Common use of Financing Clause in Contracts

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereof.

Financing. The Purchaser Parent has provided delivered to the Seller a Company, as of the date of this Agreement, true, complete and correct copy copies of (ai) a proposal letter and term sheet an executed commitment letter, dated June 24, 2014 from its prospective financing arranger to as of the Purchaser date hereof (the “Highly Confident Debt Commitment Letter”“, provided that, for purposes of this Agreement, the Debt Commitment Letter shall 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), evaluating the feasibility of a financing of up to $375,000,000 on the terms among Parent and conditions described therein ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ Fargo Capital Finance, LLC, 1903 Onshore Funding, LLC and Special Value Continuation Partners, LP (collectively, the “Loan Financing”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 finance which the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedDebt Commitment Parties (or Debt Financing Sources, as applicable) have agreed, subject to the terms and conditions expressed therein; thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing“ which includes, to the extent alternative financing from alternative financial institutions is obtained in accordance with this Agreement, any such alternative financing), and (bii) a letter executed equity commitment letters, dated June 12as of the date hereof (the “Equity Commitment Letters“, 2014 from a potential investor and together with the Debt Commitment Letter, the “Commitment Letters“), pursuant to which Family LLC and ▇▇▇▇▇▇ Equities VII, LLC, respectively (the “Equity Financing Letter”Sources“ and, together with the Debt Financing Sources, the “Financing Sources“) expressing an intent have committed, subject to provide equity financing the terms and conditions thereof, to invest up to the respective amounts set forth therein (the “Equity Financing,” “, and together with the Loan 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 transactions 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 material term is to be performed or complied 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, of the full amount of the Financing other than as expressly set forth in or contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan FinancingCommitment Letters. Subject to its terms and conditions, the Financing, if and when funded, The Financing will provide the Purchaser Parent and Merger Sub with acquisition financing on the Closing Date sufficient to pay all cash amounts required to be paid by Parent and Merger Sub under this Agreement in connection with the Seller the Purchase Price and to pay all related Merger, together with any fees and expenses due upon of or payable by Parent and Merger Sub with respect to the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete Merger and the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofClosing Date.

Financing. The Purchaser Parent has provided made available to the Seller Company a true, complete and correct copy of (ai) a proposal letter the executed commitment letter, dated March 26, 2018, among Parent (or its applicable Affiliate) and term sheet dated June 24the financial institutions party thereto (including all exhibits, 2014 from its prospective financing arranger to the Purchaser (schedules and annexes thereto, collectively, the “Highly Confident LetterFinancing Commitment”), evaluating pursuant to which the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedlenders party thereto have committed, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor to lend the amounts set forth therein (the “Equity Financing LetterCommitted Financing”) expressing an intent to provide equity 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 “Equity Financing,Fee Letter” and and, together with the Loan FinancingFinancing 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 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 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 arrangements or understandings to which Parent is a party related to the funding or investing, as applicable, of the Committed Financing or the transactions contemplated hereby other than as expressly set forth in the Financing Commitment Papers delivered to the Company on or prior to the date hereof. Parent has fully paid any and all commitment fees or other fees required to be paid by it in connection with the transactions contemplated Financing Commitment that are payable on or prior to the date hereof, Parent will, directly or indirectly, continue 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, 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 the 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 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 other party thereto under the Financing 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 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 if necessary depending on and (iii) the amount conditions set forth in Article VII are satisfied at the Charter Closing Date, as of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditionsdate hereof, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser 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 able to complete the Financing satisfied on the terms and conditions outlined in Charter Closing Date or that the Highly Confident Letter 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 Equity Pre-Closing Dividend or any of its other obligations under this Agreement that Parent obtain the Committed Financing Letter, subject or any other financing for or related to the terms and conditions expressed therein and the satisfaction any of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofTransactions.

Financing. The Purchaser Parent has provided delivered to the Seller a Company true and complete and correct copy copies of (ai) a proposal an executed commitment letter from each of ▇▇▇▇▇▇ ▇. ▇▇▇ Equity Fund VI, L.P., ▇▇▇▇▇▇ ▇. ▇▇▇ Parallel Fund VI, L.P. and term sheet dated June 24▇▇▇▇▇▇ ▇. ▇▇▇ Parallel (DT) Fund VI, 2014 from its prospective financing arranger to L.P. (collectively, “THL”) (such commitment letter together with the Purchaser Stock Purchase Agreement (as defined in such commitment letter) and the other agreements contemplated by such commitment letter or the Stock Purchase Agreement, the “Highly Confident Initial Equity Financing Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance make an equity investment in Black Knight Financial Services, Inc., a Subsidiary of Parent and the transactions contemplated by this Agreement and expressing the view that such arranger is parent company of Sub (“highly confident” that the financing described therein can be accomplishedNewCo”), subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor in cash in the aggregate amount set forth therein (the “Initial Equity Financing LetterFinancing”), and (ii) expressing an intent to provide equity financing executed commitment letter and Redacted Fee Letter from the financial institutions identified therein (collectively, the “Equity Financing,Initial Debt Financing Commitment” and and, together with the Loan FinancingInitial 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 transactions 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 this Agreement if necessary depending the Financing Commitments, together with Parent and Company cash on hand, will in the amount aggregate be sufficient for Parent, Sub and the Surviving Corporation to pay the aggregate Cash Consideration, all requisite payments of available cash in lieu of fractional shares pursuant to Section 2.02(i), all requisite payments of dividends or other 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 funding the Purchaser obtains 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 Loan Financing. Subject to its terms and conditions, consummation of the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price Transactions and to pay all related fees and expenses due upon 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, and, to the Knowledge of Parent and Sub, each of the other parties thereto, (y) enforceable in accordance with their respective terms against Parent and Sub, as applicable, and, to the Knowledge of Parent and Sub, each of the 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 Commitment is (x) the legal, 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 terms contemplated part of Parent or Sub or, to the Knowledge of Parent, any other parties thereto under the Financing Commitments; provided that 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 comply with any covenant or 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 constitute a default or breach on the part of Parent or Sub or any other parties thereto under the Equity Financing Commitment. As of the date of this Agreement. The Purchaser has no , 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 it any of the conditions to the Financing will not be able to complete satisfied or that the Financing will not be made available to Parent or Sub on the terms and Closing Date. There are no conditions outlined precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Highly Confident 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 Financing other than as expressly contained in the Financing Commitments and delivered to the Company prior to the date hereof. Other than the Initial Equity Financing Letter and, if applicable, the Additional Financing 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 of its Affiliates, on the other hand, which (A) contains additional or adversely modified conditions or other contingencies to the availability of the Equity Financing Letterrelative to those contained in the Equity Financing Commitments, subject (B) would otherwise reasonably be expected to prevent or materially impair or delay the terms and conditions expressed therein and funding of the Equity Financing (or satisfaction of the conditions precedent to the Purchaser’s obligation Equity Financing) on the Closing Date or the Closing, (C) adversely impacts the ability of Parent or Sub to consummate enforce its rights against the transactions contemplated hereby as specified other parties to the Equity Financing Commitments or (D) reduces the aggregate amount of the Equity Financing set forth in Sections 7.1 and 7.2 hereofthe Equity Financing Commitments.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter Buyers have delivered to Seller true and term sheet complete copies, including all exhibits, schedules or amendments thereto, of the fully executed commitment letter, dated June 24as of the date hereof, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Debt Commitment Letter”), evaluating by the feasibility lenders party thereto (collectively, the “Lenders”), in favor of a financing of up Silgan, pursuant to $375,000,000 on which, subject to the terms and conditions set forth therein, the Lenders have committed to provide debt financing in the aggregate amounts described therein therein, the proceeds of which shall be used in part to consummate the transactions contemplated herein (the “Loan Debt Financing”) and any fee letters related thereto (the “Fee Letters”) (it being understood that such Fee Letters have been redacted to finance omit the fee amounts and flex provisions provided therein). (b) The Debt Commitment Letter is in full force and effect and is a valid and binding obligation of the parties thereto, enforceable against the parties thereto in accordance with their terms, except to the extent that: (i) enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally; and (ii) the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The aggregate proceeds contemplated to be provided by the Debt Commitment Letter, together with Silgan’s and Buyers’ cash on hand and funds available to Silgan and Buyers under their existing revolving credit facility, will be sufficient to consummate the transactions contemplated by this Agreement and expressing to pay all of Silgan’s and Buyers’ related fees and expenses. The obligations of the view Lenders to fund the commitments under the Debt Commitment Letter are not subject to any conditions other than as expressly set forth in the Debt Commitment Letter or any contingencies that such arranger is “highly confident” that would permit the financing described therein can Lenders to reduce the total amount of the Debt Financing. There are no side letters, understandings or other agreements, contracts or arrangements relating to the funding of the full amount of the Debt Financing other than as expressly set forth in or contemplated by the Debt Commitment Letter or the Fee Letters. Silgan and Buyers have fully paid any and all commitment fees or other fees required to be accomplished, subject paid pursuant to the terms of the Debt Commitment Letter and conditions expressed thereinthe Fee Letters, to the extent the same are due and payable. As of the date of this Agreement: (i) the Debt Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, and the respective commitments have not been withdrawn, rescinded or terminated in any way; and (bii) no event has occurred that (with or without notice, lapse of time or both) would reasonably be expected to constitute a letter dated June 12breach, 2014 from default or failure to satisfy any condition precedent to funding under the Debt Commitment Letter by Silgan or Buyers. As of the date of this Agreement, Buyers have no knowledge of any facts or circumstances that are reasonably likely to result in: (i) any of the conditions set forth in the Debt Commitment Letter not being satisfied; or (ii) the funding contemplated in the Debt Commitment Letter not being made available to Silgan or Buyers on a potential investor (the “Equity Financing Letter”) expressing an intent timely basis in order to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with consummate the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereof.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) Each of the Parent Parties shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to arrange and obtain the Debt Financing and Equity Financing, in aggregate, on terms and conditions not materially less favorable (taken as a proposal letter and term sheet dated June 24whole) than those described in the Financing Documents, 2014 from its prospective financing arranger including to (i) negotiate definitive agreements with respect to the Purchaser (the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 Debt Financing on the terms and conditions described therein in the Debt Commitment Letters, (ii) maintain in full force and effect each of the “Loan Financing”) to finance Financing Documents until the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedTransactions are consummated in accordance with their respective terms (in each case, subject to Section 7.5(h) and any other amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by Section 7.5(c)), (iii) satisfy, or cause to be satisfied, on a timely basis all conditions to the closing of and funding under the Financing Documents applicable to any Parent Party that are within its control, (iv) draw upon and consummate the Debt Financing and Equity Financing at or prior to the Closing in accordance with the terms of the Financing Documents and (v) enforce their rights under the Financing Documents. (b) In the event that any portion of the Debt Financing has become unavailable on the terms and conditions expressed therein; contemplated in the applicable Debt Commitment Letters, (i) HoldCo shall promptly so notify the Company, and (bii) a letter dated June 12each of the Parent Parties shall use its reasonable best efforts to arrange to obtain alternative debt financing from the same or alternative sources as promptly as practicable following the occurrence of such event on terms and conditions not materially less favorable, 2014 in the aggregate, to the Parent Parties (from a potential investor (the “Equity Financing Letter”standpoint of the Parent Parties) expressing than those contained in the applicable Debt Commitment Letters in an intent to provide equity financing (the “Equity Financing,” and amount, together with the Loan aggregate proceeds of the Equity Financing, sufficient for HoldCo and the “Financing”Surviving Entity to pay (x) the Merger Consideration, and (y) any other amounts required to be paid in connection with the transactions consummation of the Transactions on the terms and conditions contemplated by hereby (the “Alternative Financing”), provided that in no event shall the terms of any Alternative Financing (A) prevent, delay or materially impede or materially impair the ability of the Parent Parties to consummate the Transactions in accordance with the terms of this Agreement if necessary depending or (B) impose new or additional conditions precedent or expand upon the conditions precedent to the availability of the Debt Financing that would reasonably be expected to make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur (any such event described in (A) or (B), an “Adverse Effect on Debt Financing”). The Parent Parties shall use their reasonable best efforts to promptly enter into (or cause to be entered into) and deliver to the amount Company true and complete copies of available cash all Contracts or other arrangements pursuant to which any alternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) as soon as practicable after execution thereof, provided that, such customary commitment letters and funding the Purchaser obtains fee letters in connection with the Loan Alternative Financing, if any and as applicable, may be redacted to omit numerical fee amounts provided therein and other commercially sensitive terms that would not affect the conditions, enforceability, availability, termination or the amount of the Debt Financing. In the event Alternative Financing is obtained, any reference in this Agreement to (A) the “Debt Financing” shall be deemed to include the Alternative Financing, and (B) the “Debt Commitment Letters” shall be deemed to include the Alternative Financing Documents. (c) Subject to Section 7.5(h), none of the Parent Parties shall agree to or permit any amendments or modifications to, or waivers of, any condition or other provision under any Financing Document without the prior written consent of the Company if such amendments, modifications or waivers would (x) reduce (or have the effect of reducing) the aggregate amount of the Debt Financing and Equity Financing, (y) impose new or additional conditions to the Debt Financing or Equity Financing (as applicable), or (z) otherwise expand, amend or modify the conditions to the Debt Financing or Equity Financing (as applicable), in each case of (x), (y) and (z), in a manner that would reasonably be expected to (A) prevent or delay in any material respect the ability of any Parent Party to consummate the Transactions or (B) (in the case of amendment, modification or waiver) adversely impact in any material respect the ability of any Parent Party to enforce its rights against the other parties to any Financing Document (it being understood that (i) any such amendment or modification in relation to pricing and/or other economic terms of any Financing Document, to the extent that such amendment or modification does not affect the enforceability, availability, termination, conditionality or amount of the financing under the Financing Documents, shall be permitted hereunder and conditionsshall be deemed not to prevent, impede or delay the consummation of the Transactions or of the transactions under the Financing Documents, and (ii) the Debt Commitment Letters may be replaced or substituted by any other commitment letters so long as such replacement or substitution does not have an Adverse Effect on Debt Financing). Without limiting the generality of the foregoing, none of the Parent Parties shall release or consent to the termination of the obligations of the other parties to any Financing Document, except as expressly contemplated or permitted hereby. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 7.5 shall require, and in no event shall the reasonable best efforts of any Parent Party be deemed or construed to require, any Parent Party to pay any fees in excess of, or agree to “market flex” provisions less favorable to the Parent Parties or the Surviving Entity (or any of their Affiliates) than, those contemplated by the Debt Commitment Letters and/or, if applicable, the Alternative Financing Documents (in each case, whether to secure waiver of any conditions contained therein or otherwise). (d) HoldCo shall, prior to the Closing, (i) give the Company prompt written notice (A) upon becoming aware of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) of any provision of, or termination by any party to any Financing Document or any other definitive agreement with respect to the Financing, if and when funded, will provide (B) upon the Purchaser receipt of any written notice or other written communication from any person with acquisition financing on the Closing Date sufficient respect to pay (x) any threatened breach or threatened termination by any party to any Financing Document or any other definitive agreement with respect to the Seller Financing or (y) any reduction of the Purchase Price and to pay all related fees and expenses due upon amount of the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe Financing such party is providing, (C) if HoldCo at any time believes that it will not be able to complete obtain all or any portion of the Debt Financing or Equity Financing on the terms and conditions outlined terms, in the Highly Confident manner, or from the sources contemplated by the Financing Documents, and (D) of the termination, repudiation, rescission, cancellation or expiration of any Commitment Letter or any other Financing Document; and (ii) otherwise keep the Company informed on a reasonably current basis of the status of the Parent Parties’ efforts to arrange the Debt Financing or Alternative Financing (as applicable) and the Equity Financing. As soon as reasonably practicable, but in any event within five (5) Business Days of the date the Company delivers to any Parent Party a written request, the Parent Parties shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (A), (B), (C) and (D) of the immediately preceding sentence. (e) Prior to the Closing, the Company agrees to use its reasonable best efforts to provide, and shall use reasonable best efforts to cause each of its Subsidiaries and each of their respective Representatives to use reasonable efforts to provide, to the Parent Parties, at HoldCo’s sole cost and expense, all reasonable cooperation as may be requested by the Parent Parties or its respective Representatives in connection with the Debt Financing or Alternative Financing that is necessary and customary for financings of the type contemplated by the Debt Commitment Letter, subject including without limitation (i) participating in a reasonable number of meetings, presentations and due diligence sessions with representatives of HoldCo and its Debt Financing or Alternative Financing sources, in each case on reasonable advance notice and which may in the Company’s sole discretion be virtual, (ii) assisting in the preparation of bank information memoranda, rating agency presentations and similar documents reasonably requested by the Parent Parties or its Representatives in connection with the Debt Financing or Alternative Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the terms Debt Financing and/or Alternative Financing and conditions expressed therein delivery of one or more customary representation letters), (iii) as promptly as reasonably practicable, furnishing the Parent Parties and the satisfaction its sources of the conditions precedent Debt Financing or Alternative Financing with financial statements and other pertinent information regarding the Company and its Subsidiaries as reasonably requested by the Parent Parties or any sources or prospective sources of the Debt Financing and/or Alternative Financing as is reasonably available to the PurchaserCompany and as may be obtained from the books and records of the Company and its Subsidiaries and using reasonable best efforts to cause the Company’s obligation independent accountants to provide assistance and cooperation in connection therewith to the Parent Parties and any sources or prospective sources of the Debt Financing and/or Alternative Financing, (iv) reasonably cooperating with advisors, consultants and accountants of the Parent Parties or any sources or potential sources of the Debt Financing or Alternative Financing with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets, liabilities, cash management and accounting systems and related policies and procedures of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values, (v) assisting in the preparation of one or more credit agreements and/or other similar instruments, as well as any pledge and security documents and other definitive financing documents, collateral filings or other certificates or documents that may be requested by any Parent Party and facilitating the granting of guaranty, security or pledging of collateral related to Debt Financing or Alternative Financing, provided, that any collateral to be pledged or security to be granted by any Parent Party under any Financing Documents that in any manner involves the Company, any of its Subsidiaries or any of their respective assets shall be contingent upon the occurrence of the Effective Time, (vi) promptly arranging and delivering prepayment notices, customary payoff letters, lien terminations and instruments of discharge or release, in each case, as reasonably requested by the Parent Parties or any sources or prospective sources of the Debt Financing and/or Alternative Financing for the purpose of repaying, prepaying, discharging, and/or releasing at the Effective Time all Indebtedness and liens arising under the Existing Facility Agreement (other than any obligations thereunder that expressly survive the termination thereof), (vii) taking customary actions reasonably necessary to establish bank and other accounts in connection with, and to enter into one or more definitive agreements to facilitate, the consummation of the Debt Financing or any Alternative Financing immediately prior to the Effective Time, provided that such agreements and arrangements shall not become active or take effect until the Effective Time, (viii) furnishing the Parent Parties and its Representatives and sources of the Debt Financing and/or Alternative Financing, promptly with all documentation and other information reasonably required with respect to the Debt Financing or any Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations and (ix) taking all corporate actions reasonably necessary to permit the consummation of the Debt Financing and/or Alternative Financing, including the execution and delivery of any other certificates, instruments or documents contemplated by the Debt Financing and/or Alternative Financing and reasonably requested by any Parent Party and to permit the proceeds thereof to be made available at Closing to consummate the transactions Transactions; provided that such certificates, instruments or documents shall not become active or take effect until the Effective Time. (f) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to: (i) pay any commitment or similar fee or incur any liability with respect to the Debt Financing or Alternative Financing prior to the Effective Time; (ii) to be an issuer or other obligor with respect to any Debt Financing or any Alternative Financing prior to the Effective Time; (iii) take or commit to taking any action that is not contingent upon the occurrence of the Effective Time or would otherwise subject it or any of its directors, managers, officers or employees to actual or potential liability in connection with the Debt Financing or Alternative Financing prior to the occurrence of the Effective Time; (iv) take any action in respect of the Debt Financing or any Alternative Financing to the extent that such action would cause any condition to Closing set forth in Article VIII to fail to be satisfied or otherwise result in a breach of this Agreement by the Company; (v) take any action in respect of the Debt Financing or any Alternative Financing that would conflict with or violate the Company’s or any of its Subsidiary’s organizational documents or any applicable Law, or result in the contravention of, or violation or breach of, or default under, any Contract to which the Company or any of its Subsidiaries is a party; (vi) take any action to the extent such action would unreasonably interfere with the business or operations of the Company or its Subsidiaries; (vii) provide access to or disclose information where the Company determines that such access or disclosure would reasonably be expected to jeopardize the attorney-client privilege or contravene any applicable Law or Contract (but shall use reasonable best efforts to grant such access or provide such disclosure in a manner which would not jeopardize such privilege or contravene any such Law or Contract); (viii) cause the directors and managers of the Company to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained unless HoldCo shall have determined that such directors and managers are to remain as directors and managers of the Company on and after the Closing Date and such resolutions are contingent upon the occurrence of, or only effective as of, the Closing; or (ix) waive or amend any terms of this Agreement or any other Contract to which the Company or its Subsidiaries is party. (g) Nothing contained in this Section 7.5 shall require such cooperation to the extent it would require the Company and its Subsidiaries to incur any expense unless such expense is reimbursed by the Parent Parties. HoldCo shall, promptly upon request by the Company, reimburse (or cause the applicable borrowers to reimburse) the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated hereby as specified in Sections 7.1 by this Section 7.5 and 7.2 hereof.shall indemnify and hold harmless the Co

