Parent and Merger Sub will not be satisfied or that the First Lien Creditor may withhold its consent full amount of the Financing will not be made available to Parent and Merger Sub in full on the Closing Date. Parent is not aware of the existence of any fact or object event that would or would reasonably be expected to cause such conditions precedent to the Financing contemplated by the Commitment Letters within the control of Parent and Merger Sub not to be satisfied or the full amount of the Financing not to be made available to Parent on the Closing Date. As of the date hereof, and assuming satisfaction or waiver of the conditions set forth in Article VII and the funding of the Financing in accordance with the Commitment Letters, Parent and Merger Sub will have on the Closing Date funds sufficient to pay all amounts payable by Parent or Merger Sub pursuant to Article II on the Closing Date and to pay any DIP Financing proposed and all fees and expenses required to be paid by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, Parent and Merger Sub in connection with any Cash Collateral use or DIP Financingthe transactions contemplated by this Agreement and the Financing (collectively, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed Financing Uses”). Notwithstanding anything herein to the United States Trusteecontrary, each of Parent and so long as Merger Sub acknowledges and agrees that neither the amount of such surcharge, claim, carve out receipt by Parent or fee is reasonable under Merger Sub nor the circumstances, then the Liens on the Collateral availability to Parent or Merger Sub of the Second Lien Claimholders securing the Second Lien Debt Financing or any other financing shall also be subordinated to such interest or claim and shall remain subordinated a condition to the Liens on the Collateral obligations of Parent or Merger Sub to consummate any of the First Lien Claimholders consistent with this Agreementtransactions contemplated hereby.

Financing. If Xxxxxx has entered into and has delivered to Holdco a true, complete and accurate fully executed copy of (a) the Debtor shall be Commitment Letter and (b) the Financing Letters, pursuant to which and subject to any Insolvency Proceeding the terms and if First Lien Creditor consents conditions thereof, the Financing Sources party thereto have committed to provide the ABL Financing for the purposes set forth in such Financing Letters. The Financing Letters (i) have not been amended, restated or otherwise modified or waived prior to the use execution and delivery of cash collateral (as such term is defined this Agreement, and the respective commitments contained therein have not been withdrawn, rescinded, amended, restated or otherwise modified in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents any respect prior to the Debtor obtaining financing provided under Section 364 execution and delivery of this Agreement and (ii) to the Bankruptcy Code knowledge of Xxxxxx, no such withdrawal, rescission, amendment, restatement, modification or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable waiver is contemplated (other than objections any such amendment, modification, or restatement to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who have not executed the Commitment Letter as of the date hereof). As of the date of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of SESI and, to the failure knowledge of Xxxxxx, the other parties thereto, subject in each case to grant adequate protection that Second Lien Creditor is permitted bankruptcy laws and similar laws affecting creditors’ rights and general principles of equity. There are no conditions precedent or contingencies to seek the provision of the ABL Financing pursuant to the Financing Letters, other than as expressly set forth in the Commitment Letter. At the Closing, and assuming the availability of the ABL Financing, Holdco will have sufficient funds to pay all of Holdco’s obligations under Section 6.5 this Agreement and all other amounts required to be paid by NAM and Xxxxxx in connection therewith)with the transactions contemplated hereby. To the knowledge of Xxxxxx, andas of the date of this Agreement, if DIP no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Holdco, NAM Merger Sub or Xxxxxx Merger Sub under the Commitment Letter or otherwise result in any portion of the ABL Financing is involvednot being available. As of the date of this Agreement, Second Lien Creditor will subordinate its Liens there are no side letters or other agreements or contracts that could affect the availability of the ABL Financing on the Closing Date other than as expressly set forth in the Collateral (Financing Letters. SESI has paid in full any and in any other assets all of the Debtor that may serve as collateral (including avoidance actions, commitment fees and other fees it is required to pay on or the proceeds thereof) for such DIP Financing) prior to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, date hereof under the terms of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met Letters and will not withhold its consent or object on any pay all other basis (commitment fees and other than objections fees as required to be paid as a condition to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets provision of the Debtor that may serve as collateral (including avoidance actions, ABL Financing under the terms of the Financing Letters on or the proceeds thereof) for such DIP Financing) prior to the Liens securing such DIP FinancingClosing. If As of the proposed DIP Financing meets the applicable DIP Financing Conditionsdate of this Agreement, Second Lien Creditor agrees Xxxxxx is not (A) aware of any fact, event or other occurrence that it shall not, and nor shall makes any of the Second Lien Claimholdersrepresentations or warranties of SESI or its affiliates in the Financing Letters that constitutes a condition precedent to the provision of the ABL Financing on the Closing Date inaccurate in any material respect and (B) assuming the accuracy of representations and warranties of each of the other parties set forth in this Agreement and performance by each of the other parties of their respective obligations hereunder, directly has any reason to believe that, subject to the satisfaction of the conditions precedent set forth in Article IX, any of the conditions to the ABL Financing contemplated by the Financing Letters will not be satisfied on a timely basis or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent ABL Financing contemplated by the Financing Letters will not be made available on the Closing Date. Notwithstanding any other provision of this Section 6.26, no representation or object warranty is made by Xxxxxx pursuant to this Section 6.26 with respect to any DIP Financing proposed matter arising out of any action, inaction or omission by Second Lien Creditor Xxxxxx or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementits respective Subsidiaries.

Financing. If HTI Acquisition has delivered to Alleghany (i) true, correct and complete signed counterpart(s) of commitment letters (the Debtor shall be "Equity Commitment Letters"), dated on or prior to the date hereof, whereby the parties thereto (the "Equity Investors") have agreed, subject to any Insolvency Proceeding the terms and if First Lien Creditor consents conditions set forth therein, to make or cause to be made in HTI Holding equity investments in cash in the aggregate amount of not less than $25,000,000 (the "Equity Commitment"); (ii) a true, correct and complete signed counterpart of a letter agreement by and between HTI Holding and HTI Acquisition, dated on or prior to the use of cash collateral date hereof, whereby HTI Holding has agreed to contribute the entire Equity Commitment to HTI Acquisition (as such term is defined in Section 363(athe "Contribution Letter"); and (iii) true, correct and complete signed counterpart(s) of the Bankruptcy Code; herein, “Cash Collateral”commitment letter(s), dated on which First Lien Creditor has a Lien or consents prior to the Debtor obtaining financing provided under Section 364 of date hereof, pursuant to which the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financinglenders party thereto have agreed, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections subject to the failure terms and conditions set forth therein, to grant adequate protection that Second Lien Creditor is permitted provided or cause to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, be provided debt financing in connection with any Cash Collateral use or DIP Financingthe transactions provided for herein and revolving credit to HTI Acquisition (the "Commitment Letters" and, any Liens on together with the Collateral held Equity Commitment Letters and the Contribution Letter, the "Commitments"). The Commitments have not been amended in a manner that would be prohibited by the First Lien Claimholders last sentence of this Section 5.6 and are, to secure the First Lien Debt Knowledge of HTI Acquisition, in full force and effect. The Commitments are subject to a surcharge no contingencies or are subordinated conditions other than those set forth in the copies of the Commitments delivered to an administrative priority claim, a professional fee “carve-out,” or fees owed Alleghany. Subject to the United States Trusteeterms and conditions of the Commitments, and so long as subject to the terms and conditions of this Agreement, the Commitments would provide HTI Acquisition with acquisition financing at the Effective Time sufficient to consummate the Merger upon the terms contemplated by this Agreement (the "Acquisition Financing"). Nothing contained in this Agreement shall prohibit HTI Acquisition or the Equity Investors from entering into agreements relating to the financing or the operation of HTI Acquisition or the Surviving Equity, including adding other equity providers or operating partners; provided that (i) the aggregate amount of such surcharge, claim, carve out or fee is reasonable the Equity Commitment shall not be reduced in any way to less than $25,000,000 and (ii) HTI Acquisition shall have obtained any and all required consents of the lenders under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementCommitment Letters.

Financing. If Parent has delivered to the Debtor shall be Company (i) a correct and complete fully executed copy of the commitment letter, dated as of May 12, 2014, between Parent, Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Commitment Letter”) and (ii) a correct and complete fully executed copy of the fee letter referenced in the Commitment Letter (the “Fee Letter”) (it being understood that such letter has been redacted to omit the fee amounts and market flex provisions therein). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the lender thereunder has committed to lend the amounts set forth therein (the provision of such funds as set forth therein, together with the proceeds of any Insolvency Proceeding and if First Lien Creditor consents Senior Notes (as defined in the Commitment Letter) contemplated thereby, but subject to the use provisions of Section 5.11, the “Financing”) for the purposes set forth in such Commitment Letter. Neither the Commitment Letter nor the Fee Letter has been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Parent and, to the Knowledge of Parent, the other party thereto, enforceable in accordance with its terms against Parent and, to the Knowledge of Parent, each of the other parties thereto, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. There are no conditions precedent (including pursuant to any “flex” provisions) related to the funding of the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, assuming the accuracy of the Company’s representations and warranties contained in Article III in all material respects, the net proceeds contemplated from the Financing will, in the aggregate, be sufficient for the payment of the aggregate cash collateral portion of the Merger Consideration and any other amounts required to be paid pursuant to Article II hereof, the funding of any required refinancings or repayments of any existing Indebtedness of the Company (including the redemption of all of the Notes and satisfaction and discharge of the Indenture as such term is defined set forth in Section 363(a5.12) or Parent in connection with the Mergers and the payment of all fees and expenses reasonably expected to be incurred by Parent, Merger Corp, Merger LLC and the Surviving Corporation in connection with the Mergers and the Financing. As of the Bankruptcy Code; hereinexecution and delivery of this Agreement, “Cash Collateral”)(i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on which First Lien Creditor has a Lien or consents the part of Parent or, to the Debtor obtaining financing provided under Section 364 Knowledge of the Bankruptcy Code or any similar provision of Parent, any other Bankruptcy Law (such financingparty to the Commitment Letter, a “DIP Financing”)under the Commitment Letter, and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees (ii) Parent does not have any reason to believe that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly conditions to the Financing will not be satisfied or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor other funds necessary for the satisfaction of all of Parent’s and each Merger Sub’s obligations under this Agreement and the payment of the required refinancing or repayments of certain existing Indebtedness and of all fees and expenses reasonably expected to be incurred in connection herewith will not be available to Parent on the Closing Date. Parent has not proposed fully paid all commitment fees or consented other fees to DIP Financing which satisfies the DIP Financing Conditions. If, extent required to be paid on or prior to the date of this Agreement in connection with any Cash Collateral use or DIP the Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If Buyer has delivered to Parent a true and complete copy of the Debtor shall be subject to executed Debt Commitment Letters. None of the Debt Commitment Letters has been amended or modified in any Insolvency Proceeding and if First Lien Creditor consents manner prior to the use date of cash collateral (as such term is defined in Section 363(a) this Agreement. Neither Buyer nor any of Affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the Bankruptcy Code; hereinClosing Date Payments or the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters. The proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “Cash Collateral”market flex” provisions related thereto), along with cash of the Buyer, will be sufficient to consummate the transactions contemplated hereby, including the making of all Closing Date Payments on which First Lien Creditor has the Closing Date and the making of any payments pursuant to Section 2.06. As of the date hereof, the respective commitments contained in the Debt Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Debt Commitment Letters are in full force and effect and represent a Lien or consents valid, binding and enforceable obligation of Buyer and, to the Debtor obtaining knowledge of Buyer, each other party thereto, to provide the financing provided under Section 364 contemplated thereby subject only to the satisfaction or waiver of the Bankruptcy Code Financing Conditions and except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or any similar provision by the discretion of any Governmental Authority before which any Action seeking enforcement may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity). Buyer has fully paid (or caused to be paid) any and all commitment fees and other Bankruptcy Law (such financing, a “DIP Financing”), amounts that are due and if such Cash Collateral use payable on or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections prior to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 date of this Agreement in connection therewith)with the Debt Financing. As of the date hereof, andno event has occurred which, if DIP Financing is involvedwith or without notice, Second Lien Creditor will subordinate its Liens in lapse of time or both, would constitute a breach or default on the Collateral (and in part of Buyer or, to the knowledge of Buyer, any other assets of the Debtor that may serve as collateral (including avoidance actionsparty thereto, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien ClaimholdersDebt Commitment Letters. As of the date hereof, directly or indirectly, provide, offer Buyer has no reason to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, believe that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor it or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed other party thereto will be unable to satisfy on a timely basis any term of the Debt Commitment Letters. There are no conditions precedent or consented other contingencies related to DIP Financing which satisfies the DIP funding of the full amount of the Debt Financing, other than the Financing Conditions. IfBuyer understands and acknowledges that under the terms of this Agreement, Buyer’s obligation to consummate the acquisition is not in connection with any Cash Collateral use way contingent upon or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are otherwise subject to a surcharge Buyer’s consummation of any financing arrangements, Buyer’s obtaining of any financing or are subordinated the availability, grant, provision or extension of any financing to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementBuyer.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents (a) Parent has delivered to the use of cash collateral (as such term is defined in Section 363(a) Company true and complete copies of the Bankruptcy Code; hereinexecuted commitment letter from UBS Securities LLC, UBS Loan Finance LLC, Credit Suisse Securities (USA) LLC and Credit Suisse AG, Cayman Islands Branch (collectively, the “Cash CollateralLender”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 including any schedules, exhibits and annexes thereto and excerpts of the Bankruptcy Code engagement letter associated therewith (the “Engagement Letter”) that contain any conditions to funding or “flex” provisions, and a copy of the fee letter associated therewith (the “Fee Letter”) with only fee amounts and “flex” provisions redacted (the Fee Letter, together with such commitment letter and any similar provision of any other Bankruptcy Law (such financingschedules, a exhibits and annexes thereto, collectively, the “DIP FinancingCommitment Letter”), pursuant to which the lender parties thereto have agreed, subject to the terms and if such Cash Collateral use conditions thereof, to provide or DIP cause to be provided the debt amounts set forth therein (the “Financing”) (which may include up to $200.0 million in bridge financing (the “Bridge Financing”) to be utilized in the event the placement of high yield securities in a comparable amount (the “High-Yield Financing”) is not consummated prior to or concurrently with the Closing). Parent represents and warrants that the Engagement Letter and the “flex” provisions of the Fee Letter do not permit the imposition of any new conditions (or the expansion of any existing conditions) or any reduction in the Financing that would result in net cash proceeds less than the amount that would be required