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter Upon the request of Parent, the Company and term sheet dated June 24its Subsidiaries shall use its commercially reasonable efforts to take any actions reasonably requested by Parent that are necessary to facilitate the payoff by Parent (or in the case of letters of credit, 2014 from its prospective financing arranger facilitate the cash collateralization thereof) on the Closing Date and termination on the Closing Date (to the Purchaser extent provided therein and pursuant to the terms thereof) (the “Highly Confident LetterDebt Payoff”) of the Credit Agreement, dated as of November 2, 2015 (as amended by Amendment No. 1 thereto, dated as of December 22, 2015, Amendment No. 2 thereto, dated as of May 2, 2016 and Amendment No. 3 thereto, dated as of November 3, 2016) by and between the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, including using commercially reasonable efforts to obtain a payoff letter in connection therewith; provided, that any such action described above shall not be required unless it can be and is conditioned on the occurrence of the Closing, and it being understood that at the Closing, Parent shall provide all funds required to actually effect such payoff and termination. In no event shall the receipt of such payoff letter or the consummation of the Debt Payoff be a condition to any of the obligations of Parent or Merger Sub hereunder. In addition, upon the request of Parent, the Company shall use commercially reasonable efforts to cooperate with and provide such assistance to Parent reasonably requested by Parent in order to facilitate Parent and its counsel (or the Company, in the case of an officer’s certificate required under Section 5.01(c) of the Indenture between the Company and U.S. Bank National Association, as Trustee, dated September 8, 2016 (the “Indenture”, and such certificate, the “Notes Assumption Officer’s Certificate”)), in delivering, at the Closing, one or more legal opinions, officer’s certificates or other documents or instruments (the “Indenture Documents”) to the extent required by the terms of the Indenture in connection with the Merger (the “Notes Assumption”), evaluating and the feasibility Company shall use commercially reasonable efforts to provide all customary assistance reasonably required by Parent in connection with obtaining the execution of such documents by the other parties required to execute such instruments. Parent shall prepare all necessary and appropriate Indenture Documents and the Company shall have a financing reasonable opportunity to review and comment upon such documents. (b) Prior to the Closing, the Company shall use commercially reasonable efforts to, and the Company shall cause each of up its Subsidiaries to $375,000,000 on use commercially reasonable efforts to, and shall use commercially reasonable efforts to cause its and their representatives (including their auditors) to use commercially reasonable efforts to, cooperate with the terms and conditions described therein Parent as necessary, to the extent reasonably requested in writing by Parent, in connection with the offering, arrangement, issuance or sale of any senior unsecured notes issued in the capital markets, term loans, bridge loans, or any combination thereof, of Parent in connection with the transactions contemplated hereby (the “Loan Debt Financing”), including using commercially reasonable efforts to: (i) comment on (and to the extent reasonably requested by Parent and reasonably available to the Company, provide information and materials to be used in the preparation of) customary confidential information memoranda or similar offering documents (including prospectuses and prospectus supplements), customary rating agency presentations, and customary lender presentations, in each case for the Debt Financing; (ii) to finance the extent reasonably available to the Company at such time, furnish Parent for filing with the SEC, if required, and for inclusion in any prospectus or prospectus supplement or offering memorandum with financial and other pertinent historical information regarding the Company as may be reasonably requested by Parent, including, to the extent so available: (A) audited financial statements of the Company for each of the three fiscal years ending more than 60 days prior to the Closing Date (it being acknowledged that Parent has received such financial statements for the fiscal years of the Company ended September 25, 2016, September 27, 2015 and September 28, 2014); (B) unaudited financial statements for any quarterly interim period or periods of the Company (other than the fourth quarter of any fiscal year) ending after the date of the most recently ended fiscal year for which financial statements have been delivered pursuant to the foregoing clause (A) and more than 40 days prior to the Closing Date, together with unaudited financial statements for the corresponding period of the prior year (it being acknowledged that Parent has received such financial statements for the fiscal quarters of the Company ended April 9, 2017 and January 15, 2017); and (C) all other historical financial data regarding the Company reasonably required and requested in writing by Parent (and reasonably available to the Company) to permit Parent to prepare customary pro forma financial statements, and in the case of clauses (A) and (B) meeting the requirements of Rule 3-05 of Regulation S-X under the Securities Act; (iii) (A) cause the Company’s independent accountants to consent to the inclusion of their audit reports with respect to the financial statements furnished pursuant to Section 6.16(c)(ii) and the applicable audited annual financial statements of the Company in any registration statement of the Parent filed with the SEC, if any, relating to the Debt Financing and (B) cause such independent accountants to provide customary comfort letters (including “negative assurance” comfort, if appropriate) in connection with any debt capital markets transaction comprising a part of the Debt Financing to the applicable underwriters, initial purchasers or placement agents thereof in each case, on customary terms and consistent with the customary practice of such independent accountants; and (iv) cooperate reasonably with customary due diligence of the sources of the Debt Financing. (c) The foregoing notwithstanding, neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 6.16 that: (i) would unreasonably interfere with the ongoing business or operations of the Company and/or its Subsidiaries; (ii) would require the Company, its Subsidiaries or any Persons who are directors of the Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing, the Notes Assumption, or the Debt Payoff or execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, except for execution and delivery by an officer of the Company of the Notes Assumption Officer’s Certificate, provided that no officer of the Company who is not expected to continue in such capacity following the Closing will be required to execute and deliver the Notes Assumption Officer’s Certificate; (iii) would cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries; (iv) would require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Debt Financing, the Notes Assumption, or the Debt Payoff prior to the Closing or have any obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument be effective until the Closing; (v) could reasonably be expected to cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability; (vi) could reasonably be expected to conflict with the organizational documents of the Company or its Subsidiaries or any Laws; (vii) could reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any contract to which the Company or any of its Subsidiaries is a party; (viii) provide access to or disclose information that the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries; (ix) prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice; (x) require the Company or any of its Subsidiaries to enter into any instrument or agreement with respect to the Debt Financing, the Debt Payoff or the Notes Assumption that is effective prior to the occurrence of the Closing or that would be effective if the Closing does not occur; (xi) prepare any projections or pro forma financial statements; or (xii) deliver or cause to be delivered any opinion of counsel in connection with the Debt Financing, the Debt Payoff or the Notes Assumption. Nothing contained in this Section 6.16 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. (d) Parent shall indemnify and hold harmless the Company and each of its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorney’s fees), interest, awards, judgments and penalties suffered or incurred in connection with the Debt Financing, the Notes Assumption, or the Debt Payoff, or otherwise in connection with any and all of the matters contemplated by this Section 6.16 (other than arising from fraud on the part of the Company or its Subsidiaries), whether or not the Merger is consummated or this Agreement is terminated. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or its Subsidiaries in connection with the Debt Financing, the Notes Assumption, or the Debt Payoff, or this Section 6.16, whether or not the Merger is consummated or this Agreement is terminated. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 6.16 represent the sole obligation of the Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including the Debt Financing) to be obtained by Parent or Merger Sub with respect to the transactions contemplated by this Agreement and expressing no other provision of this Agreement (including the view that Exhibits and Schedules hereto) shall be deemed to expand or modify such arranger is “highly confident” that obligations. In no event shall the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity receipt or availability of any funds or financing (including, for the “Equity Financing,” and together with the Loan Financingavoidance of doubt, the “Debt Financing”) in connection with the by Parent, Merger Sub or any of their respective Affiliates or any other financing or other transactions contemplated by this Agreement if necessary depending on the amount be a condition to any of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by Parent’s or Merger Sub’s obligations under this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereof.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter At the Initial Merger Effective Time, Parent will have available to it sources of immediately available funds sufficient to consummate the Mergers and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Letter”), evaluating the feasibility of a financing of up pay all amounts required to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated be paid by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) it in connection with the transactions contemplated by this Agreement if necessary depending Agreement, including the Cash Election Consideration. (b) As of the date hereof, Parent has provided to the Company a true, correct and complete copy of that certain commitment letter, dated as of the date hereof, by and among Finance LLC and the Debt Financing Sources party thereto (together with the term sheet and all exhibits, schedules and annexes thereto, the “Commitment Letter”), and all fee letters associated therewith (as amended, supplemented, extended, replaced or otherwise modified from time to time in accordance with the terms hereof, collectively, the “Fee Letter”) (provided that provisions in the Fee Letter related solely to fees, economic terms and “market flex” provisions agreed to by the parties may be redacted (none of which redacted provisions could reasonably be expected to impose additional conditions or contingencies on the amount availability of available cash and funding Debt Financing at the Purchaser obtains in connection with the Loan Financing. Subject Closing), to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letterprovide, subject to the terms and conditions expressed therein, Debt Financing in the aggregate amount set forth therein for the purpose of funding the transactions contemplated by this Agreement). The Commitment Letter has not been amended or modified prior to the date hereof, and, as of the date hereof, no amendment or modification is contemplated or pending, and the respective commitments contained in the Commitment Letter have not been withdrawn, terminated or rescinded in any respect, and to the Knowledge of Parent, no such withdrawal, termination or rescission is contemplated. Assuming the satisfaction of the conditions precedent set forth in Section 6.1 and Section 6.2, as of the date hereof, no event has occurred which, with or without notice or lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Finance LLC or, to the Purchaser’s Knowledge of Parent, any other Person, in each case, under the Commitment Letter. The funding of the full amount of the Debt Financing contemplated by the Commitment Letter is not subject to any conditions or other contingencies other than as set forth expressly therein and as of the date hereof, the Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Finance LLC and, to consummate the transactions Knowledge of Parent, each of the other parties thereto, as the case may be, subject to Enforceability Exceptions. All commitment and other fees required to be paid under the Commitment Letter prior to the date hereof have been paid in full. As of the date hereof, neither Parent nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing contemplated hereby by the Commitment Letter, other than as specified set forth in Sections 7.1 the Commitment Letter and 7.2 hereofthe Fee Letter. (c) ▇▇▇▇▇▇ acknowledges and agrees that in no event is the receipt or availability of any funds or financing (including the Debt Financing) by any Parent Party or Finance LLC a condition to the Closing.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger Parent has delivered to the Purchaser (the “Highly Confident Letter”), evaluating the feasibility Company a true and complete copy of a financing of up fully executed, definitive commitment letter from the Financing Sources named therein, pursuant to $375,000,000 on which such Financing Sources have committed, upon the terms and subject to the conditions described therein (set forth therein, to provide the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the debt financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending (the “Commitment Letter”, and such Commitment Letter together with any definitive credit, indentures, debentures, facilities or similar financing agreement, as replaced, amended, supplemented, modified or waived, in compliance with this Agreement and including all exhibits, schedules, and annexes to such agreements, the “Debt Financing Agreements,” and the financing contemplated pursuant to the Debt Financing Agreements, the “Debt Financing”). (b) As of the date of this Agreement, the Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Parent, and to the Knowledge of Parent, the other parties thereto, and is enforceable in accordance with its terms against Parent, and to the Knowledge of Parent, against each of 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 of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to (i) constitute a material breach or default by Parent under the Commitment Letter, (ii) to the Knowledge of Parent, result in the failure of any condition contained in the Commitment Letter to be satisfied or (iii) to the Knowledge of Parent, result in the commitments provided in the Commitment Letter being unavailable on the Closing Date. 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 contemplated by Parent (except as may be required by the Commitment Letter or fee letters referred to below), 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 respect. The consummation of the Debt Financing is subject to no conditions precedent other than those expressly set forth in the Commitment Letter, and to the Knowledge of Parent, there are no contingencies that would permit the Financing Sources to reduce the total amount of the Debt Financing such that Parent (and, after the consummation of the Parent Restructuring, HoldCo) would be unable to consummate the Closing, other than in each case those conditions or contingencies expressly set forth in the Commitment Letter. Except for fee letters relating to fees with respect to the Debt Financing (redacted copies of which, removing fee amounts and market “flex” provisions (none of which would adversely affect the amounts or availability of the Debt Financing), have been provided to the Company), there are no side letters or other Contracts to which any Parent Entity is a party related to the quantum or conditionality of the Debt Financing (other than as contemplated under Section 7.07(b)), other than the Commitment Letter. As of the date of this Agreement, none of the Parent Entities have 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, HoldCo and the Merger Subs on or prior to the Closing Date. The aggregate proceeds of the Debt Financing, together with cash, cash equivalents and funding short-term marketable securities held by the Purchaser obtains Parent Entities, as of the First Effective Time, will be sufficient to enable Parent and/or HoldCo to pay all amounts required to be paid by them in cash in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms transactions contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete , including the Financing on the terms Preferred Stock Consideration and conditions outlined in the Highly Confident Letter all payments, fees and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction expenses payable by them arising out of the conditions precedent to the Purchaser’s obligation to consummate consummation of the transactions contemplated hereby by this Agreement, the Company Notes and Credit Agreement. The obligations of HoldCo and Parent hereunder are not subject to any condition regarding HoldCo’s, Parent’s or any other Person’s ability to obtain financing for the transactions contemplated by this Agreement. (c) After giving effect to the Transaction and the payment of the Merger Consideration, the Debt Financing and the payment of all payments, fees and expenses payable by any of the Parent Entities, each of HoldCo and Parent will be solvent (as specified defined in Sections 7.1 and 7.2 the Commitment Letter as of the date hereof).

Financing. The Purchaser (a) Sequential has provided delivered to the Seller MSLO a true, complete and correct copy of the executed debt commitment letter, dated as of the date hereof between Sequential and GSO Capital Partners, LP (a) a proposal such commitment letter and term sheet dated June 24all fee letters associated therewith, 2014 from its prospective financing arranger in each case as amended or otherwise modified only to the Purchaser (the extent permitted by this Agreement, collectively, “Highly Confident LetterFinancing Commitments”), evaluating pursuant to which the feasibility of a financing of up lenders party thereto have committed, subject to $375,000,000 on the terms and conditions described set forth therein, to lend the aggregate principal amounts set forth therein (for the “Loan Financing”) to finance purposes of financing the transactions contemplated by this Agreement and expressing related fees and expenses (the view that such arranger “Financing”). As of the date hereof, (a) the Financing Commitments have not been amended, restated or otherwise modified, (b) no amendment, restatement or other modification to the Financing Commitments is contemplated and (c) the respective commitments contained in the Financing Commitments have not been reduced, withdrawn, terminated or rescinded in any respect and, to Sequential’s knowledge, no reduction, withdrawal, termination or rescission is contemplated. Except for the fee letter referenced in the Financing Commitments (a true, complete and correct copy of which has been provided to MSLO, with only fee amounts and certain economic terms of the market flex agreed to by the parties redacted, none of which redacted provisions will adversely affect the availability of, or impose conditions on the availability of, the full amount of the Financing at Closing), there are no side letters or other agreements, Contracts or arrangements related to the funding of the Financing other than as expressly set forth in the Financing Commitments delivered to MSLO on or prior to the date hereof. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of Sequential, and to the knowledge of Sequential, the other parties thereto, enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). There are no conditions precedent or other contingencies (including pursuant to any “highly confidentmarket flex” that provisions in the financing described therein can be accomplishedrelated fee letter or otherwise) related to the funding of the full amount of the Financing, subject to other than as expressly set forth in the Financing Commitments. As of the date hereof, (i) Sequential is not in default or breach under the terms and conditions expressed therein; of the Financing Commitments and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Sequential or, to the knowledge of Sequential, any other party thereto, under the terms and conditions of the Financing Commitments and (bii) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent Sequential has not received any written notice of such default or event. All commitment and other fees required to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending be paid on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay or prior to the Seller date hereof under the Purchase Price Financing Commitments have been paid and, assuming the satisfaction of the conditions precedent to Sequential’s obligations in Section 7.1 and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no 7.3 hereunder, Sequential does not have any reason to believe that it will not be able to complete satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition to availability of the Financing or that the full amount of the Financing will not be made available to Sequential on the terms and Closing Date and, as of the date hereof, Sequential is not aware of the existence of any facts or events that would reasonably be expected to cause such conditions outlined to the Financing not to be satisfied or the full amount of the Financing not to be available. The aggregate proceeds contemplated to be provided under the Financing Commitments, together with Sequential’s existing resources, in the Highly Confident Letter aggregate, will be sufficient to make all required payments in connection with the MSLO Merger and the Equity Financing Letterother transactions contemplated hereby, subject including payment of the MSLO Cash Consideration, any debt required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Mergers (including all indebtedness of MSLO and its Subsidiaries required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection therewith) and all other amounts to be paid pursuant to this Agreement and associated fees, costs and expenses of the Mergers and the other transactions contemplated hereby, including the Financing, on the Closing Date. Sequential affirms that it is not a condition to the terms and conditions expressed therein and the satisfaction Closing or any of the conditions precedent to the Purchaser’s obligation to consummate its other obligations under this Agreement that it obtain financing for, or related to, any of the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofby this Agreement.

Financing. The Purchaser Parent has provided delivered to the Seller Company a complete and correct fully executed copy of the commitment letter, dated as of July 15, 2014, between Parent, Bank of America, N.A. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ 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 (aprovided that the provisions in any such fee 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) a proposal of the Financing at the Closing) (such commitment letter and related term sheet dated June 24sheets, 2014 from its prospective financing arranger together with all exhibits, annexes, schedules, amendments and attachments thereto, as amended or otherwise modified only to the Purchaser (extent permitted by this Agreement, collectively, the “Highly Confident Commitment Letter”). Pursuant to, evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12of, 2014 from a potential investor the Commitment Letter, the lenders thereunder have committed to provide to Parent the aggregate principal amounts set forth therein (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financingprovision of such funds as set forth therein, the “Financing”) for the purposes set forth in connection with such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the transactions contemplated by execution and delivery of this Agreement if necessary depending on 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 available cash the Financing (except for the fee letter referenced above and funding the Purchaser obtains in connection with the Loan Financing. Subject any engagement letters or fee discount letters related to its terms and conditions, the Financing, if and when funded, which will provide the Purchaser with acquisition financing not have an adverse impact on the Closing Date sufficient to pay funding of the full amount of the Financing pursuant to the Seller the Purchase Price and Commitment Letter at or prior to pay all related fees and expenses due upon the Closing on the terms contemplated by 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. The Purchaser 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 no 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 it any of the conditions to the Financing will not be able to complete satisfied or that the Financing will not be available to Parent on the terms Closing Date. Each of Parent and conditions outlined in the Highly Confident Letter Merger Sub, as applicable, has fully paid, or caused to be fully paid, any and the Equity Financing Letter, subject all commitment fees or other fees to the terms and conditions expressed therein and the satisfaction of the conditions precedent extent required to be paid on or prior to the Purchaser’s obligation to consummate date of this Agreement in connection with the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofFinancing.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) Parent is a proposal party to and has accepted a fully executed commitment letter dated November 5, 2021 (together with all exhibits and term sheet dated June 24schedules thereto, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Commitment Letter”), evaluating pursuant to which the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedFinancing Entities party thereto have agreed, subject to the terms and conditions expressed thereof, to provide debt financing in the amounts set forth therein; . The debt financing committed pursuant to the Commitment Letter is collectively referred to in this Agreement as the “Financing.” Parent has delivered to the Company a true, complete and correct copy of the fully executed Commitment Letter. (b) a letter dated June 12Except as expressly set forth in the Commitment Letter, 2014 from a potential investor (there are no conditions precedent to the “Equity obligations of the Financing Letter”) expressing an intent Entities to provide equity financing (the “Equity Financing,” and together with Financing or any contingencies that could permit the Loan Financing Entities to reduce the total amount of the Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on including any condition or other contingency relating to the amount of available cash and funding availability of the Purchaser obtains in connection with the Loan FinancingFinancing pursuant to any “flex” provision. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay Assuming satisfaction or waiver (to the Seller extent permitted by applicable Law) of the Purchase Price conditions in Section 7.1 and to pay all related fees and expenses due upon Section 7.2, as of the Closing on the terms contemplated by this Agreement. The Purchaser has no date hereof, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all material terms and conditions to be satisfied by it in the Commitment Letter on or prior to the Closing Date or that the Financing will not be able available to complete Parent on the Closing Date, nor does Parent have knowledge that any of the Financing Entities will not perform its obligations thereunder. There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Letter that could affect the availability, conditionality, enforceability, termination or amount of the Financing. (c) The Financing, when funded in accordance with the Commitment Letter and giving effect to any “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 sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement and under the Commitment Letter, including the payment of the Merger Consideration and any fees and expenses of or payable by Parent or Merger Sub pursuant to the terms of this Agreement and the Commitment Letter and to prepay, repay, refinance or satisfy and discharge all outstanding indebtedness of the Company and the Company Subsidiaries that is required pursuant to its terms to be prepaid, repaid, refinanced or satisfied and discharged at the Closing (such amounts, collectively, the “Merger Amounts”). (d) The Commitment Letter constitutes a legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, the other party thereto and is in full force and effect subject to Bankruptcy and Equity Exceptions. To the knowledge of Parent, as of the date hereof, no event has occurred which, with or without notice, lapse of time, or both, constitutes, or could reasonably be expected to constitute, a default, breach or a failure to satisfy a condition precedent on the part of Parent under the terms and conditions outlined of the Commitment Letter. Parent or an Affiliate thereof on its behalf has paid in the Highly Confident Letter full any and the Equity Financing Letter, subject all commitment fees and other fees required to be paid pursuant to the terms and conditions expressed therein and the satisfaction of the conditions precedent Commitment Letter on or before the date of this Agreement, and will pay in full any such amounts due after the date of this Agreement as and when due. The Commitment Letter has not been materially modified, amended or altered as of the date hereof; the Commitment Letter will not be amended, modified or altered at any time through the Closing, except as permitted by Section 6.20 (with any such amendment, modification or alteration promptly notified in writing to the PurchaserCompany); and, as of the date hereof, the commitment under the Commitment Letter has not been terminated, reduced, withdrawn or rescinded in any respect, and, to the knowledge of Parent, no termination, reduction, withdrawal or rescission thereof is contemplated. (e) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Parent or any Affiliate or any other financing or other transactions be a condition to any of Parent’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofobligations under this Agreement.

Financing. The Purchaser has provided to the Seller a complete and correct copy of Attached hereto as Exhibit 4.7 are (ai) a proposal letter Senior Facilities Commitment Letter from Dresdner Kleinwort Bens▇▇ ▇▇▇th America LLC ("DKBNA") and term sheet dated June 24Dresdner Bank AG, 2014 from its prospective financing arranger to the Purchaser New York and Grand Caymans Branch (the “Highly Confident Letter”"Dresdner"), evaluating dated as of the feasibility of date hereof, which provides for a commitment for senior debt financing in an aggregate principal amount of up to $375,000,000 on 50,000,000, (ii) a Senior Subordinated Notes Commitment Letter from DKBNA, Dresdner and Dresdner AG, Hamburg Branch, dated as of the terms and conditions described therein date hereof, which provides for a commitment for subordinated debt financing in an aggregate principal amount of $10,000,000, (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (biii) a letter from Dicom Group plc, dated June 12as of the date hereof, 2014 from which provides for a potential investor (the “Equity Financing Letter”) expressing an intent to provide commitment of equity financing of $4,000,000, (iv) a letter from Dresdner Kleinwort Bens▇▇ ▇▇▇vate Equity Partners LP, dated as of the “Equity Financing,” and together date hereof, which provides for a commitment of equity financing of $16,000,000 (collectively, the "Commitment Letters"). Assuming the financings contemplated by the Commitment Letters are consummated in accordance with the Loan Financingterms thereof, the “Financing”) amounts received thereunder by Parent and Merger Sub will provide Parent and Merger Sub with sufficient funds to pay the aggregate amount payable in connection respect of the Shares and the Stock Options upon the consummation of the Offer and the Merger in accordance with the transactions contemplated by this Agreement if necessary depending on the amount terms hereof. Neither Parent nor Merger Sub is presently aware of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason any facts or circumstances which create a reasonable basis for Parent or Merger Sub to believe that it the conditions precedent set forth in the Commitment Letters will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofsatisfied.

Financing. The Purchaser Parent has provided delivered to the Seller a Company true and complete copies of: (i) the executed commitment letter, dated as of August 4, 2011 between Parent, Bank of America, N.A., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Bank PLC, Barclays Capital, the investment banking division of Barclays Bank, Citigroup Global Markets Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A. and correct copy ▇.▇. ▇▇▇▇▇▇ Securities LLC (collectively, the “Debt Financing Sources”) and excerpts of (a) a proposal those portions of the Fee Letter and any other executed fee letter and term sheet dated June 24, 2014 from its prospective financing arranger engagement letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the Purchaser (the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on parties) regarding the terms and conditions described 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 and engagement letter, collectively, (the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the Debt Financing Sources have agreed to lend the amounts set forth therein (the “Loan Debt Financing”) to finance for the transactions contemplated by this Agreement purpose of funding the Transactions; (ii) the executed equity commitment letter, dated as of August 4, 2011 among Sophia Holding I and expressing ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Capital Partners VI, L.P. and the view that such arranger is other parties thereto (collectively, the “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (bInvestors”) a letter dated June 12, 2014 from a potential investor (the “Transaction Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,Commitment” and together with the Loan Debt Financing Commitment, the “Transaction Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Transaction Equity Financing” and together with the Debt Financing, the “Transaction Financing”); and (iii) the executed equity commitment letter, dated as of August 4, 2011 among Datatel and the Investors (the “Termination Fee Equity Financing Commitment” and together with the Transaction Financing Commitments, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Termination Fee Equity Financing” and together with the Transaction Financing, the “Financing”) ). None of the Financing Commitments have been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in connection with the transactions contemplated by this Agreement if necessary depending on Financing Commitments have not been withdrawn, terminated or rescinded in any respect. As of the amount date hereof, there are no other agreements, side letters or arrangements to which Parent or Merger Sub is a party relating to any of available cash and funding the Purchaser obtains in connection with Financing Commitments that could affect the Loan availability of the Financing. Subject to its terms and conditionsAs of the date hereof, the FinancingFinancing Commitments are in full force and effect and constitute the legal, if valid and when fundedbinding obligations of each of Parent and, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller knowledge of Parent, the Purchase Price and other parties thereto. There are no conditions precedent related to pay all related fees and expenses due upon the Closing on funding of the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete full net proceeds of the Financing on the terms and conditions outlined (including any “market flex” provisions) other than as expressly set forth in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and Commitments. Assuming the satisfaction of the conditions precedent set forth in Section 8.3(a) and Section 8.3(b), or Section 8.3(a) and Section 8.3(b) of the Asset Purchase Agreement, as applicable, the aggregate proceeds to be disbursed pursuant to the Purchaser’s obligation agreements contemplated by the Transaction Financing Commitments, in the aggregate and together with the available cash, cash equivalents and marketable securities of Datatel and its Subsidiaries, will be sufficient for Parent and the Surviving Corporation to consummate pay the transactions Merger Consideration, Purchaser Company to pay the Purchase Price, Datatel and each of its Subsidiaries to refinance their outstanding Indebtedness that is required by its terms to be refinanced in connection with the consummation of the Transactions and the Datatel Entities and their respective Subsidiaries to pay the fees and expenses of the Datatel Entities and the SunGard Entities (to the extent reimbursable under Section 7.15) related to the foregoing. As of the date hereof, no event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent under any of the Financing Commitments, and neither Sophia Holding I nor Datatel has any reason to believe that any of the conditions to any of the Financing will not be satisfied or that the Financing will not be available to Sophia Holding I or Datatel, as applicable, on the date of the Applicable Closing or, in the case of the Termination Fee Equity Financing, on the date the Parent Termination Fee is payable in accordance with Section 9.2(b). The Datatel Entities have fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Except as otherwise contemplated hereby as specified in Sections 7.1 by Section 9.4, the obligations of the Datatel Entities under this Agreement and 7.2 hereofthe Asset Purchase Agreement are not subject to any conditions regarding their ability to obtain financing for the Transactions.