to consummate the Merger. As of the date of this Agreement, as applicablethe Commitment Letter has not been amended, meets restated or otherwise modified and neither Parent nor Merger Subsidiary has waived any provision thereof, and the commitments contained in the Commitment Letter have not been withdrawn, modified or rescinded. As of the date of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Parent or Merger Subsidiary and, to the knowledge of Parent, Lender (except to the extent that enforceability may be limited by the applicable DIP Financing Conditionsbankruptcy, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use insolvency, moratorium, reorganization or raise similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). There are no objection to such DIP Financing, as applicable (other than objections conditions precedent or contingencies related to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets funding of the Debtor that may serve as collateral full amount (including avoidance actions, or the proceeds thereof) for such DIP Financing) pursuant to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 “flex” provisions in connection therewith) andof the Financing other than as expressly set forth in the Commitment Letter. There are no side letters or other agreements, if DIP Contracts or arrangements that would (i) affect the availability of the Financing, (ii) reduce the aggregate amount of the Financing, (iii) delay or prevent the Closing or (iv) modify the terms of the Financing is involved and in any permitted objection manner materially adverse to Parent or Merger Subsidiary. As of Second Lien Creditor is withdrawnthe date of this Agreement, overruledno event has occurred that (with or without notice or lapse of time, or otherwise eliminatedboth) would or would reasonably be expected to constitute a breach or default under the Commitment Letter by Parent or Merger Subsidiary or, Second Lien Creditor will subordinate its Liens in to the Collateral (and in knowledge of Parent, any other assets party thereto under the Commitment Letter. As of the Debtor date of this Agreement, neither Parent nor Merger Subsidiary has any reason to believe that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly conditions to the Financing contemplated by the Commitment Letter will not be satisfied; provided that Parent and Merger Sub are not making any representation or indirectly, provide, offer warranty regarding the effect of any inaccuracy of the representations and warranties of the Company in this Agreement or the failure to provide, or support any DIP Financing secured by a Lien senior of the Company to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection comply with any Cash Collateral use of its covenants in this Agreement. Parent or DIP FinancingMerger Subsidiary has fully paid any and all commitment fees or other fees required by the terms of the Commitment Letter to be paid on or before the date of this Agreement. The aggregate proceeds contemplated by the Commitment Letter, any Liens together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Collateral held Closing Date, will be sufficient for Parent and Merger Subsidiary to consummate the Merger upon the terms contemplated by this Agreement and to pay all related fees and expenses; provided that Parent and Merger Sub are not making any representation or warranty regarding the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount effect of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral any inaccuracy of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim representations and shall remain subordinated to the Liens on the Collateral warranties of the First Lien Claimholders consistent Company in this Agreement or the failure to of the Company to comply with any of its covenants in this Agreement.

Financing. If Parent has delivered to the Debtor shall Company true, correct and complete copies, as of the date of this Agreement, of (a) an executed commitment letter (the “Equity Commitment Letter”) from Genstar Capital Partners V, L.P. and Genstar Capital Partners VI, L.P. to provide, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (the “Equity Financing”) and (b) an executed debt financing commitment letter from Credit Suisse Securities (USA) LLC (including any other Person that becomes party to such letter after the date hereof, the “Commitment Parties”) and the fee letters associated therewith (the “Fee Letter” and, together with the debt financing commitment letter, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) (provided, that provisions in the Fee Letter related solely to fees, economic terms (other than covenants) and “flex” provisions may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Closing)) to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein (the “Debt Financing”, and, together with the Equity Financing, collectively referred to as the “Financing”). As of the date hereof, none of the Commitment Letters have been amended or modified and no such amendment or modification is contemplated or pending (other than amendments or modifications to the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents and similar entities). As of the date hereof, the respective commitments contained in the Commitment Letters have not been withdrawn, terminated or rescinded in any respect, and no such withdrawal, termination or rescission is contemplated by Parent or Merger Sub or, to the knowledge of Parent, the other parties thereto. There are no side letters or other Contractual Obligations or arrangements that could affect the availability of the Financing other than as expressly set forth in the Commitment Letters furnished to the Company pursuant to this Section 5.11. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or or any of their respective Affiliates or, to the knowledge of Parent, any other Person, in each case under either of the Commitment Letters. The Commitment Letters are not subject to any Insolvency Proceeding conditions (including pursuant to any flex provisions in the Fee Letter or otherwise) other than as set forth expressly therein and if First Lien Creditor consents are in full force and effect and are the legal, valid, binding and enforceable obligations of Parent, Merger Sub and, to the use knowledge of cash collateral (as such term is defined in Section 363(a) Parent, each of the Bankruptcy Code; hereinother parties thereto, “Cash Collateral”as the case may be, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), on which First Lien Creditor has a Lien or consents . All commitments and other fees required to be paid under the Commitment Letters prior to the Debtor obtaining financing provided under Section 364 date hereof have been paid in full, and as of the Bankruptcy Code date hereof Parent is unaware of any fact or occurrence existing on the date hereof that would reasonably be expected to make any of the assumptions or any similar provision of the statements set forth in the Commitment Letters inaccurate or that would reasonably be expected to cause the Commitment Letters to be ineffective. As of the date hereof, assuming the conditions set forth in Sections 7.1 and 7.3 are satisfied at Closing, Parent has no reason to believe that any of the conditions to the Financing will not be satisfied or that the full amount of the Financing will not be available in full to Holdings, Parent and Merger Sub on the Closing Date. Assuming satisfaction of the conditions set forth in Sections 7.1 and 7.3 and the funding of the Debt Financing in accordance with the Debt Commitment Letter, the aggregate proceeds contemplated by the Commitment Letters when funded, together with cash and cash equivalents available to Parent, Merger Sub and the Surviving Corporation, will be sufficient for Merger Sub to pay the aggregate Cash Merger Consideration to be paid at the Closing and any other Bankruptcy Law (such financingamounts required to be paid by Holdings, a “DIP Financing”)Parent and Merger Sub at the Closing in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses of Holdings, Parent and if such Cash Collateral use or DIP Financing, as applicable, meets Merger Sub required to be paid at the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 Closing in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Investor has delivered to the use of cash collateral Company true, complete and correct copies of: (i) the executed commitment letter, dated as such term is defined in Section 363(a) of the Bankruptcy Code; hereindate hereof by and among UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC and Investor (the “Cash CollateralDebt Financing Commitment”), on which First Lien Creditor has a Lien or consents pursuant to which, upon the terms and subject to the Debtor obtaining financing provided under Section 364 conditions set forth therein, UBS Loan Finance LLC, UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC have agreed to lend the amounts set forth therein to the Company for the purpose of funding the Bankruptcy Code or any similar provision of any other Bankruptcy Law transactions contemplated by this Agreement (such