Financing. The Purchaser Buyer has provided to the Seller a complete received, accepted and correct copy of agreed to, all applicable commitment fees for (a) a proposal valid and binding commitment letter and term sheet dated June 24from certain lenders (the "DEBT FINANCING COMMITMENT LETTER"), 2014 from its prospective financing arranger committing them to provide to the Purchaser (Buyer debt financing for the “Highly Confident Letter”), evaluating the feasibility Transactions in an aggregate amount of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished3,535,000,000, subject to the terms and conditions expressed therein; set forth therein (such debt financing, the "DEBT FINANCING") and (b) a valid, binding and irrevocable commitment letter dated June 12, 2014 from a potential investor certain equity investors (the “Equity Financing Letter”) expressing an intent "EQUITY FINANCING COMMITMENT LETTER"), committing them to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) to Buyer in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash $1,500,000,000, minus the actual amount of the equity contributions made by affiliates or assignees of The Carlyle Group and funding the Purchaser obtains in connection with the Loan Financing. Subject Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay Buyer pursuant to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the "Equity Financing Commitment Letter" under the Dexter Purchase Agreement, subject to the terms and conditions expressed set forth therein (such equity financing, the "▇▇▇▇▇▇ EQUITY FINANCING" and together with the Debt Financing, the "FINANCING"). True and complete copies of the Debt Financing Commitment Letter and the satisfaction ▇▇▇▇▇▇ 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 conditions precedent date hereof, the Debt 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 Financing Fees have been delivered to the Purchaser’s obligation Qwest Parties prior to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 date hereof.

Financing. The Purchaser Parent has provided delivered to the Seller a Company true and complete copies of: (i) the executed commitment letter, dated as of August 4, 2011 between Parent, Bank of America, N.A., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Bank PLC, Barclays Capital, the investment banking division of Barclays Bank, Citigroup Global Markets Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A. and correct copy ▇.▇. ▇▇▇▇▇▇ Securities LLC (collectively, the “Debt Financing Sources”) and excerpts of those portions of the Fee Letter (aas defined in the Merger Agreement) a proposal and any other executed fee letter and term sheet dated June 24, 2014 from its prospective financing arranger engagement letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the Purchaser (the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on parties) regarding the terms and conditions described 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 and engagement letter, collectively, (the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the Debt Financing Sources have agreed to lend the amounts set forth therein (the “Loan Debt Financing”) to finance for the transactions contemplated by this Agreement purpose of funding the Transactions; (ii) the executed equity commitment letter, dated as of August 4, 2011 among Sophia Holding I (as defined in the Merger Agreement) and expressing ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Capital Partners VI, L.P. and the view that such arranger is other parties thereto (collectively, the “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (bInvestors”) a letter dated June 12, 2014 from a potential investor (the “Transaction Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,Commitment” and together with the Loan Debt Financing Commitment, the “Transaction Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Transaction Equity Financing” and together with the Debt Financing, the “Transaction Financing”); and (iii) the executed equity commitment letter, dated as of August 4, 2011 among Datatel and the Investors (the “Termination Fee Equity Financing Commitment” and together with the Transaction Financing Commitments, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Termination Fee Equity Financing” and together with the Transaction Financing, the “Financing”) ). None of the Financing Commitments have been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in connection with the transactions contemplated by this Agreement if necessary depending on Financing Commitments have not been withdrawn, terminated or rescinded in any respect. As of the amount date hereof, there are no other agreements, side letters or arrangements to which Parent or Merger Sub is a party relating to any of available cash and funding the Purchaser obtains in connection with Financing Commitments that could affect the Loan availability of the Financing. Subject to its terms and conditionsAs of the date hereof, the FinancingFinancing Commitments are in full force and effect and constitute the legal, if valid and when fundedbinding obligations of each of Parent and, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller knowledge of Parent, the Purchase Price and other parties thereto. There are no conditions precedent related to pay all related fees and expenses due upon the Closing on funding of the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete full net proceeds of the Financing on the terms and conditions outlined (including any “market flex” provisions) other than as expressly set forth in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and Commitments. Assuming the satisfaction of the conditions precedent set forth in Section 8.3(a) and Section 8.3(b) or Section 8.3(a) and Section 8.3(b) of the Merger Agreement, as applicable, the aggregate proceeds to be disbursed pursuant to the Purchaser’s obligation agreements contemplated by the Transaction Financing Commitments, in the aggregate and together with the available cash, cash equivalents and marketable securities of Datatel and its Subsidiaries, will be sufficient for Parent and the Surviving Corporation (as defined in the Merger Agreement) to consummate pay the transactions Merger Consideration (as defined in the Merger Agreement), Purchaser Company to pay the Purchase Price, Datatel and each of its Subsidiaries to refinance their outstanding Indebtedness that is required by its terms to be refinanced in connection with the consummation of the Transactions and the Datatel Entities and their respective Subsidiaries to pay the fees and expenses of the Datatel Entities and the SunGard Entities (to the extent reimbursable under Section 7.15 of the Merger Agreement) related to the foregoing. As of the date hereof, no event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent under any of the Financing Commitments, and neither Sophia Holding I nor Datatel has any reason to believe that any of the conditions to any of the Financing will not be satisfied or that the Financing will not be available to Sophia Holding I or Datatel, as applicable, on the Asset Closing Date or, in the case of the Termination Fee Equity Financing, on the date the Parent Termination Fee (as defined in the Merger Agreement) is payable in accordance with Section 9.2(b) of the Merger Agreement. The Datatel Entities have fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Except as otherwise contemplated hereby as specified in Sections 7.1 by Section 9.4 of the Merger Agreement, the obligations of the Datatel Entities under this Agreement and 7.2 hereofthe Merger Agreement are not subject to any conditions regarding their ability to obtain financing for the Transactions.

Financing. (A) The Purchaser has provided Parties acknowledge and agree that (1) the costs of all or a portion of the LTCP will be financed by debt issued by some or all of the Parties under the New York Local Finance Law, and (2) the LTCP will be divided into phases in order to provide for the orderly undertaking and financing of the LTCP. (B) The Parties agree as follows: (1) The LTCP constitutes the implementation of a joint project to make water quality improvements to the Seller a complete ▇▇▇▇▇▇ River as required pursuant to the Consent Order and correct copy provided under New York Local Finance Law § 15.00. (2) Any of the Parties issuing debt to finance its percentage share of LTCP Project Costs agrees to coordinate with the other Parties on the use of model (or substantially similar) bond resolutions and related financing documents to ensure compliance with the requirements of the New York Local Finance Law. (3) If the EFC is providing any portion of the financing for the undertaking of the LTCP, the following shall apply: (a) a proposal letter A project finance agreement and term sheet dated June 24disbursing agreement may be required to be executed and delivered by the Parties to provide for the deposit and disbursement of monies to undertake the LTCP. The Parties will comply with the terms and provisions of EFC’s standard Project Finance Agreement and Bid Package, 2014 from its prospective copies of which are appended hereto as Appendices C and D. (b) The Parties shall notify EFC of any change in (i) any of the financing arranger to arrangements for the Purchaser LTCP or (ii) this Agreement. (c) The Party or Parties bound by the project finance agreement with EFC shall comply with the applicable statutory and regulatory requirements, including New York Environmental Conservation Law § 17-1909, title 6 of the New York Codes, Rules and Regulations (“Highly Confident LetterNYCRR”), evaluating Part 649, and 21 NYCRR Part 2602, and further including the feasibility requirement that during the term of a project’s financing of up to $375,000,000 on by the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan FinancingEFC, the “Financing”recipient of funding shall have, or acquire, such title, estate or interest in the site of the project to ensure the undisturbed use and possession of the project site during construction and for the term of the Party’s obligations under the project finance agreement. (4) If required by the New York Local Finance Law or the EFC in connection with the transactions contemplated issuance of debt by this Agreement if necessary depending on any of the amount Parties to finance a portion of available cash and funding the Purchaser obtains LTCP, to grant an interest in connection with such financed portion of the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay LTCP to the Seller the Purchase Price and Party issuing such debt. (5) To coordinate among themselves with respect to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of timetables, adoption of resolutions, receipt, collection and deposit of monies, and the conditions precedent issuance of debt, if applicable, to ensure that sufficient funds are available to undertake and complete each phase of the LTCP. (6) Any Party or Parties seeking an advance under any EFC project finance agreement to finance LTCP Project Costs shall submit such requisition for a loan advance to the Purchaser’s obligation to consummate LDC, and the transactions contemplated hereby as specified in Sections 7.1 LDC shall obtain and 7.2 hereofadminister such requisitions on behalf of the Party or Parties.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) Parent has delivered to Company a proposal letter true, correct and complete copy of a duly executed debt commitment letter, dated as of October 24, 2025, and Redacted Fee Letter (together with the term sheet dated June 24and any other annexes, 2014 from its prospective financing arranger to the Purchaser (exhibits, schedules or other attachments thereto, collectively, the “Highly Confident Debt Commitment Letter”), evaluating by and among Parent, REIT Merger Sub, OP Merger Sub and the feasibility of a financing of up Debt Financing Sources party thereto, pursuant to $375,000,000 on which the Debt Financing Sources have agreed, subject to the terms and conditions described therein, to provide debt financing in the amounts set forth therein (for the “Loan Financing”) to finance purposes of financing the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the related fees and expenses to be incurred by P▇▇▇▇▇, REIT Merger Sub and OP Merger Sub in connection therewith. The debt financing described therein can be accomplished, subject committed pursuant to the terms and conditions expressed therein; and Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing.” (b) Parent has delivered to Company a letter dated June 12true, 2014 from a potential investor correct and complete copies of the following (the “Equity Financing Commitment Letters” and, together with the Debt Commitment Letter, the “Commitment Letters”): (x) the duly executed equity commitment letter, dated as of the date of this Agreement, by and between those certain entities set forth on Schedule C-1 hereto (collectively, “Makarora”) expressing an intent and Parent and (y) the duly executed equity commitment letter, dated as of the date of this Agreement, by and between those certain investment funds set forth on Schedule C-2 hereto (collectively, “Ares” and, together with Makarora, the “Equity Investors”) and Parent, pursuant to provide which, on the terms and subject to the conditions set forth therein, the Equity Investors have agreed to invest, severally and not jointly, in Parent the amount set forth in the respective Equity Commitment Letter for the purpose of funding a portion of the transactions contemplated by this Agreement. The equity financing (committed pursuant to the Equity Commitment Letters is referred to in this Agreement as the “Equity Financing,.” The Equity Financing and together with the Loan Financing, Debt Financing are collectively referred to as the “Financing”.” Each Equity Commitment Letter provides that Company and Operating Partnership are express third party beneficiaries of such Equity Commitment Letter. (c) As of the date hereof, except as expressly set forth in the unredacted portions of the Commitment Letters, there are no conditions precedent to the obligations of the Debt Financing Sources or the Equity Investors to provide the Financing or any written agreement setting forth contingencies that would permit the Debt Financing Sources or the Equity Investors to reduce the aggregate principal amount of the Financing below the amount required to pay the Financing Amounts (as defined below) on the Closing Date. Assuming the satisfaction of the conditions set forth in Article 7, as of the date hereof, Parent does not have any reason to believe that any of the conditions in the Commitment Letters will fail to be satisfied on a timely basis on or prior to the Closing Date (in each case, to the extent the satisfaction thereof is within the control of Parent) or that the full amount of the Financing will not be available to be funded on the Closing Date. As of the date hereof, there are no side letters, understandings or other agreements, contracts or arrangements of any kind to which Parent or any of its Affiliates are a party relating to the Commitment Letters or the Financing other than as expressly contained in the Commitment Letters and delivered to Company prior to the date of this Agreement that could adversely affect the availability, conditionality, enforceability or amount of the Financing contemplated by the Commitment Letters. (d) Assuming the satisfaction of the conditions set forth in Article 7, the aggregate amounts committed pursuant to the Financing, when funded in accordance with the Commitment Letters on the Closing Date and giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and original issue discount), shall provide Parent with available funds on the Closing Date sufficient for the satisfaction of (x) all of Parent’s, REIT Merger Sub’s and OP Merger Sub’s payment obligations under this Agreement and the Commitment Letters that are required to be paid on the Closing Date, including the payment of the REIT Merger Consideration, the Partnership Merger Consideration, the aggregate Series C Preferred Unit Per Share Redemption Consideration and the Stock Award Payments, (y) any fees and expenses required to be paid by Parent, REIT Merger Sub, OP Merger Sub, REIT Surviving Entity or Partnership Surviving Entity on the Closing Date in connection with the transactions contemplated by this Agreement if necessary depending on Agreement, and (z) any repayment or refinancing of any outstanding Indebtedness of Company or the amount of available cash and funding the Purchaser obtains Company Subsidiaries contemplated by, required in connection with the Loan Financing. Subject to its terms and conditionswith, or as a result of, the Financingtransactions described in, if this Agreement or the Commitment Letters (such amounts described the foregoing clauses (x), (y) and when funded(z), will provide collectively, the Purchaser with acquisition financing on “Financing Amounts”). (e) To the Closing Date sufficient to pay to Knowledge of Parent, the Seller Commitment Letters constitute the Purchase Price legal, valid, binding and to pay all related fees enforceable obligations of the other parties thereto and expenses due upon are in full force and effect as of the Closing on the terms contemplated date hereof, except as such enforceability may be limited by this Agreementapplicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and Assuming the satisfaction of the conditions precedent set forth in Article 7, as of the date hereof, no event has occurred which (with or without notice, lapse of time or both) constitutes, or would reasonably be expected to constitute, a default or breach by Parent, REIT Merger Sub, OP Merger Sub or, to the PurchaserKnowledge of Parent, any other parties thereto under the terms and conditions of the Commitment Letters. Parent has paid (or caused to be paid) in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters on or before the date of this Agreement, and, subject to the occurrence of the Closing, will pay in full any such amounts due on or before the Closing Date as and when due. As of the date hereof, the Commitment Letters have not been modified or amended, except as permitted by Section 6.14(b) (with any such modification or amendment promptly notified in writing to Company) and none of the respective commitments under any of the Commitment Letters have been terminated, reduced, withdrawn or rescinded in any respect, and no termination, reduction, withdrawal, modification, amendment or rescission thereof is contemplated; provided that Parent may replace, amend, supplement or modify the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) that have not executed the Debt Commitment Letter as of the date of this Agreement (it being understood that the aggregate commitments of the lenders party to the Debt Commitment Letter prior to such replacement, amendment, supplement or modification may be reduced in the amount of such additional party’s obligation commitments). (f) Parent acknowledges that receipt of the proceeds of the Financing is not a condition to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofMergers.

Financing. The (a) Purchaser has provided delivered to the Seller a complete and correct copy copies of the 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 (a) a proposal provided, that the amounts and percentages in the fee letter related to fees, certain other economic terms and term sheet dated June 24the “flex” provisions included therein, 2014 from its prospective financing arranger but only to the Purchaser extent that none of such provisions would adversely affect conditionality, may be redacted) (such commitment letter, together with all exhibits, schedules, annexes, supplements and amendments thereto and any related redacted fee letters, collectively, the “Highly Confident LetterDebt Financing Commitment”), evaluating the feasibility of a financing of up pursuant to $375,000,000 on which, upon the terms and subject to the conditions described set forth therein, the Financing Sources have agreed to lend the amounts set forth therein (the “Loan Debt Financing”) to finance for the purpose of funding the transactions contemplated by this Agreement Agreement. As of the 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 expressing (z) the view that such arranger commitment contained in the Debt Financing Commitment has not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are, and are contemplated to be, no other agreements, side letters or arrangements (oral or written) relating to the Debt Financing Commitment (other than 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 “highly confident” that in full force and effect and constitutes the financing described therein can be accomplishedlegal, valid and binding obligations of each of Purchaser and, to the Knowledge of Purchaser, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law. There are no conditions or other contingencies related to the terms funding of the full amount of the Debt Financing (including any “flex” provisions), other than as expressly set forth in the Debt Financing Commitment. Assuming (A) the Debt Financing is funded in accordance with the Debt Financing Commitment, (B) the accuracy of the representations and conditions expressed therein; warranties set forth in Articles III and IV, and (bC) a letter dated June 12performance by Seller and its Subsidiaries of their obligations that are required to be performed prior to the Closing, 2014 from a potential investor (the “Equity aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and Commitment, together with Purchaser’s unrestricted cash on hand and other access to capital, in the Loan Financing, aggregate will be sufficient for Purchaser to pay the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing Estimated Purchase Price on the Closing Date sufficient Date, any payment required to pay be made by Purchaser pursuant to the Seller the Purchase Price Section 2.04 (if any) and to pay all related fees and expenses due upon and any other payment contemplated in this Agreement or the Closing on Debt Financing Commitment. Assuming the terms contemplated 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. The , as of the date hereof, (I) 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 Purchaser has no under the Debt Financing Commitment and (II) Purchaser does not have any reason to believe that it any of the conditions to the Debt Financing will not be able satisfied or that the Debt Financing will not be available to complete the Financing Purchaser on the terms and conditions outlined in Closing Date. Purchaser has fully paid or has caused to be fully paid all commitment fees or other fees required to be paid on or prior to the Highly Confident Letter and date hereof pursuant to the Equity Debt Financing Letter, Commitment. (b) The obligations of Purchaser under this Agreement are not subject to any conditions regarding the terms and conditions expressed therein and ability of Purchaser, any of its Affiliates or any other Person to obtain financing for the satisfaction consummation of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofhereby.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter Following the date of this Agreement until the Effective Time, upon the written request of Parent, the Company agrees to use commercially reasonable efforts to provide all cooperation reasonably requested by Parent in connection with Parent’s issuance of senior notes of Parent to fund the cash portion of the Merger Consideration, the refinancing of any debt of the Company at Closing, and term sheet dated June 24the payment of related fees and expenses in connection therewith, 2014 from its prospective financing arranger including using commercially reasonable efforts to, upon Parent’s reasonable written request to the Purchaser extent necessary or advisable in connection with Parent’s offering of senior notes: (i) furnish Parent and any of its financing sources with: (A) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the Company for each fiscal quarter (other than the fourth fiscal quarter in any fiscal year) ended after the close of its most recent fiscal year and at least 40 days prior to the Closing Date (it being understood that the Parent acknowledges it has received the such statements for the fiscal quarters ended March 31, 2018, June 30, 2018 and September 30, 2018); and (B) in the event that the Closing Date occurs on a date that is more than 60 days following December 31, 2018, audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the fiscal year ended December 31, 2018, in each case prepared in accordance with GAAP; and (ii) cause management teams of the Company or its Subsidiaries, with appropriate seniority and expertise, upon reasonable notice, to participate in, and provide reasonable and timely assistance with the preparation of materials for, a reasonable number of meetings, due diligence sessions, rating agency presentations and road shows, if any, related to such offerings; (iii) provide historical financial information with respect to the Company and its Subsidiaries reasonably requested by Parent to facilitate such offerings, including reasonably requested historical financial information to assist Parent in connection with the preparation of pro forma financial information and financial statements to be included in any Offering Document (as defined below); (iv) upon the reasonable request of Parent, furnish Parent and any of its financing sources with such historical financial and other information reasonably requested by Parent relating to the Company or its Subsidiaries that is customary or reasonably required for the preparation of offering memoranda, prospectuses rating agency presentations and similar documents required in connection with such offerings (“Offering Documents”); (v) seek to cause KPMG LLP or other relevant independent accountants of the Company and its Subsidiaries to (1) participate in accounting due diligence sessions, (2) provide customary consents to use their audit reports on the consolidated financial statements of the Company to the extent required by SEC rules and regulations in any applicable Offering Documents, and (3) provide any customary comfort letters (including “negative assurance” comfort, if appropriate), in each case in connection with any such senior notes offering; (vi) cooperate with due diligence relating to such offerings, to the extent customary and reasonable; (vii) furnish promptly, and in any event at least three Business Days prior to the Closing Date (to the extent requested within ten Business Days prior to the Closing Date), all documentation and other information required by any Governmental Entity or as reasonably requested by any financing source under applicable “know your customer,” anti-bribery and anti-money laundering rules and regulations, including the PATRIOT Act, the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd 1 et seq., and economic sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department; and (viii) cause the taking of any corporate, limited liability company or partnership actions, as applicable, by the Company or its Subsidiaries reasonably necessary to permit the completion of such offerings, subject to the occurrence of the Closing. (b) The Company shall, and shall cause its Subsidiaries to, following (and not prior to) the request from Parent to do so, use commercially reasonable efforts to (x) deliver a prepayment and commitment termination notice (but the Company shall not be obligated to deliver any such notice prior to such time as all conditions to closing of the Merger and the Transactions have been satisfied or waived (excluding conditions that, by their nature, are to be satisfied by actions taken at the Closing)) and (y) otherwise facilitate the termination at the Closing of all commitments in respect of the Company Credit Agreement, the repayment by Parent in full on the Closing Date of all obligations in respect of the Indebtedness thereunder, the release on the Closing Date of any Encumbrances securing such Indebtedness and guarantees in connection therewith, and, with respect to any letters of credit outstanding thereunder, the cash collateralization by Parent thereof or the making of any alternate arrangements with respect thereto that are reasonably requested by Parent, including following (and not prior to) the request from Parent to do so, using commercially reasonable efforts to cause the administrative agent under the Company Credit Agreement to deliver to Parent, a customary payoff letter with respect to the Company Credit Agreement (the “Highly Confident Payoff Letter”), evaluating and shall request that such Payoff Letter together with any related release documentation shall, among other things, include the feasibility payoff amount and provide that Encumbrances (and guarantees), if any, granted in connection with the Company Credit Agreement or any other Indebtedness of a financing of up the Company or its Subsidiaries to $375,000,000 be paid off, discharged and terminated on the terms Closing Date relating to the assets, rights and conditions described therein properties of the Company and its Subsidiaries securing or relating to such Indebtedness shall, upon the payment of the amount set forth in the Payoff Letter at or prior to the Effective Time, be released and terminated. (c) To the extent Parent has requested the termination of the commitments under the Company Credit Agreement, Parent shall deposit, or cause to be deposited, funds with the administrative agent no later than the Closing Date in an amount sufficient for such repayment. (d) The Company shall, and shall cause its Subsidiaries to, following (and not prior to) the request from Parent to do so, use commercially reasonable efforts to (i) on the written request of Parent on a date that is five days prior to the Closing Date, deliver an officers’ certificate to the Trustee (as defined in the Company Notes Indenture) in accordance with the Indenture, giving notice of the Company’s intent to consummate an optional redemption of the Company Notes on the occurrence of the Closing and (ii) provide any other reasonable cooperation requested by Parent to facilitate the Parent’s redemption and satisfaction and discharge of the Company Notes and the release of all guarantees in connection therewith, effective as of the Closing Date (including delivering any legal opinions, notices, requests, orders or certificates required to be delivered in connection with the Discharge), provided that, for the avoidance of doubt, no redemption notice will be delivered to the note holders prior to the occurrence of the Closing on the Closing Date. Parent shall deposit, or cause to be deposited, funds with the trustee for the Company Notes sufficient to fund any Discharge requested by Parent no later than the Closing Date in accordance with the Company Notes Indenture. The redemption and the satisfaction and discharge of the Company Notes and Company Notes Indenture pursuant to Section 6.19 and the release of all guarantees in connection therewith, are referred to collectively as the “Loan FinancingDischarge”. (e) Notwithstanding anything to finance the contrary in this Section 6.19, no action shall be required of the Company or its Subsidiaries pursuant to Section 6.19 if any such action shall, or could reasonably be expected to: (i) cause any representation or warranty or covenant contained in this Agreement to be breached (unless waived by Parent); (ii) involve the entry by the Company or any Subsidiary into any agreement or instrument prior to the occurrence of the Closing; (iii) require the Company or any of its Subsidiaries or any of its or their Representatives to provide (or to have provided on its behalf) any certificates or legal opinions (other than certificates and legal opinions required to be delivered in connection with the Discharge); (iv) cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability; (v) conflict with the organizational documents of the Company or its Subsidiaries or any Laws; (vi) result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any contract to which the Company or any of its Subsidiaries is a party; (vii) require the Company or any of its Subsidiaries to provide access to or disclose information that the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries; (viii) require the Company or any of its Subsidiaries to prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice; (ix) prepare any projections or pro forma financial statements, which shall be the sole responsibility of Parent; (x) unreasonably interfere with the ongoing business or operations of the Company and/or its Subsidiaries; (xi) require the Company or any Subsidiary to pay any commitment or other fee or incur any other expense, liability or obligation prior to the Closing Date for which it has not received prior reimbursement; or (xii) cause any director, officer, or employee of Company or any of its Subsidiaries to execute any agreement or certificate in his or her individual, rather than official, capacity. (f) Promptly upon the Company’s request, all reasonable and documented out-of-pocket fees and expenses incurred by the Company and its Subsidiaries in connection with cooperation or assistance with financing arrangements, debt repayments, or any other matters contemplated by this Section 6.19 shall be paid or reimbursed by Parent. (g) Parent shall indemnify and hold harmless the Company and each of its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorney’s fees), interest, awards, judgments and penalties suffered or incurred in connection with Parent’s financing arrangements, debt repayments, or any assistance or cooperation contemplated by this Section 6.19 (other than arising from fraud on the part of the Company or its Subsidiaries), whether or not the Merger is consummated or this Agreement is terminated. (h) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 6.19 represent the sole obligation of the Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing to be obtained by Parent or Merger Sub with respect to the transactions contemplated by this Agreement and expressing no other provision of this Agreement (including the view that Exhibits and Schedules hereto) shall be deemed to expand or modify such arranger is “highly confident” that obligations. In no event shall the receipt or availability of any funds or financing described therein can by Parent, Merger Sub or any of their respective Affiliates or any other financing or other transactions be accomplished, subject a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (i) Notwithstanding anything to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financingcontrary in this Agreement, the “Financing”) condition set forth in connection with Section 7.2(b), as it applies to the transactions contemplated by Company’s obligations under this Agreement if necessary depending Section 6.19, shall be deemed satisfied absent gross negligence or intentional misconduct on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction part of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofCompany.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) RMT Parent has delivered to GPC a proposal true, complete and fully executed copy of a commitment letter, including (i) all exhibits, schedules, attachments and amendments to such commitment letter in effect as of the date of this Agreement and term sheet dated June 24(ii) any associated fee letters (solely in the case of the administrative agent fee letter, 2014 redacted in a customary manner solely with respect to fees payable and economic terms (other than covenants) that are confidential, none of which redacted provisions would reduce the aggregate principal amount of the RMT Financing, impose additional conditions with respect thereto, or otherwise affect the enforceability or availability of the RMT Financing) (together, the “RMT Commitment Letter” and, together with the SpinCo Commitment Letter, the “Commitment Letters”) from its prospective the lead arrangers, lenders and other financing arranger sources party thereto (together with all additional lead arrangers, lenders and other financing sources added to the Purchaser (RMT Commitment Letter or any Alternative RMT Commitment Letter, the “Highly Confident LetterRMT Lenders“ and, together with the SpinCo Lenders, the “Lenders”), evaluating pursuant to which, among other things, the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedRMT Lenders have, subject to the terms and conditions expressed set forth therein, committed to RMT Parent to provide or cause to be provided to Essendant Co. (the “RMT Borrower”) debt financing in the aggregate amount set forth therein (the bank financings contemplated by the RMT Commitment Letter, being referred to as the “RMT Financing“; the RMT Financing together with the SpinCo Financing, each a “Financing” and together the “Financings”). As of the date of this Agreement, (x) the RMT Commitment Letter has not been amended, restated, waived or modified and (y) the respective commitments contained in the RMT Commitment Letter have not been withdrawn, modified or rescinded in any respect. Except for the RMT Commitment Letter (together with all ancillary documents referenced therein), there are no side letters or other Contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to the funding of the full amount of the RMT Financing. (b) As of the date of this Agreement, the RMT Commitment Letter, in the form so delivered, is in full force and effect and is a letter dated June 12legal, 2014 from valid and binding obligation of RMT Parent and, to the knowledge of RMT Parent, the other parties thereto (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity). As of the date of this Agreement (assuming the accuracy of the representations and warranties and undertakings of each of GPC and SpinCo under this Agreement for such purpose), (x) no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to constitute a potential investor default or breach on the part of RMT Parent under any term or condition of the RMT Commitment Letter and (y) RMT Parent is not aware of any fact, event or any other occurrence that makes any of the “Equity representations or warranties of RMT Parent in the RMT Commitment Letter inaccurate in any material respect. RMT Parent has fully paid, or caused to be fully paid, any and all commitment fees, any other fees or any other amounts required by the RMT Commitment Letter to be paid on or before the date of this Agreement. At the Closing, assuming the RMT Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together is funded in accordance with the Loan FinancingRMT Commitment Letter, the “Financing”) in connection with proceeds of the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, RMT Financing will provide the Purchaser with acquisition financing on the Closing Date be sufficient to pay to repay all outstanding obligations under the Seller the Purchase Price Existing RMT Credit Agreement and to pay all related fees and expenses due upon associated with the Closing on foregoing (the terms contemplated by “RMT Financing Transactions”). Other than as set forth in the RMT Commitment Letter, there are no conditions precedent to the funding of the full amount of the RMT Financing. As of the date of this Agreement. The Purchaser , and subject to the satisfaction of all the conditions set forth in Section 8.01 and Section 8.03, RMT Parent has no reason to believe that any of the conditions to the RMT Financing that are required to be satisfied by it or any other party to the RMT Commitment Letter as a condition to the obligations under the RMT Commitment Letter will not be able satisfied on a timely basis or that the RMT Financing contemplated by the RMT Commitment Letter will not be available to complete the Financing RMT Borrower on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofClosing Date.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger Parent has delivered to the Purchaser Company true, accurate and complete copies, including all exhibits and schedules thereto, of (i) an executed Investment Agreement (the “Highly Confident LetterTemasek Investment Agreement”), evaluating dated as of the feasibility date hereof, by and between Parent and ▇▇▇▇▇▇ Investments Pte. Ltd (“Temasek”) and an executed Investment Agreement (together with the Temasek Investment Agreement, the “Investment Agreements”), dated as of a financing of up the date hereof, by and between Parent and North Island Holdings I, LP (North Island Holdings I, LP, together with Temasek, the “Equity Financing Sources”), pursuant to $375,000,000 on which, and subject to the terms and conditions described therein (of which, the “Loan Financing”) to finance Equity Financing Sources will purchase certain Parent Equity Securities for the purpose of funding the transactions contemplated by this Agreement (such equity financing, the “Equity Financing”) and expressing (ii) executed debt commitment letters, each dated as of the view that such arranger is date hereof (the “highly confidentDebt Commitment Letters” that and, together with the financing described Investment Agreements, the “Commitment Letters”) pursuant to which the lenders named therein can be accomplished(the “Lenders”), subject to the terms and conditions expressed set forth therein; and (b) a letter dated June 12, 2014 from a potential investor have committed to lend the amounts set forth therein for the purpose of funding the transactions contemplated by this Agreement, including the refinancing (the “Equity Financing LetterRefinancing”) expressing an intent to provide equity financing of (i) the Company Credit Agreement, (ii) the Third Amended and Restated Credit Agreement dated as of October 27, 2016 (the “Equity Virtu Credit Agreement”) among VHF Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and (iii) the redemption of the Company Notes (such committed debt financing, the “Debt Financing,” and and, together with the Loan Equity Financing, the “Financing”). (b) As of the date hereof, (i) the Commitment Letters are in full force and effect and have not been withdrawn or terminated, or amended, restated, waived or modified in any respect and no such amendment, restatement, waiver or modification is contemplated or pending, (ii) the respective commitments contained in the Commitment Letters have not been withdrawn, modified, reduced or rescinded in any respect and, to the Knowledge of Parent, no such withdrawal, modification or rescission is contemplated, and (iii) each of the Commitment Letters, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. Except for fee letters with respect to fees and related arrangements with respect to the Debt Financing, of which Parent has delivered true, accurate and complete (other than with respect to the redaction referenced herein) copies to the Company on or prior to the date hereof (which may be redacted to omit numerical amounts and certain economic “flex” terms, none of which would adversely affect the amount or availability of the Debt Financing), and as of the date hereof, there are no other agreements, side letters, or arrangements relating to the Commitment Letters (other than customary engagement letters with respect to debt securities that may form part of the Debt Financing (none of which would adversely affect the amount or availability of the Debt Financing) and equity commitment letters entered into in connection with the Equity Financing (the “Equity Commitment Letters”)) that would affect the amount, availability or conditionality of the Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under any term or condition of the Commitment Letters or, to the Knowledge of Parent, would (i) make any of the assumptions or any of the statements set forth in the Commitment Letters inaccurate in any material respect, (ii) result in any of the conditions in the Commitment Letters not being satisfied or (iii) otherwise result in the Financing not being available. As of the date hereof, no Financing Source has notified Parent of its intention to terminate any of the Commitment Letters or not to provide the Financing. Other than as set forth in the Commitment Letters and the Equity Commitment Letters, there are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Financing. Assuming the satisfaction of the conditions in Section 8.1 and Section 8.3 and the commencement and completion of the Marketing Period, as of the date hereof, Parent has no reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Commitment Letters or that the full amounts committed pursuant to the Commitment Letters will not be available as of the Closing. Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Commitment Letters to be paid on or before the date of this Agreement. (c) As of the date hereof, assuming that the Financing is funded in accordance with the Commitment Letters, the aggregate proceeds to be disbursed pursuant to the definitive agreements contemplated by the Commitment Letters, together with the cash otherwise available to Parent, in the aggregate, are sufficient for Parent to pay the Merger Consideration, the Warrant Consideration, all amounts required to be paid by Parent in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject Refinancing to its terms and conditions, be consummated concurrently or substantially concurrently with the Financing, if and when funded, will provide consummation of the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms transactions contemplated by this Agreement. The Purchaser . (d) Parent has no reason delivered the written consent of the holders of a majority of the voting shares of capital stock of Parent approving the issuance of Parent Equity Securities pursuant to believe that it will not be able to complete the Equity Financing on the terms and conditions outlined set forth in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofInvestment Agreements.