financing, a the “DIP Debt Financing”); (ii) the executed equity commitment letter, dated as of the date hereof among Investor and if such Cash Collateral use or DIP Xxxxxxx, Dubilier & Rice Fund VIII, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, Xxxxxxx, Dubilier & Rice Fund VIII, L.P., has committed to invest the cash amount in Investor set forth in its Equity Financing Commitment (the “Equity Financing” and together with the Debt Financing, as applicablethe “Financing”); (iii) any and all fee letters in connection with the Debt Financing Commitment (collectively, meets the applicable DIP “Fee Letter”); and (iv) the engagement letter(s) in connection with any offerings of high-yield bonds (the “Engagement Letter”). None of the Financing ConditionsCommitments, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use the Fee Letter or raise no objection to such DIP Financing, as applicable (other than objections the Engagement Letter has been amended or modified prior to the failure to grant adequate protection date of this Agreement (provided that Second Lien Creditor is permitted to seek under Section 6.5 the existence or exercise of the “flex” provisions contained in connection therewiththe Fee Letter shall not constitute an amendment or modification of the Financing Commitments), and, if DIP Financing is involvedas of the date hereof, Second Lien Creditor will subordinate its Liens the respective commitments contained in the Collateral (and Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There are no other assets of the Debtor that may serve as collateral (including avoidance actionsagreements, side letters or the proceeds thereof) for such DIP Financing) arrangements to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent which Investor is a party relating to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien ClaimholdersFinancing Commitments. As of the date hereof, directly the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Investor and, to the knowledge of Investor, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior similar Laws relating to or pari passu with affecting creditors rights generally and by general equity principles, whether considered in Proceedings in equity or at law). Other than as expressly set forth in the Liens securing Financing Commitments, and any related Fee Letter or Engagement Letter or as set forth in any such documents amended after the First Lien Priority Debt; provideddate hereof and not in violation of the provisions hereof, however, that there are no conditions precedent related to the First Lien Creditor may withhold its consent or object funding of the full net proceeds of the Financing (including any “flex” provisions) under any agreement relating to any DIP the Financing proposed by Second Lien Creditor to which Investor or any Second Lien Claimholder of its Affiliates is a party. As of the date hereof, no event has occurred which is proposed if First Lien Creditor would constitute a breach or default (or with notice or lapse of time or both would constitute a default) by Investor under the Financing Commitments, or, to the knowledge of Investor, the other parties to the Financing Commitments. Investor has not proposed fully paid or consented caused to DIP be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing which satisfies Commitments. Assuming the DIP Financing Conditions. Ifaccuracy of the representations and warranties set forth in ARTICLE II and performance by Seller and the Company of their respective obligations hereunder, in connection with any Cash Collateral use or DIP Financing, any Liens on upon receipt of the Collateral held proceeds contemplated by the First Lien Claimholders to secure Financing Commitments, Investor and the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long Company will have access as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also Closing to sufficient cash funds to pay all amounts contemplated by this Agreement to be subordinated paid by them and to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreementperform their respective obligations hereunder.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents to the use of cash collateral (a) Parent has received a commitment letter, dated as such term is defined in Section 363(a) of the Bankruptcy Code; hereindate of this Agreement (the “Financing Letter”) from Banc of America Securities LLC, Banc of America Bridge LLC, Bank of America, N.A. and the Bank of Nova Scotia (collectively, the “Cash CollateralLenders”), on which First Lien Creditor has a Lien or consents relating to the Debtor obtaining financing provided under Section 364 (including all exhibits, schedules and amendments to the Financing Letter in effect as of the Bankruptcy Code date of this Agreement) required to consummate the Merger and the other Transactions on the terms contemplated by this Agreement, to refinance certain existing indebtedness of the Parent and the Company and to pay related fees and expenses, which Financing Letter includes terms and conditions for (i) a $1.950 billion senior secured credit facility (the “Senior Facility”) and (ii) a $750.0 million unsecured “bridge” loan facility (the “Bridge Facility”) (or any similar provision of any other Bankruptcy Law Senior Notes as defined in the Financing Letter (such financing, a “DIP Senior Notes”) in lieu thereof). The Lenders have committed to provide and arrange the financing contemplated by the Financing Letter upon and subject to the terms and conditions in the Financing Letter (the “Financing”). Parent has provided the Company with true, complete and correct copies of the Financing Letter. As of the date of this Agreement, (i) the Financing Letter is in full force and effect, is a valid, binding and enforceable obligation of the Parent, and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith)Knowledge of the Parent, andthe other parties thereto, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and has not been withdrawn or terminated or otherwise amended or modified in any other assets respect without the prior written consent of the Debtor that may serve as collateral (including avoidance actionsCompany and no such amendment or modification is contemplated by Parent or Sub or, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP FinancingParent’s Knowledge, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall notparty thereto, and (ii) neither Parent nor shall Sub is in breach of any of the Second Lien Claimholdersterms or conditions set forth therein and no event has occurred which, directly with or indirectlywithout notice, providelapse of time or both, offer could reasonably be expected to provide, constitute a breach or support failure to satisfy a condition precedent set forth in the Financing Letter. Parent and Sub have paid any DIP Financing secured by a Lien senior to and all commitment fees or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, other fees in connection with any Cash Collateral use the Financing Letter that are payable on or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed prior to the United States Trustee, and so long as the amount date of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If Until Discharge of the Debtor First Lien Obligations has occurred, if any Obligor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Creditors consent to the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), ) on which any First Lien Creditor has a Lien or consents to the Debtor obtaining permit any Obligor to obtain financing provided by any First Lien Creditor under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, together with any Cash Collateral use, collectively a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then each Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or and raise no objection to such DIP Financing and, to the extent the Liens securing the First Lien Obligations are discharged, subordinated to or pari passu with such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, each Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable any First Lien Creditor offers to provide DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditionsrequirements set forth above, each Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, (x) provide or offer to provide, provide DIP Financing or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; providedObligations, however, that the First Lien Creditor may withhold its consent or object to (y) request or accept any DIP Financing proposed by Second Lien Creditor form of adequate protection or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditionsother relief except as provided in Section 9(e)(ii). If, in In connection with any Cash Collateral use or DIP Financing, if any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt Creditors are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-carve out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the each Second Lien Claimholders securing the Second Lien Debt Creditor shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders Creditors consistent with this Agreement.