Financing. The Purchaser Parent has provided delivered to the Seller Company a true and complete and correct copy of (a) a proposal fully executed commitment letter and term sheet dated June 24, 2014 from its prospective financing arranger to on or about the Purchaser date of this Agreement (the “Highly Confident Commitment Letter”) from Gurnet Point L.P. (the “Sponsor”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedproviding for an equity investment in Parent, subject to the terms and conditions expressed therein; and , in cash in the aggregate amount set forth therein (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”). As of the date of this Agreement, the Commitment Letter is in full force and effect and has not been amended or modified, and no such amendment or modification is contemplated, and none of the respective obligations and commitments contained in such letters have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Financing. Assuming (i) the Financing is funded in accordance with the Commitment Letter and (ii) the satisfaction of the Offer Conditions, the net proceeds contemplated by the Commitment Letter will, in the aggregate be sufficient for Merger Sub and the Surviving Corporation to pay the Merger Consideration, the amounts required to be paid pursuant to Section 2.08 and any other amounts required to be paid in connection with the transactions contemplated by this Agreement if necessary depending on consummation of the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price Transactions and to pay all related fees and expenses due upon Expenses payable on the Closing Date by them in connection with the Transactions (such amount collectively, the “Aggregate Commitment”). As of the date of this Agreement, the Commitment Letter is (x) legal, valid and binding obligations of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, each of the other parties thereto, (y) enforceable in accordance with their respective terms against Parent and Merger Sub, as applicable, and each of the other parties thereto, in each case except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (z) in full force and effect. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the terms contemplated by part of Parent or Merger Sub or any other parties thereto under the Commitment Letter. As of the date of this Agreement. The Purchaser , subject to the accuracy of the representations and warranties of the Company set forth in Article IVI, and the satisfaction of the Offer Conditions, Parent has no reason to believe that it the Financing will not be able available to complete Parent or Merger Sub at the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofEffective Time.

Financing. The Purchaser Parent has provided delivered to the Seller Company (i) a correct and complete and correct fully executed copy of (a) a proposal the commitment letter, dated as of March 8, 2018, among Parent, Holdco, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., including all exhibits, schedules and annexes to such letter and term sheet dated June 24, 2014 from its prospective financing arranger to in effect as of the Purchaser (the “Highly Confident Letter”), evaluating the feasibility date of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing (ii) a correct and complete fully executed copy of the view fee letter referenced therein (together, the “Commitment Letter”) (it being understood that such arranger is fee letter has been redacted to remove the fee amounts, the rates and amounts included in the “highly confidentmarket flex” and other economic terms that could not adversely affect the financing described therein can be accomplishedconditionality, enforceability, termination or aggregate principal amount of the Financing). Pursuant to, and subject to the terms and conditions expressed therein; and (b) a letter dated June 12of, 2014 from a potential investor the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financingprovision of such funds as set forth therein, the “Financing”) for the purposes set forth in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financingsuch Commitment Letter. Subject to its terms and conditionsThe Commitment Letter has not been amended, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay restated or otherwise modified or waived prior to the Seller execution and delivery of this Agreement, and the Purchase Price 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 to pay all related fees and expenses due upon the Closing on the terms contemplated by delivery of this Agreement. The Purchaser has 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 reason conditions precedent related to believe that it will not be able to complete the funding of the full amount of the Financing on pursuant to the terms and conditions outlined Commitment Letter, other than as expressly set forth in the Highly Confident Letter and the Equity Financing Commitment Letter, subject . Subject to the terms and conditions expressed therein 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 conditions precedent 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 Purchaserextent 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 condition regarding Parent’s obligation or any other Person’s ability to consummate obtain financing for the Merger and the other transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofby this Agreement.