Financing. If (a) Purchaser has delivered to Seller complete and correct copies of the Debtor shall be subject executed debt commitment letter, dated as of the date hereof, between Purchaser and the financial institutions identified therein and the executed fee letters, fee credit letters and engagement letters associated therewith (provided, that the amounts and percentages in the fee letter related to any Insolvency Proceeding fees, certain other economic terms and if First Lien Creditor consents the “flex” provisions included therein, but only to the use extent that none of cash collateral such provisions would adversely affect conditionality, may be redacted) (as such term is defined in Section 363(a) of commitment letter, together with all exhibits, schedules, annexes, supplements and amendments thereto and any related redacted fee letters, collectively, the Bankruptcy Code; herein, “Cash CollateralDebt Financing Commitment”), on which First Lien Creditor has a Lien or consents pursuant to which, upon the terms and subject to the Debtor obtaining financing provided under Section 364 conditions set forth therein, the Financing Sources have agreed to lend the amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. As of the Bankruptcy Code date hereof, (x) the Debt Financing Commitment has not been amended, restated or otherwise modified or waived since copies thereof were delivered to Seller, (y) except as permitted by Section 6.12, no such amendment, restatement, modification or waiver is contemplated and (z) the commitment contained in the Debt Financing Commitment has not been withdrawn, terminated or rescinded in any similar provision respect. As of any other Bankruptcy Law (such financingthe date hereof, a “DIP Financing”)there are, and if such Cash Collateral use are contemplated to be, no other agreements, side letters or DIP Financing, as applicable, meets arrangements (oral or written) relating to the applicable DIP Debt Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable Commitment (other than objections customary engagement letters or as expressly set forth in the Debt Financing Commitment furnished to Seller pursuant to this Section 5.13(a), but in each case of the foregoing, which do not adversely affect the conditionality, enforceability, termination, principal amount or availability of the Debt Financing). As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligations of each of Purchaser and, to the failure Knowledge of Purchaser, the other parties thereto, subject to grant adequate protection that Second Lien Creditor is permitted applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to seek under Section 6.5 general principles of equity, regardless of whether considered in connection therewitha proceeding in equity or at Law. There are no conditions or other contingencies related to the funding of the full amount of the Debt Financing (including any “flex” provisions), and, if DIP other than as expressly set forth in the Debt Financing Commitment. Assuming (A) the Debt Financing is involvedfunded in accordance with the Debt Financing Commitment, Second Lien Creditor will subordinate (B) the accuracy of the representations and warranties set forth in Articles III and IV, and (C) performance by Seller and its Liens Subsidiaries of their obligations that are required to be performed prior to the Closing, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Financing Commitment, together with Purchaser’s unrestricted cash on hand and other access to capital, in the Collateral aggregate will be sufficient for Purchaser to pay the Estimated Purchase Price on the Closing Date, any payment required to be made by Purchaser pursuant to Section 2.04 (if any) and all related fees and expenses and any other payment contemplated in this Agreement or the Debt Financing Commitment. Assuming the accuracy of the representations and warranties set forth in Articles III and IV and performance by Seller and its Subsidiaries of their obligations under this Agreement, as of the date hereof, (I) no event has occurred that would result in any other assets 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 Purchaser under the Debtor Debt Financing Commitment and (II) Purchaser does not have any reason to believe that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly conditions to the Debt Financing will not be satisfied or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object Debt Financing will not be available to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens Purchaser on the Collateral held by the First Lien Claimholders Closing Date. Purchaser has fully paid or has caused to secure the First Lien Debt are subject be fully paid all commitment fees or other fees required to a surcharge be paid on or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed prior to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated date hereof pursuant to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementDebt Financing Commitment.

Financing. If the Debtor shall be subject to any Insolvency Proceeding (a) Parent has received and if First Lien Creditor consents accepted, and delivered to the use Company complete and correct copies of, (i) the fully executed commitment letter and redacted fee letter (of which only the fee amounts, price caps and economic “flex” terms have been redacted; provided that such redacted terms do not affect the conditionality of or the amount of cash collateral proceeds available to Parent and Merger Subsidiary), each dated as of October 21, 2015 (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash CollateralDebt Commitment Letters”), from Xxxxxxx Xxxxx Bank USA (collectively with any other agents, arrangers, managers, lenders and other entities from time to time party thereto and such Persons’ Affiliates, successors and assigns, the “Debt Financing Sources”) confirming their respective commitments to provide Parent with debt financing in connection with the Transactions (the “Debt Financing”) and (ii) fully executed commitment letters (the “Equity Commitment Letters,” and together with the Debt Commitment Letters, the “Financing Commitment Letters”) from each of the parties listed on which First Lien Creditor has a Lien or consents Annex I hereto (the “Equity Financing Sources” and together with the Debt Financing Sources, the “Financing Sources”) confirming the respective counterparties’ commitments to provide Parent with equity financing in an amount up to the Debtor obtaining financing provided under Section 364 of aggregate amount set forth therein in connection with the Bankruptcy Code or any similar provision of any other Bankruptcy Law Transactions (such financingthe “Equity Financing,” and together with the Debt Financing, a the “DIP Financing”). Assuming that the Financing contemplated by the Financing Commitment Letters is fully funded on the terms set forth therein, Parent and if such Cash Collateral use or DIP Financing, as applicable, meets Merger Subsidiary will have at and after the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent Closing funds sufficient to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to consummate the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based Merger upon the DIP Financing Condition(s) which are not met terms contemplated by this Agreement and will not withhold its consent or object on any other basis (other than objections pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives pursuant to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If Concurrently with the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents execution hereof, Parent has delivered to the use Company (i) a true, complete and correct copy of cash collateral an executed equity commitment letter from Ares Capital Management LLC (together with its managed funds and accounts) and Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated as such term is defined in Section 363(a) of the Bankruptcy Code; hereindate of this Agreement (together with all exhibits, schedules and annexes thereto, the “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP FinancingEquity Commitment Letter”), and if such Cash Collateral use an executed fee letter from Ares Capital Management LLC (together with its DOC ID - 32901658.22 58 managed funds and accounts) and Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated as of the date of this Agreement (the “Equity Fee Letter” and, together with the commitment under the Equity Commitment Letter, the “Equity Financing Commitment”), pursuant to which, and subject to the terms and conditions of which, the applicable Equity Financing Sources have committed to provide cash in the aggregate amount set forth therein (the “Equity Financing”) at or DIP prior to the date and time at which the Closing is required to occur pursuant to Section 2.2 and (ii) a true, complete and correct copy of an executed debt commitment letter from Truist Bank and Truist Securities, Inc. (the “Lenders”), dated as of the date of this Agreement (together with all exhibits, term sheets, schedules, annexes and other attachments thereto, the “Debt Commitment Letter”) and an executed fee letter from the Lenders, dated as of the date of this Agreement (the “Debt Fee Letter” and, together with the commitment under the Debt Commitment Letter, the “Debt Financing Commitment”, and the Debt Financing Commitment together with the Equity Financing Commitment, the “Financing Commitments”), pursuant to which, and subject to the terms and conditions of which, the applicable Lenders party thereto have committed to provide loans in the amounts described therein, the net proceeds of which shall be used to fund the transactions contemplated hereby to be consummated by Parent at the date and time at which the Closing is required to occur pursuant to Section 2.2 (the “Debt Financing” and, together with the Equity Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP “Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith”), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that that, solely in the First Lien Creditor may withhold case of the Equity Fee Letter and Debt Fee Letter, provisions related to fees, flex terms and pricing caps have been redacted (none of which individually or in the aggregate would reduce the amount of the Financing or adversely affect the availability of the Financing or delay or prevent the Closing or make the funding of the Financing less likely to occur). Each of the Financing Commitments is a legal, valid and binding obligation of Parent, and to Parent’s Knowledge, the other parties thereto, and is enforceable in accordance with its consent terms, subject to the Enforceability Exceptions. Each of the Financing Commitments, in the form delivered to the Company, is valid and in full force and effect, and none of the Financing Commitments has been withdrawn, rescinded or object terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated by Parent, or to Parent’s Knowledge, any other party to the Financing Commitments. Neither Parent, nor, to Parent’s Knowledge, any other party to any DIP Financing proposed Commitment is in violation or breach of any of the terms or conditions set forth in any of the Financing Commitments and, as of the date hereof, to Parent’s Knowledge, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein which would reasonably be expected to adversely affect the availability of the Financing. No party to any Financing Commitment has notified Parent of its intention to terminate any of the Financing Commitments or not to provide the Financing and, as of the date hereof, no termination of any Financing Commitment is contemplated by Second Lien Creditor Parent. Assuming the Financing is funded in accordance with the terms of the Financing Commitments, the aggregate net proceeds from the Financing, together with resources available to Parent as of the date hereof, will be sufficient to consummate the transactions contemplated hereby, including the timely payment at the Closing of any amounts required to be paid under Section 2.8(c) and any fees and expenses of or payable by Parent and/or Merger Sub, and any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented other amounts required to DIP Financing which satisfies the DIP Financing Conditions. If, be paid in connection with the consummation of the transactions contemplated by this Agreement. Parent has paid in full any Cash Collateral use and all commitment or DIP other fees required by the Financing Commitments that are due as of the date hereof and will DOC ID - 32901658.22 59 pay, after the date of this Agreement, all such fees as they become due. Except for the Equity Fee Letter and the Debt Fee Letter (which have been provided to the Company in a redacted form as set forth above), there are no side letters, understandings or other agreements or arrangements relating to the Financing to which Parent or any of its Affiliates are a party. There are no conditions precedent related to the funding of the full amount of the Financing other than as expressly set forth in the Equity Commitment Letter and the Debt Commitment Letter (the “Disclosed Conditions”). Assuming that each of the conditions set forth in Section 6.1 and Section 6.3 are satisfied at Closing, Parent has no reason to believe that it will be unable to satisfy on a timely basis any of the Disclosed Conditions or that the full amount of the Financing will not be available on the Closing Date in order to fund the transactions contemplated hereby. For the avoidance of doubt, Parent acknowledges and agrees that it is not a condition to Closing under this Agreement for Parent or Merger Sub to obtain the Equity Financing, the Debt Financing or any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementAlternative Financing.

Financing. If As of the Debtor shall be Amendment Date, Parent has delivered to the Company true, complete and correct copies of the fully executed commitment letter (such letter, as amended, modified or waived from time to time to the extent permitted herein, or any financing commitment in respect of an Alternative Financing as contemplated by the last sentence of Section 5.18(b), the “Commitment Letter”) and fee letter (the “Fee Letter”) executed in connection with the debt financing of a portion of the cash component of the Merger Consideration (the “Financing”) (with certain fee amounts and certain economic terms of the “market flex” provisions redacted). As of the Amendment Date, the Commitment Letter is in full force and effect and constitutes the legal, valid, binding and enforceable obligations of Parent 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). As of the Amendment Date, the Commitment Letter has not been amended or modified in any Insolvency Proceeding respect and if First Lien Creditor consents the respective commitments therein have not been withdrawn or terminated. There are no conditions precedent or, to the use knowledge of cash collateral Parent, other contingencies related to the funding of the full amount of the Financing on the terms set forth in the Commitment Letter (as such term is defined terms may be altered in accordance with the “market flex” provisions set forth in the Fee Letter) other than as expressly set forth as of the Amendment Date in the Commitment Letter. As of the Amendment Date, no event has occurred that, with or without notice, lapse of time or both, would constitute a breach by Parent or any other party thereto under the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, as of the Amendment Date, assuming compliance by the Company in all material respects with its covenants contained in Section 363(a5.1 and Section 5.18(d) and assuming satisfaction of the Bankruptcy Code; hereinconditions set forth in Section 6.1 and Section 6.3, “Cash Collateral”), on which First Lien Creditor has a Lien or consents the aggregate proceeds to be disbursed pursuant to the Debtor obtaining financing provided under Section 364 agreements contemplated by the Commitment Letter, together with other financial resources of Parent, including cash on hand and marketable securities, will, in the aggregate, be sufficient to fund the payment of the Bankruptcy Code cash component of the Merger Consideration. As of the Amendment Date, assuming satisfaction of the conditions set forth in Section 6.3, Parent has no reason to believe that either it or any similar provision other party will be unable to satisfy on a timely basis any condition of the Financing under the Commitment Letter or the Fee Letter or that the Financing contemplated by the Commitment Letter will not be made available to Parent on the Closing Date; provided that Parent is not making any representation or warranty regarding the Company’s future performance, the effect of any other Bankruptcy Law (such financing, a “DIP Financing”), inaccuracy of the representations and if such Cash Collateral use warranties of the Company in this Agreement or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) Company to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall comply with any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, covenants in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable all material respects under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this Agreement.