Financing. The Purchaser Concurrently with the execution hereof, Parent has provided delivered to the Seller Company (i) a true, complete and correct copy of an executed equity commitment letter from Ares Capital Management LLC (atogether with its managed funds and accounts) a proposal letter and term sheet Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated June 24as of the date of this Agreement (together with all exhibits, 2014 from its prospective financing arranger to the Purchaser (schedules and annexes thereto, the “Highly Confident Equity Commitment Letter”), evaluating and 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 feasibility date of a financing of up to $375,000,000 on the terms and conditions described therein this Agreement (the “Loan FinancingEquity Fee Letter” and, together with the commitment under the Equity Commitment Letter, the “Equity Financing Commitment”) ), pursuant to finance the transactions contemplated by this Agreement which, and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12of which, 2014 from a potential investor (the “applicable Equity Financing Letter”) expressing an intent Sources have committed to provide equity financing cash in the aggregate amount set forth therein (the “Equity Financing,”) at or 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 and, together with the Loan 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, the “Financing”); provided, however, that, solely in the 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 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 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 Financing 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 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 other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement if necessary depending on Agreement. Parent has paid in full any and all commitment or 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 available cash the Financing other than as expressly set forth in the Equity Commitment Letter and funding the Purchaser obtains Debt Commitment Letter (the “Disclosed Conditions”). Assuming that each of the conditions set forth in connection with the Loan Financing. Subject to its terms Section 6.1 and conditionsSection 6.3 are satisfied at Closing, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser 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 able to complete the Financing available on the terms and conditions outlined Closing Date in the Highly Confident Letter and the Equity Financing Letter, subject order to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate fund the transactions contemplated hereby as specified in Sections 7.1 hereby. For the avoidance of doubt, Parent acknowledges and 7.2 hereofagrees 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 Alternative Financing.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter Buyer has delivered to Seller (i) true, correct and term sheet complete copies of the executed commitment letter, dated June 24as of March 2, 2014 from its prospective financing arranger to the Purchaser 2014, between Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (together with all exhibits, annexes, schedules and attachments thereto, the “Highly Confident Financing Letter”), evaluating pursuant to which the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedcounterparties thereto have committed, subject to the terms and conditions expressed therein; and thereof, to lend to Buyer, the amounts set forth therein (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) and (ii) true and correct (subject to the redactions noted therein) copies of the executed fee letter, dated as of March 2, 2014, between Buyer and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (the “Fee Letter”) related to the Financing. As of the date hereof, neither the Financing Letter nor the Fee Letter has been amended or modified prior to the date hereof and the commitments contained in connection the Financing Letter have not been withdrawn or rescinded in any material respect. If the conditions set forth in Section 8.3 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 Buyer, in the aggregate, will be sufficient to make the payments contemplated in Section 9.1(c) and Section 3.2(d) of this Agreement and to pay all fees and expenses required to be paid by Buyer or Parent related to the Financing and the other transactions contemplated by this Agreement if necessary depending on Agreement. (b) As of the date hereof, the Financing Letter is in full force and effect and is the valid, binding and enforceable obligation of Parent and, to the knowledge of Buyer, the other parties to the Financing Letter, in each case except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other Laws of general applicability relating to or affecting creditors’ rights generally, general equity principles (whether considered at a proceeding of law or equity), the implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect. There are no conditions precedent or other contingencies relating to the funding of the full amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete other than as set forth in the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Fee Letter. Assuming the accuracy of the representations and warranties of Seller contained in this Agreement such that the conditions in Section 8.3(a) would be satisfied, subject as of the date hereof, (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 Buyer, or to the terms and conditions expressed therein knowledge of Buyer, any other party, under the Financing Letter and the satisfaction of Fee Letter and (ii) Buyer and Parent reasonably believe that the conditions precedent to the PurchaserFinancing contemplated in the Financing Letter and the Fee Letter to be satisfied by Parent or Buyer 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 Seller’s obligation to consummate the transactions contemplated hereby as specified representations or warranties are true or correct or whether Seller has complied with its covenants contained in Sections 7.1 and 7.2 hereofthis Agreement.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger MergerCo has delivered to the Purchaser Company true and complete copies of (i) the executed commitment letter, dated as of the date of this Agreement (the “Highly Confident Debt Financing Letter”), evaluating made by and among MergerCo and each of the feasibility of a financing of up Debt Financing Sources party thereto pursuant to $375,000,000 on which the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedDebt Financing Sources party thereto have committed, subject to the terms and conditions expressed therein; thereof, to lend the amounts set forth therein for the transactions contemplated by this Agreement (the “Debt Financing”), and (bii) a letter the executed equity commitment letters, dated June 12, 2014 from a potential investor as of the date of this Agreement (the “Equity Financing Letters” and together with the Debt Financing Letter, the “Financing Letters”) expressing an intent ), from the equity investors in MergerCo identified in Section 4.7 of the MergerCo Disclosure Letter (the “Equity Investors”), pursuant to which such parties have committed, subject to the terms thereof, to provide equity financing or cause to be provided the cash amounts set forth therein (the “Equity Financing,” and together with the Loan Debt Financing, the “Financing”). Prior to the date of this Agreement, (i) none of the Financing Letters has been amended or modified and (ii) the respective commitments contained in connection with the Financing Letters have not been withdrawn or rescinded in any respect. The Financing Letters, in the form so delivered to the Company on the date hereof, are, as of the date hereof, in full force and effect and, as of the date hereof, each constitutes a legal, valid and binding obligation of MergerCo, and to the best Knowledge of MergerCo, the other parties thereto. Except as specifically set forth in the applicable Financing Letters, (a) there are no conditions to the obligations of (i) the Equity Investors to fund the Equity Financing contemplated by the Equity Financing Letters and (ii) each Debt Financing Source that is party thereto as a lender (each, a “Lender”) to fund the Debt Financing contemplated by the applicable Debt Financing Letters, and (b) there are no contingencies pursuant to any contract, agreement or understanding relating to the transactions contemplated by this Agreement if necessary depending to which MergerCo is a party that would permit either the Equity Investors or the Lenders to reduce the total amount of the Financing contemplated by the Financing Letters (except as set forth in the Debt Financing Letter). Assuming the accuracy of the Company’s representations and warranties set forth in Article III, as of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the amount part of available cash MergerCo under any term or condition of the Financing Letters. Assuming the accuracy of the Company’s representations and funding warranties set forth in Article III and assuming the Purchaser obtains satisfaction of the conditions set forth in Section 6.2(b) with respect to the Company’s obligations under Section 5.14(b), as of the date hereof, MergerCo does not have any Knowledge of any event that would be reasonably likely to cause it to be unable to satisfy on a timely basis any term or condition of Closing to be satisfied by it contained in the Financing Letters. MergerCo has paid any and all commitment and other fees that have been incurred and are due and payable on or prior to the date hereof in connection with the Loan Financing. Financing Letters. (b) Subject to its terms and conditionsthe funding of the financing set forth in the Financing Letters in accordance with their terms, the Financing, if and when funded, will provide aggregate proceeds of the Purchaser with acquisition financing on Financing contemplated by the Closing Date Financing Letters is sufficient to pay to the Seller the Purchase Price and enable MergerCo to pay all related fees the Merger Consideration and expenses due upon consummate the Closing on the terms transactions contemplated by this Agreement. The Purchaser has no reason Subject to believe that it will not the requirements set forth in Section 5.14, the Debt Financing Letter may be able superseded at the option of MergerCo after the date of this Agreement but prior to complete the Effective Time by instruments (the “New Debt Financing on Letters”) which replace the terms and conditions outlined in existing Debt Financing Letter and/or contemplate co-investment by or financing from one or more other or additional parties. In such event, the Highly Confident Letter and the Equity term “Financing Letter, subject ” as used herein shall be deemed to include the New Debt Financing Letters to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified extent then in Sections 7.1 and 7.2 hereofeffect.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter Spinco shall use reasonable best efforts to (i) maintain in effect, until the earlier of the initial funding of the Spinco Financing (as defined below) and term sheet dated June 24the replacement of the Spinco Financing with the Permanent Financing (as defined below), 2014 from its prospective financing arranger in each case, in an amount sufficient to fund (and in any event not to exceed) the Purchaser sum of the Spinco Special Cash Payment and the Additional Amount (the “Highly Confident Spinco Consideration Amount”), the bridge commitment letter, dated as of the date of this Agreement (including: (A) all exhibits, schedules, annexes and amendments to such agreement in effect as of the date hereof; and (B) any associated fee letters (together, as amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement and thereof, the “Spinco Commitment Letter”)), evaluating from the feasibility financing sources party thereto (together with all additional lenders, agents and financing sources added to the Spinco Commitment Letter, the “Spinco Lenders”), pursuant to which, among other things, the Spinco Lenders have committed to provide Spinco with debt financing in the amount set forth therein (the debt financing contemplated by the Spinco Commitment Letter, together with any amendment, modification, supplement, restatement, substitution or waiver thereof in accordance with the terms of a financing of up this Agreement being referred to $375,000,000 as the “Spinco Financing”), (ii) negotiate definitive agreements with respect to the Spinco Financing, on the terms and conditions described therein contained in the Spinco Commitment Letter or on such other terms as are reasonably acceptable to Remainco and RMT Partner (the “Loan FinancingSpinco Financing Agreements”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject negotiate definitive agreements with respect to the terms and conditions expressed therein; and Permanent Financing (bas defined below) a letter dated June 12, 2014 from a potential investor as directed by the RMT Partner in accordance with the immediately following sentence (the “Equity Permanent Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,Agreements” and and, together with the Loan Spinco Financing Agreements, collectively, the “Financing Agreements”), (iii) materially comply with the obligations that are set forth in the Spinco Commitment Letter and the Financing Agreements that are applicable to Spinco and satisfy (or if deemed advisable by Spinco and RMT Partner, seek a waiver of) on a timely basis all conditions precedent in the Spinco Commitment Letter and the Financing Agreements that are within its control, and (iv) in the event that all conditions to funding in the Spinco Commitment Letter or the Financing Agreements are satisfied at or prior to the Distribution, consummate the Financing (as defined below) at or prior to the Distribution (subject to Section 8.19(k) with respect to the Additional Amount). Notwithstanding anything to the contrary in this Section 8.19, RMT Partner shall have the right to direct Spinco to replace all or a portion of the Spinco Financing with (x) the proceeds of consummated capital markets debt or equity (including preferred or other hybrid equity) financing and/or (y) commitments in respect of other long term debt from the same and/or alternative bona fide third-party financing sources (any such financing (which may include any sale or exchange of Spinco Debt Securities), the “Permanent Financing” and, together with the Spinco Financing, the “Financing”) so long as (1) all conditions precedent to effectiveness of definitive documentation for such financing have been satisfied and the conditions precedent to funding of such financing are in connection the aggregate, in respect of certainty of funding, substantially equivalent to (or more favorable to Spinco than) the conditions precedent set forth in the Spinco Commitment Letter and (2) the terms thereof shall be (A) consistent with the Intended Tax Treatment of the transactions contemplated by this Agreement if necessary depending on the amount of available cash Transaction Documents (as determined by Remainco in good faith in consultation with RMT Partner) and funding the Purchaser obtains in connection with the Loan Financing. Subject (B) reasonably acceptable to its terms Remainco and conditions, the FinancingSpinco; provided that, if any Financing is proposed to be consummated prior to the earlier of (i) February 14, 2022 and (ii) the date of obtaining the Private Letter Ruling, RMT Partner and Remainco shall jointly agree on when funded, will provide to consummate such Financing and no such Financing shall be issued or incurred prior to the Purchaser with acquisition financing on satisfaction of the conditions set forth in ARTICLE IX (other than those that would be satisfied by action at the Closing Date sufficient to pay to and other than the Seller condition in Section 9.3(h)) without the Purchase Price consent of each of RMT Partner and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will Remainco, which in each case shall not be able to complete unreasonably withheld, conditioned or delayed. (b) In the event any funds in the amounts set forth in the Spinco Commitment Letter or the Financing Agreements, as applicable, or any portion thereof, become unavailable on the terms and conditions outlined contemplated in the Highly Confident Spinco Commitment Letter or the Financing Agreements, as applicable, Spinco (in consultation in good faith with RMT Partner, and, with respect to any Alternative Financing (as defined below) that is in the form of the Permanent Financing, at the direction of RMT Partner) shall use its reasonable best efforts to arrange and obtain promptly any such portion from the Equity same or alternative sources, in an amount sufficient, when added to the portion of the Financing Letterthat is available, subject to allow Spinco to fund the Spinco Consideration Amount (the “Alternative Financing”; it being understood that the amount of any Alternative Financing shall not exceed the Spinco Consideration Amount), and obtain a new financing commitment that provides for such financing; provided that, in each case, (i) the terms of the Alternative Financing must (A) be consistent with the Intended Tax Treatment of the transactions contemplated by the Transaction Documents (including Section 8.19(k) to the extent applicable) (as determined by Remainco in good faith in consultation with RMT Partner) and (B) be customary and reasonable in light of then-prevailing market terms, (ii) the terms and conditions expressed therein of the Alternative Financing, taking into account and after giving effect to the Spinco Special Cash Payment, the Securities Exchange, the Merger and the other transactions contemplated hereby, would not reasonably be expected to result in any of Spinco (as the survivor of the Merger) or the RMT Partner having a Below Investment Grade Rating (in each case, as determined by RMT Partner in good faith in consultation with Remainco), (iii) the terms and conditions of the Alternative Financing shall not be materially less favorable, taken as a whole, to Spinco or RMT Partner than those in the Spinco Commitment Letter as in effect on the date hereof and (iv) none of Spinco or any of its Affiliates shall agree (without the consent of RMT Partner (such consent not to be unreasonably withheld, conditioned or delayed)) to any Alternative Financing that would result in the payment of fees or interest rates applicable to Spinco Financing in excess of those contemplated by the Spinco Commitment Letter. As used herein, the term “Spinco Commitment Letter” shall be deemed to include any new commitment letters entered into in accordance with this Section 8.19(b) and the term “Financing” shall be deemed to include any Alternative Financing obtained in accordance with this Section 8.19(b). (c) Each of Spinco and RMT Partner shall give the other Party prompt written notice upon it obtaining knowledge of (i) any material breach (or threatened material breach) or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach or default) by any party to the Spinco Commitment Letter or the Permanent Financing Agreements, as applicable, (ii) any actual or threatened withdrawal, repudiation or termination of the Financing by any of the Financing Sources and (iii) any material dispute or disagreement between or among any of the parties to the Spinco Commitment Letter or the Permanent Financing Agreements, as applicable; provided that in no event shall Spinco or RMT Partner be under any obligation to disclose any information pursuant to clauses (i), (ii) or (iii) that would waive the protection of attorney-client or similar privilege if Spinco or RMT Partner shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. Neither Spinco nor RMT Partner shall, without the prior written consent of the other Party, amend, modify, supplement, restate, substitute, replace, terminate, or agree to any waiver under the Spinco Commitment Letter or the Permanent Financing Agreements, as applicable, in a manner that (i) (A) reduces the aggregate amount of the Financing such that the aggregate funds that would be available to Spinco on the date of Distribution would not be sufficient to provide the funds required to fund the Spinco Consideration Amount or (B) increases the aggregate amount of the Financing such that the aggregate funds would exceed the Spinco Consideration Amount, (ii) adds or expands on the conditions precedent to the funding of the Financing as set forth in the Spinco Commitment Letter as in effect on the date hereof or the Permanent Financing Agreements, as applicable, in a manner that could materially delay or prevent or make materially less likely the funding of the Financing on the date of Distribution or (iii) materially adversely affects the ability of Spinco to enforce its rights against the Spinco Lenders under the Spinco Commitment Letter as in effect on the date hereof or against the Financing Sources with respect to the Permanent Financing under the Permanent Financing Agreements, as applicable; provided that notwithstanding the foregoing, Spinco may (in consultation with RMT Partner) (i) implement or exercise any of the “market flex” provisions exercised by the Spinco Lenders in accordance with the Spinco Commitment Letter as of the date hereof or (ii) amend and restate the Spinco Commitment Letter or otherwise execute joinder agreements to the Spinco Commitment Letter solely to add additional Spinco Lenders. (d) Until the earliest of the Closing, the valid termination of this Agreement in accordance with Article X and the replacement of the Spinco Financing with Permanent Financing, each of RMT Partner and Merger Sub shall provide to Spinco and the Spinco Lenders, and shall use reasonable best efforts to cause RMT Partner’s Subsidiaries and RMT Partner’s Representatives to provide to Spinco and the Spinco Lenders, on a timely basis, such cooperation that may be reasonably requested by Spinco or the Spinco Lenders in connection with the arrangement and consummation of the Spinco Financing, including: (i) participation in, and assistance with, the marketing efforts related to the Spinco Financing, including causing its management team, with appropriate seniority and expertise, and other representatives and advisors to assist in preparation for and to participate in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with the Spinco Lenders, other prospective financing sources and rating agencies, in each case, upon reasonable notice and at mutually agreeable dates and times, provided that any such meeting or communication may be conducted virtually by videoconference or other media; (ii) delivery to Spinco and the Spinco Lenders as promptly as reasonably practicable and in any event at least four Business Days before the date of the Distribution of documentation and other information reasonably requested by the Spinco Lenders with respect to applicable “know-your-customer” and anti-money laundering rules and regulations at least nine Business Days before the date of the Distribution; (iii) as promptly as reasonably practicable after the date hereof, providing (A) financial statements of RMT Partner necessary for the satisfaction of the conditions precedent set forth in paragraphs 5(c) and 5(d) of Exhibit B of the Spinco Commitment Letter (as in effect on the date hereof) (it being understood that RMT Partner’s public filing with the SEC of any such financial statements will satisfy such requirements), (B) pro forma financial statements referred to in paragraph 5(e) of Exhibit B of the Spinco Commitment Letter (as in effect on the date hereof) (with the cooperation of Remainco and Spinco and their respective Subsidiaries (including the Spinco Subsidiaries) pursuant to clause (e)(iii)(B) below) and (C) such financial and other information of RMT Partner customarily required in connection with the execution of financings of a type similar to the PurchaserSpinco Financing as Spinco or the Spinco Lenders shall reasonably request and using commercially reasonable efforts to update such information from time to time as necessary to ensure such information does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading; (iv) assisting Spinco and the Spinco Lenders in the preparation of (A) syndication documents and materials, including bank information memoranda (confidential and public), lender and investor presentations and similar documents for the Spinco Financing and (B) materials for rating agency presentations, and similar documents in connection with the Spinco Financing, and in each case, providing reasonable and customary authorization letters to the Spinco Lenders authorizing the distribution of information to prospective lenders and other financing sources; (v) requesting that its independent accountants provide, and using commercially reasonable efforts to cause them to provide, customary comfort letters (including “negative assurance” comfort), customary agreed upon procedures letters (if required) and consents for use of their reports, on customary terms and consistent with customary practice in connection with any Spinco Financing; and (vi) consulting in good faith on the terms and conditions of any Spinco Financing. (e) Until the earlier of the Closing and the valid termination of this Agreement in accordance with Article X, each of Remainco and Spinco and their respective Subsidiaries (including the Spinco Subsidiaries) shall provide to RMT Partner and the Financing Sources, and shall use reasonable best efforts to cause the Spinco Subsidiaries and Spinco’s obligation and Remainco’s Representatives to consummate provide to RMT Partner and the transactions contemplated hereby Financing Sources, on a timely basis, such cooperation that may be reasonably requested by RMT Partner or the Financing Sources in connection with the arrangement and consummation of the Permanent Financing and (if applicable) the RMT Equity Financing, including: (i) participation in, and assistance with, the marketing efforts related to the Permanent Financing and (if applicable) the RMT Equity Financing, including causing its management team, with appropriate seniority and expertise, and other representatives and advisors to assist in preparation for and to participate in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with the Financing Sources, other prospective financing sources and rating agencies, in each case, upon reasonable notice and at mutually agreeable dates and times, provided that any such meeting or communication may be conducted virtually by videoconference or other media; (ii) delivery to RMT Partner and the Financing Sources as specified promptly as reasonably practicable and in Sections 7.1 any event at least four Business Days before the date of the Distribution of documentation and 7.2 other information reasonably requested by the Financing Sources with respect to applicable “know-your-customer” and anti-money laundering rules and regulations at least nine Business Days before the date of the Distribution; (iii) as promptly as reasonably practicable after the date hereof., providing (A) financial statements of the Spinco Entities necessary for the satisfaction of the conditions set forth in paragraphs 5(a) and 5(b) of Exhibit B of the Spinco Commitment Letter (as in effect on the date hereof), (B) historical financial information regarding Spinco and the Spinco Subsidiaries reasonably requested by RMT Partner or the Financing Sources to permit RMT Partner to prepare the pro forma financial statements referred to in paragraph 5(e) of Exhibit B of the Spinco Commitment Letter (as in effect on the date hereof) and (c) such other finan

Financing. The Purchaser Parent has provided obtained a commitment letter (the "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 the Seller a complete conditions set forth in the Commitment Letter and correct copy the market-flex provisions set forth in the fee letter referred to in the 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 (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger to in such amount as contemplated by the Purchaser (the “Highly Confident Commitment Letter”), evaluating would enable Parent and Merger Sub to timely perform their obligations to (i) pay in full (A) the feasibility of a financing of up to $375,000,000 on aggregate Offer Consideration, (B) the terms aggregate Merger Consideration, (C) the aggregate Option Consideration, and conditions described therein (D) all fees and expenses payable by Parent, Merger Sub and the “Loan Financing”) to finance Surviving Corporation in connection with this Agreement and the transactions contemplated by this Agreement and expressing (ii) satisfy and discharge the view aggregate principal amount of the Notes (as defined in Section 6.10), 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 such arranger is “highly confident” that makes any of the assumptions set forth in the Commitment Letter unreasonable or would result in any of the conditions set forth in the Commitment Letter not being satisfied prior to the Outside Date. Lender has not advised either Parent or Merger Sub or any of their respective affiliates of any reason why the financing described 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 can on or prior to the date of this Agreement have been paid. The total equity financing to be accomplishedprovided 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 date of this Agreement, such private equity funds and such investors have, collectively, and at all times prior to the Effective Time, will have, collectively, funds readily available to them, subject to no conditions (other than (1) advance notice requirements, (2) the terms conditions in favor of Parent and conditions expressed therein; Merger Sub set forth in this Agreement and Exhibit A to this Agreement and (b3) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on the amount other non-material conditions capable of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay being satisfied prior to the Seller the Purchase Price and Offer Completion Date), to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and fund the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofCommitment.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal Parent has delivered to the Company true and correct copies of an executed debt commitment letter and related term sheet dated June 24and fee letter (redacted for confidential terms) (collectively, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan FinancingFinancing Commitments”) with Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. pursuant to finance the transactions contemplated by this Agreement which, and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12thereof, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent Sources have committed to provide equity Parent with loans in the amounts described therein, the proceeds of which may be used to consummate the Merger and the other transactions contemplated hereby (such loans and any financing (arrangements or securities offerings to supplement or supersede such loans, as the “Equity Financing,” and together with the Loan Financingcontext requires, the “Financing”) ). “Financing Sources” means Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., and their respective affiliates, and any other entities that have committed or will commit to provide or arrange the Financing. To the knowledge of each party, no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a material breach by any party hereto or failure to satisfy a condition precedent set forth in connection with the transactions contemplated by Financing Commitments. Notwithstanding anything in this Agreement if necessary depending on to the contrary, the Financing Commitments may be superseded at the option of Parent after the date of this Agreement but prior to the Effective Time by new Financing Commitments, including financing commitments from one or more additional or other parties, in accordance with this Section 5.13 (the “New Financing Commitments”); provided, however, that, without the written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), any such New Financing Commitments shall not (A) reduce the aggregate amount of available cash and the Financing (except to the extent of any proceeds of any securities offering of Parent or one of its Subsidiaries after the date hereof), (B) add new (or modify, in a manner materially adverse to Parent, any existing) conditions precedent or contingencies to the funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to of the Seller Financing as set forth in the Purchase Price Financing Commitments or the Definitive Financing Agreements or (C) prevent, impede or delay the consummation of the Merger and to pay all related fees and expenses due upon the Closing on the terms other transactions contemplated by this Agreement. The Purchaser has no reason In such event, the term “Financing Commitments” as used herein shall be deemed to believe that it will not be able to complete include the New Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject Commitments to the terms and conditions expressed therein and the satisfaction of the conditions precedent extent then in effect. Parent shall deliver to the Purchaser’s obligation to consummate the transactions contemplated hereby Company copies of any such New Financing Commitments as specified in Sections 7.1 promptly as practicable (and 7.2 hereofno later than one Business Day) after execution thereof.