Financing. If (a) The Company and its Subsidiaries shall use commercially reasonable efforts to cooperate in connection with the Debtor shall arrangement of Parent’s financing (whether debt, convertible debt or otherwise) including, without limitation (i) cooperating with Parent to provide the banks and other institutions or entities arranging or providing Parent’s financing all information (financial and other) with respect to the Company and its Subsidiaries and the transactions contemplated by this Agreement reasonably requested by Parent (except to the extent the Company is prohibited from doing so under applicable confidentiality agreements), (ii) causing the Company’s senior officers and other Company representatives to be subject available to Parent and the banks and other institutions or entities arranging or providing Parent’s financing to participate in due diligence sessions and to participate in presentations related to any Insolvency Proceeding transaction comprising Parent’s financing, including “road show” presentations to rating agencies, potential lenders and if First Lien Creditor consents other investors, (iii) assisting in the preparation of one or more appropriate offering documents and assisting Parent and the banks and other institutions arranging or providing Parent’s financing in preparing other appropriate marketing materials, in each case to the use of cash collateral (as such term is defined be used in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (connection with such financing, a and (iv) requesting the Company’s independent auditors to prepare and deliver (at Parent’s expense) “DIP Financingcomfort letters”), and if such Cash Collateral use or DIP Financing, as applicable, meets dated the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets date of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, each offering document used in connection with any Cash Collateral use or DIP Financing, any Liens transaction comprising Parent’s financing (with appropriate bring down comfort letters delivered on the Collateral held closing date for each financing), in compliance with professional standards. Notwithstanding the foregoing, the officers of the Company shall not be required to perform services pursuant to clauses (ii) or (iii) above to the extent the performance of such services would materially interfere with the ordinary course of business operations of the Company. All out-of-pocket costs and expenses incurred by the First Lien Claimholders to secure Company or any of its Subsidiaries in connection with the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral performance of the Second Lien Claimholders securing the Second Lien Debt obligations set forth in this Section 7.7 shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent borne by Parent in accordance with this AgreementSection 11.6.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use of cash collateral (as such term is defined in Section 363(a) Company true, correct and complete copies of the Bankruptcy Code; hereinduly executed (i) debt commitment letter, dated as of April 25, 2022, among Xxxxxx Xxxxxxx Senior Funding, Inc., the other financial institutions party thereto, Parent and Acquisition Sub, together with true, correct and complete copies of the executed fee letter related thereto (collectively, including all exhibits, schedules and annexes thereto, the “Cash CollateralBank Debt Commitment Letter”), on which First Lien Creditor has a Lien or consents pursuant to which, and subject to the Debtor obtaining financing provided under Section 364 terms and conditions therein, the Debt Financing Sources party thereto have committed to lend the amounts set forth therein to Acquisition Sub for the purpose of funding a portion of the Bankruptcy Code or any similar provision of any other Bankruptcy Law amounts required to fund the transactions contemplated by this Agreement (such financing, a the “DIP Bank Debt Financing”), (ii) debt commitment letter, dated as of April 25, 2022, among Xxxxxx Xxxxxxx Senior Funding, Inc., the other financial institutions party thereto and if such Cash Collateral use X Holdings III, LLC, a Delaware limited liability company (the “Margin Loan Borrower”), together with true, correct and complete copies of the executed fee letter related thereto (collectively, including all exhibits, schedules and annexes thereto, the “Margin Loan Commitment Letter” and, together with the Bank Debt Commitment Letter, the “Debt Commitment Letters”), pursuant to which, and subject to the terms and conditions therein, the Debt Financing Sources party thereto have committed to lend the amounts set forth therein to the Margin Loan Borrower for the purpose of funding a portion of the amounts required to fund the transactions contemplated by this Agreement (the “Margin Loan Financing” and, together with the Bank Debt Financing, the “Debt Financing”) and (iii) an equity commitment letter from the Equity Investor, dated as of the date hereof (including all exhibits, schedules, annexes and amendments thereto as of the date of this Agreement, the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) pursuant to which the Equity Investor has committed to invest the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”); provided that the fee and other economic provisions (including “flex” provisions) of fee letters may be redacted in a customary manner so long as none of the redacted terms would (i) reduce the amount of the Debt Financing below the amount that is required to pay the Funded Obligations, (ii) impose any new condition or DIP Financingotherwise adversely amend, modify or expand any conditions precedent to the Debt Financing or (iii) affect the enforceability or impair the validity of, or prevent, impede or delay the consummation of, the Debt Financing at the Closing. As of the date hereof, each of Parent and Acquisition Sub has accepted and is a party to the Bank Debt Commitment Letter, the Margin Loan Borrower has accepted and is a party to the Margin Loan Commitment Letter, and the Financing Commitments are in full force and effect and, are legal, valid and binding obligations of the Equity Investor, Parent and Acquisition Sub or the Margin Loan Borrower, as applicable, meets and, to the applicable DIP knowledge of the Equity Investor, Parent, Acquisition Sub and the Margin Loan Borrower, each of the other parties thereto, enforceable in accordance with their respective terms against the Equity Investor, Parent, Acquisition Sub or the Margin Loan Borrower, as applicable, and, to the knowledge of Parent and Acquisition Sub, against each of the other parties thereto. As of the date hereof, the Financing ConditionsCommitments, then Second Lien Creditor unconditionally agrees and the respective commitments or obligations thereunder, have not been withdrawn, terminated, reduced, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such withdrawal, termination, reduction, repudiation, rescission, amendment, supplement or modification is contemplated by the Equity Investor, Parent, Acquisition Sub or the Margin Loan Borrower or, to the knowledge of Parent and Acquisition Sub, any other party thereto. None of the Equity Investor, Parent, Acquisition Sub, the Margin Loan Borrower nor any of their respective Affiliates has, nor has, to the knowledge of the Equity Investor, Parent, Acquisition Sub or the Margin Loan Borrower, any other party to the Financing Commitments, committed any breach or threatened breach of the performance, observance or fulfillment of any covenants, conditions or other obligations set forth in, or is in default under, any of the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute or result in a breach or default on the part of Parent, Acquisition Sub, Margin Loan Borrower or any of the other parties thereto (including the Financing Sources) under the Financing Commitments, (ii) constitute or result in a failure to satisfy a condition or other contingency set forth in the Financing Commitments, or (iii) otherwise result in any portion of the Debt Financing or the Equity Financing not being available on the Closing Date. None of the Equity Investor, Parent, Acquisition Sub or the Margin Loan Borrower, nor any of their respective Affiliates has any reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letters) that it will consent be unable to such Cash Collateral use or raise no objection to such DIP Financingsatisfy, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral on a timely basis (and in any other assets event, not later than the Closing), any condition to be satisfied by it (or otherwise within the Equity Investor’s, Parent’s, Acquisition Sub’s or the Margin Loan Borrower’s any of their respective Representatives’ or Affiliates’ control) contained in the applicable Financing Commitments or that the full amounts committed pursuant to the applicable Financing Commitments will not be available as of the Debtor Closing. There are no conditions precedent or other contingencies or conditions related to the Financing other than those conditions expressly set forth in the unredacted provisions of the Financing Commitments, and there are no side letters, understandings or other agreements, Contracts or arrangements of any kind relating to the Financing Commitments or the Financing that may serve as collateral could adversely affect the availability, conditionality, enforceability or amount of the Financing contemplated by the Financing Commitments. As of the date of this Agreement, Parent, Acquisition Sub, the Margin Loan Borrower and/or their respective Affiliates have fully paid any and all commitment fees or other fees or deposits required by the applicable Financing Commitments to be paid on or before the date of this Agreement. The aggregate proceeds from the Financing are sufficient in amount to provide Parent and Acquisition Sub with the funds necessary to consummate the transactions contemplated hereby and to satisfy their obligations under this Agreement, including for Parent to pay (or cause to be paid) the aggregate amounts payable pursuant to Article II and the payment of all fees, costs and expenses to be paid by Parent related to the transactions contemplated by this Agreement, including such fees, costs and expenses relating to the Financing, and payment of all amounts in connection with the refinancing or repayment of any outstanding indebtedness of the Company required by this Agreement or the Financing Commitments (collectively, the “Funding Obligations”). Notwithstanding anything contained in this Agreement to the contrary, the Equity Investor, Parent and Acquisition Sub each acknowledge and affirm that it is not a condition to the Closing or to any of its obligations under this Agreement that the Equity Investor, Parent, Acquisition Sub and/or any of their respective Affiliates obtain any financing (including avoidance actions, or the proceeds thereofDebt Financing) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholderstransactions contemplated by this Agreement. As of the date of this Agreement, the Equity Investor owns, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with all the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, issued and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral outstanding capital stock and other equity interests of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementMargin Loan Borrower.

Financing. If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents Parent has delivered to the use of cash collateral (as such term is defined in Section 363(a) Company true and complete copies of the Bankruptcy Code; hereincommitment letter, dated as of August 10, 2008, between Parent, Credit Suisse, Credit Suisse Securities (USA) LLC, Wachovia Bank, National Association and Wachovia Capital Markets, LLC (together, the “Cash CollateralLenders”), on pursuant to which First Lien Creditor the Lenders have agreed to lend the amounts set forth therein (the “Debt Financing”) for the purpose of, inter alia, funding the transactions contemplated by this Agreement (the “Financing Commitment”). Parent has a Lien fully paid any and all commitment fees or consents other fees required by the Financing Commitment to be paid as of the date hereof. The Financing Commitment has not been amended or modified prior to the Debtor obtaining financing provided under Section 364 date of this Agreement, and the respective commitments contained in the Financing Commitment has not been withdrawn or rescinded in any respect. The Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligations of Parent. There are no conditions precedent or other contingencies related to the funding of the Bankruptcy Code or any similar provision full amount of the Debt Financing required to be satisfied by Parent and Merger Sub, other than as expressly set forth in the Financing Commitment. Assuming the accuracy of the representations and warranties set forth in Section 3.2 and the existence of at least $215 million of available, unrestricted cash on hand with the Company, upon consummation of the Debt Financing, the net proceeds contemplated by the Financing Commitment will, in the aggregate, be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration, aggregate Option Consideration (the “Aggregate Option Consideration”) and aggregate RSU Consideration (the “Aggregate RSU Consideration”) (and any other Bankruptcy Law (such financing, a “DIP Financing”), repayment or refinancing of debt or preferred stock contemplated by this Agreement or the Financing Commitment) and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent any other amounts required to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 be paid in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in with the Collateral (and in any other assets consummation of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) Transactions and to the Liens securing such DIP Financingpay all related fees and expenses. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, As of the applicable DIP date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under the Financing Conditions, then Second Lien Creditor unconditionally agrees Commitment and neither Parent nor Merger Sub has any reason to believe that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly conditions to the Debt Financing will not be satisfied or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object Debt Financing will not be available to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens Parent on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of the First Lien Claimholders consistent with this AgreementClosing Date.

Financing. If As of the Debtor shall be date of this Agreement, Parent has delivered to the Company a true, correct and complete copy of an executed equity commitment letter, dated as of the date hereof, between Parent and Sponsor (the “Equity Commitment Letter”) pursuant to which Sponsor has committed, subject to any Insolvency Proceeding the terms and if First Lien Creditor consents conditions thereof, to the use of cash collateral (as such term is defined invest in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien ClaimholdersParent, directly or indirectly, provideup to the cash amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. As of the date hereof, offer (a) the Equity Commitment Letter (i) is valid and in full force and effect without amendment or modification, (ii) to providethe knowledge of Parent, is the valid, binding, and enforceable obligation of Sponsor (except, in any case, as may be limited by applicable bankruptcy, insolvency, reorganization or support any DIP Financing secured similar laws affecting creditors’ rights generally and by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; providedprinciples of equity), however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor (iii) has not proposed been withdrawn, terminated or consented rescinded in any respect, and (iv) the Equity Commitment Letter constitutes all of the Contracts and arrangements entered into between Sponsor, on the one hand, and Parent and/or its Affiliates, on the other hand, involving the availability of the funding in full of the Financing as contemplated by the Equity Commitment Letter, and (b) no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to DIP Financing which satisfies constitute a breach on the DIP Financing Conditionspart of Parent or Merger Subsidiary under the Equity Commitment Letter (assuming the accuracy of the representations and warranties and undertakings of the Company in this Agreement for such purposes). IfThere are no conditions precedent related to the funding of the equity financing arrangements contemplated by the Equity Commitment Letter, other than as set forth in the Equity Commitment Letter. Assuming the satisfaction of the condition in Section (ii)(E) of Annex I hereto, the aggregate proceeds contemplated by the Equity Commitment Letter, together with available cash and other available funds of Parent and Merger Subsidiary and the Cash on Hand, will be sufficient for Merger Subsidiary and the Surviving Corporation to satisfy all of the obligations of Parent and Merger Subsidiary under this Agreement, including (i) purchasing the shares tendered in the Offer at the Offer price and paying the Merger Consideration and the consideration payable pursuant to Section 3.05, (ii) procuring the D&O Insurance and (iii) paying all related fees and expenses of the Company and the Surviving Corporation required to be paid in connection with the consummation of the transactions contemplated by this Agreement. As of the date hereof, neither Parent nor Merger Subsidiary has any Cash Collateral use reason to believe that any of the conditions to the Financing will not be satisfied or DIP Financing, any Liens that the Financing will not be available in full to Parent and Merger Subsidiary on the Collateral held by Closing Date (assuming the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out or fee is reasonable under the circumstances, then the Liens on the Collateral accuracy of the Second Lien Claimholders securing the Second Lien Debt shall also be subordinated to such interest or claim representations and shall remain subordinated to the Liens on the Collateral warranties and undertakings of the First Lien Claimholders consistent with Company in this AgreementAgreement for such purposes).

Financing. If Buyer has received, accepted and agreed to, all applicable commitment fees for (a) a valid and binding commitment letter from certain lenders (the Debtor shall be "DEBT FINANCING COMMITMENT LETTER"), committing them to provide to the Buyer debt financing for the Transactions in an aggregate amount of $3,535,000,000, subject to any Insolvency Proceeding the terms and if First Lien Creditor consents to conditions set forth therein (such debt financing, the use of cash collateral "DEBT FINANCING") and (as such term is defined in Section 363(ab) of a valid, binding and irrevocable commitment letter from certain equity investors (the Bankruptcy Code; herein, “Cash Collateral”"EQUITY FINANCING COMMITMENT LETTER"), on which First Lien Creditor has a Lien or consents committing them to the Debtor obtaining provide equity financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 Buyer in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, however, that the First Lien Creditor may withhold its consent or object to any DIP Financing proposed by Second Lien Creditor or any Second Lien Claimholder which is proposed if First Lien Creditor has not proposed or consented to DIP Financing which satisfies the DIP Financing Conditions. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by the First Lien Claimholders to secure the First Lien Debt are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge$1,500,000,000, claimminus the actual amount of the equity contributions made by affiliates or assignees of The Carlyle Group and Welsh, carve out or fee is reasonable Carson, Xxxxxxxx & Xxxxx to Buyer pursuant to the "Equity Financing Commitment Letter" under the circumstancesDexter Purchase Agreement, then subject to the Liens on terms and conditions set forth therein (such equity financing, the Collateral "XXXXXX EQUITY FINANCING" and together with the Debt Financing, the "FINANCING"). True and complete copies of the Second Lien Claimholders securing Debt Financing Commitment Letter and the Second Lien Xxxxxx Equity Financing Commitment Letter and the Dexter "Equity Funding Commitment Letter" are attached as Exhibit N, Exhibit O and Exhibit P to this Agreement, respectively. As of the date hereof, the Debt shall also be subordinated Financing Commitment Letter and the Equity Financing Commitment Letter are in full force and effect. True and complete copies of any agreements or understandings relating to such interest or claim and shall remain subordinated Financing Fees have been delivered to the Liens on Qwest Parties prior to the Collateral of the First Lien Claimholders consistent with this Agreementdate hereof.