Financing. The Purchaser has provided (a) Newco and Merger Sub have delivered to the Seller Company a complete and correct accurate copy of (a) a proposal an executed commitment letter and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Commitment Letter”)) from Vista Equity Partners Fund III, evaluating L.P. (the feasibility of a financing of up “Investor”) pursuant to $375,000,000 which the Investor has committed, on the terms and subject solely and exclusively to the conditions described set forth therein, to invest the cash amounts set forth therein (the “Loan Financing”) in Newco to fully finance the Merger and other transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and Agreement. (b) The Commitment Letter has not been amended or modified, and the commitment set forth in the Commitment Letter has not been withdrawn or rescinded in any respect. The Commitment Letter, in the form so delivered to the Company on the date hereof, is in full force and effect and is a letter dated June 12legal, 2014 from a potential investor (valid and binding obligation of Newco and, to the “Equity Financing knowledge of Newco, the Investor for so long as it remains in full force and effect. There are no conditions precedent or other contingencies related to the funding of the full amount of the financing contemplated by the Commitment Letter”) expressing an intent , other than as expressly set forth in the Commitment Letter. Subject solely and exclusively to provide equity the conditions set forth in the Commitment Letter, the aggregate proceeds of the financing (contemplated by the “Equity Financing,” and Commitment Letter, together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash of the Company (in an amount equal to at least the Minimum Closing Cash Amount) and funding assuming the Purchaser obtains in connection with accuracy of the Loan Financing. Subject to its terms Company’s representations and conditions, the Financing, if and when fundedwarranties herein, will provide the Purchaser with acquisition financing on the Closing Date be sufficient to pay enable Newco and Merger Sub to consummate the Seller the Purchase Price and to pay all related fees and expenses due Merger upon the Closing on the terms contemplated by this Agreement, to make all payments contemplated by this Agreement in connection with the Merger (including payment of all amounts payable under Article II of this Agreement in connection with or as a result of the Merger) and to pay all fees and expenses associated therewith. The Purchaser No event has no occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Newco or Merger Sub under any term or condition of the Commitment Letter, subject to the Company’s compliance with this Agreement and the satisfaction (or waiver by Newco) of the conditions in Sections 7.1 and 7.2 hereof. Subject to the Company’s compliance with this Agreement and the satisfaction (or waiver by Newco) of the conditions in Sections 7.1 and 7.2 hereof, neither Newco nor Merger Sub has any reason to believe that it will not be able unable to complete the Financing satisfy on the terms and conditions outlined a timely basis any term or condition to be satisfied by it in the Highly Confident Letter Commitment Letter. Newco has fully paid any and all commitment and other fees that have been incurred and are due and payable in connection with the Equity Financing Commitment Letter, subject and Newco will pay when due all other commitment and other fees arising under the Commitment Letter as and when they become payable. (c) As of the date hereof, neither Newco nor Merger Sub, nor any of their respective Affiliates, is (and prior to the terms and conditions expressed therein and No-Shop Period Start Date neither shall be) a party to or otherwise bound by any Contracts, or has (or prior to the satisfaction No-Shop Period Start Date shall have) any formal or informal arrangements or other understandings (whether or not binding), with any Person (including any stockholder, director, officer or other employee of the conditions precedent Company or any of its Subsidiaries) concerning any equity investments to be made in or contributions to be made to Newco or Merger Sub in connection with the Merger and/or any other transactions contemplated by this Agreement other than as set forth in the Commitment Letter or with their respective Affiliates. As of the date hereof, neither Newco nor Merger Sub, nor any of their respective Affiliates, is (and prior to the Purchaser’s obligation No-Shop Period Start Date neither shall be) a party to consummate or otherwise bound by any Contracts, or has (or prior to the transactions No-Shop Period Start Date shall have) any formal or informal arrangements or other understandings (whether or not binding), with any Person (including any stockholder, director, officer or other employee of the Company or any of its Subsidiaries) concerning the ownership and operation of Newco, Merger Sub, the Surviving Corporation or any of its Subsidiaries at any time from and after the Effective Time. (d) As of the date hereof, neither Newco nor Merger Sub, nor any of their respective Affiliates, is (and prior to the No-Shop Period Start Date neither shall be) a party to any Contracts, or has (or prior to the No-Shop Period Start Date shall have) made or entered into any formal or informal arrangement or other understanding (whether or not binding), with any other Person that has or would have the effect of requiring such Person to provide Newco or Merger Sub with financing or other potential sources of capital (whether equity, debtor a hybrid thereof) in any such case on an exclusive basis in connection with the Merger or any other transaction contemplated hereby as specified by this Agreement, or that has or would have the effect of preventing, impairing or otherwise limiting the ability of any Person to provide financing or other potential sources of capital (whether equity, debt or a hybrid thereof) to any other Person in Sections 7.1 and 7.2 hereofconnection with any transaction involving the Company.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter Assuming that the Financing is funded in accordance with the Commitment Letter, the proceeds contemplated to be provided by the Debt Letters, together with cash on hand, cash equivalents, available lines of credit or other sources of immediately available funds held by Parent and term sheet dated June 24Merger Sub, 2014 from its prospective financing arranger will be sufficient to (a) pay the Purchaser aggregate Offer Price and the aggregate Per Share Merger Consideration, (the “Highly Confident Letter”), evaluating the feasibility b) satisfy all of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by their other obligations under this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can (c) pay all fees and expenses required to be accomplished, subject to the terms paid by Parent and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) Merger Sub in connection with the transactions contemplated by this Agreement if necessary depending on Agreement. (b) Parent and Merger Sub have provided to the amount Company true and complete copies of available cash and funding the Purchaser obtains (i) an executed commitment letter (as amended, modified, supplemented, replaced or restated in connection accordance with the Loan Financing. Subject to its terms and conditionshereof, the Financing“Commitment Letter”), if dated as of November 22, 2015, between Parent and/or Merger Sub and when fundedthe Financing Sources set forth in the Commitment Letter and (ii) an executed fee letter (as amended, will provide the Purchaser modified, supplemented, replaced or restated in accordance with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason hereof and as redacted to believe that it will not be able to complete remove the fee amounts, pricing caps, the rates and amounts included in the “market flex” and other economic terms, the “Redacted Fee Letter”), dated as of November 22, 2015, between Parent and/or Merger Sub and the Financing on the terms and conditions outlined Sources set forth in the Highly Confident Letter and the Equity Financing Redacted Fee Letter, 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”), pursuant to which, and subject to the terms and conditions expressed therein thereof, the Financing Sources have committed to provide Parent and/or Merger Sub with debt financing (the “Financing”). The Commitment Letter has not been amended or modified in any manner on or prior to the date of this Agreement and, as of the date hereof, to the knowledge of Parent, no such amendment or modification is contemplated (except to implement or exercise the "flex" provisions contained in one or more fee letters related to the Financing and to add additional lenders, lead arrangers, bookrunners, agents or similar entities who had not executed the Commitment Letter as of the date hereof). The Commitment Letter, including the commitments contained therein, has not been terminated, reduced, withdrawn or rescinded in any respect on or prior to the date of this Agreement and, as of the date hereof, to the knowledge of Parent, no such termination, reduction, withdrawal or rescission is contemplated. Parent has paid or cause to be paid in full any and all commitment fees or other fees and amounts in connection with the Commitment Letter that are payable on or prior to the date of this Agreement; and the satisfaction Commitment Letter is in full force and effect and is the valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, as of the date hereof the other parties thereto, except that (i) such enforcement may be subject to the Bankruptcy and Equity Exceptions and (ii) 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. There are no conditions precedent related to the funding of the full amount (or any portion) of the Financing, other than as expressly set forth in the Commitment Letter. As of the date hereof, there are no side letters or other agreements, contracts or arrangements of any kind relating to the Commitment Letter to which Parent or any of its Subsidiaries is a party that could impose conditions to the funding of the Financing contemplated by the Commitment Letter other than as expressly set forth in the Commitment Letter delivered to the Company prior to the execution of this Agreement. 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 by Parent or, to the knowledge of Parent, any other party thereto, under the terms and conditions of the Commitment Letter and Parent does not have any reason to believe that any of the conditions precedent to the Purchaser’s Financing will not be satisfied by Parent on a timely basis or that the Financing will not be available to Parent at the Acceptance Time and the Effective Time. (c) Each of Parent and Merger Sub expressly acknowledges and agrees that its obligation to consummate the transactions contemplated hereby by this Agreement is not subject to any condition or contingency with respect to any financing or funding by any third party. As of the Effective Time, after giving effect to the consummation of the transactions contemplated by this Agreement (including the Financing and the payment of any amounts required to be paid pursuant to Article II, the repayment, redemption, discharge or refinancing of any indebtedness of the Company, Parent or Merger Sub and the payment of all fees and expenses required to be paid by Parent and Merger Sub in connection with the transactions contemplated by this Agreement, including the Financing), Parent shall be solvent and able to pay its debts as specified in Sections 7.1 and 7.2 hereofthey come due.

Financing. (a) Attached hereto as Exhibit 5.4 is an agreement between Purchaser and Eurocom pursuant to which Eurocom irrevocably grants Purchaser an irrevocable call option to require Eurocom to provide Purchaser a loan of up to the lesser of (i) NIS1.2B, or (ii) the difference between (x) the Purchase Price and (y) the sum of the Cash holdings of the Purchaser and any committed financing available to the Purchaser for the transaction contemplated hereby (the "Eurocom Option"). Such option may be exercised by Purchaser, at no cost, at any time after 120 days from the date hereof (the "120th Day"), upon submission of a written notice to Eurocom. The underlying loan shall bear interest at a risk-free or lower rate, and shall be subordinated in all respects to committed financing referenced above. The Eurocom Option includes a representation in which Eurocom shall represent and warrant therein that it has, as of the date hereof, the financial ability to provide the required funds under the Eurocom Option and further covenants and undertakes to maintain such level of financial ability. (b) Purchaser has provided shall take all means required in order to comply in all respects on a timely basis with all of the undertakings of the Purchaser and the terms and conditions set forth in sub-Sections 6.1(c)(i) through 6.1(c)(v) below. No later than on the date of each of the Milestones, Purchaser shall submit to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger to certificate issued by the Purchaser confirming that the respective conditions which are required to be fulfilled at the respective Milestones are timely fulfilled in their entirety. (c) In the “Highly Confident Letter”)event that Purchaser is, evaluating for any reason whatsoever, unable, at any time after the feasibility 120th Day, to timely comply with any of a financing of up to $375,000,000 on the terms and conditions described therein (set forth in sub-Sections 6.1(c)(i) through 6.1(c)(v) below, it hereby undertakes to immediately exercise the “Loan Financing”) Eurocom Option in such manner which shall allow it to finance fully comply with said provisions and achieve the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofpertinent Milestone.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) Each of the MPT Parties affirms that it is not a proposal condition to the Closing or to any of its other obligations under this Agreement or its obligations under the Master Agreement that the MPT Parties or their Affiliates obtain financing for or related to any of the Transactions or the transactions contemplated under the Master Agreement. The MPT Parties have delivered (or caused to be delivered) to the Sellers true, correct and complete copies of an executed debt commitment letter, dated as of the date hereof, among MPT and the Financing Sources and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties thereto may be redacted (none of which redacted provisions could adversely affect the availability, conditionality, enforceability, termination or aggregate principal amount of the Debt Financing (as defined below) at the Closing or the closing of the transactions contemplated under the Master Agreement); provided, further, that prior to execution of this Agreement, the MPT Parties shall have advised the Sellers in writing of the maximum amount of fees and expenses (including original issue discount) payable by MPT, the MPT Parties or their respective Affiliates under such commitment letter(s), fee letter(s) and engagement letter(s)) (such commitment letter(s) and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and term sheet dated June 24engagement letter, 2014 from its prospective financing arranger to the Purchaser (collectively, the “Highly Confident Debt Commitment Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedprovide, subject to the terms and conditions expressed therein; , debt financing in the aggregate amount set forth therein for the purpose of funding the Transactions and (b) a letter dated June 12, 2014 from a potential investor the transactions contemplated under the Master Agreement (the “Equity Financing LetterDebt Financing”) expressing an intent ). Prior to provide equity financing (the “Equity Financing,” and together with the Loan Financingdate of this Agreement, the “Financing”Debt Commitment Letter has not been amended, supplemented or modified, and as of the date hereof, no provision thereof has been waived, and no such amendment, restatement, supplement, modification or waiver is contemplated or pending, and the obligations and commitments contained in such Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect, and no such withdrawal, termination or rescission is contemplated. The MPT Parties have fully paid (or caused to be paid) any and all commitment fees or other fees in connection with the transactions Debt Commitment Letter that are payable on or prior to the date of this Agreement. Assuming the conditions set forth in Sections 6.1 and 6.2 are satisfied at Closing, the net proceeds contemplated by this Agreement if necessary depending to be provided on the amount Closing Date under the Debt Commitment Letter will, together with immediately available funds of available cash MPT and funding the Purchaser obtains MPT Parties at the Closing, credit facility borrowings, and debt and equity security issuance proceeds, in the aggregate be sufficient for the MPT Parties and their Affiliates to pay all amounts required to be paid in connection with the Loan Financing. Subject to its terms consummation of the Transactions and conditionsthe transactions contemplated under the Master Agreement, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon expenses. The Debt Commitment Letter is in full force and effect as of the Closing on the terms contemplated by date of this Agreement. The Purchaser Debt Commitment Letter constitutes the legal, valid and binding obligation of the parties thereto (other than the Financing Sources) and, to the knowledge of the MPT Parties, the Financing Sources. 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, violation or breach under the Debt Commitment Letter on the part of MPT or the MPT Parties or, to the knowledge of the MPT Parties, any other parties thereto. The Debt Commitment Letter delivered to the Sellers contains all of the conditions precedent (none of which have been redacted) to the obligations of the parties thereunder to fund the Debt Financing contemplated by the Debt Commitment Letter to be funded on the Closing Date. There are no side letters or other agreements, contracts or arrangements to which MPT or the MPT Parties or any of their respective Affiliates is a party related to the funding or investing, as applicable, of the Debt Financing other than as expressly set forth in the Debt Commitment Letter furnished to the Sellers pursuant to this Section 3.7(a). As of the date hereof, the MPT Parties do not have any reason to believe that it (i) any party thereto will be unable to satisfy on a timely basis any term of the Debt Commitment Letter, (ii) any of the conditions to the Debt Financing will not be able satisfied or (iii) the full amount of the Debt Financing will not be available to complete MPT or the Financing MPT Parties and their Affiliates on the terms and conditions outlined in the Highly Confident Letter Closing Date, and the Equity Financing Letter, subject MPT Parties are not aware of the existence of any fact or event as of the date hereof that would be expected to cause such conditions to the terms and conditions expressed therein and Debt Financing not to be satisfied or the satisfaction full amount of the conditions precedent to Debt Financing not be available and either the Purchaser’s obligation to consummate Closing or the closing of the transactions contemplated hereby under the Master Agreement not to occur. (b) The MPT Parties have delivered to the IASIS Parties a true, correct and complete copy of the executed the Master Agreement. There are no commitment fees or other fees payable under the Master Agreement on or prior to the Effective Date. The Master Agreement is in full force and effect as specified in Sections 7.1 and 7.2 hereofof the date of this Agreement.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24Assuming the Financing has been received, 2014 from its prospective financing arranger at or prior to the Purchaser time at which payment for validly tendered Shares is required to be made hereunder, Parent and Merger Sub shall have available cash resources and/or financing in an aggregate amount sufficient to enable Parent and Merger Sub to consummate the Transactions. Parent has delivered to the Company an accurate and complete copy of a fully executed debt commitment letter (together with all annexes, schedules and exhibits thereto) from the financial institutions party thereto (collectively, the “Highly Confident Lenders”) (such letter, the “Commitment Letter”), evaluating pursuant to the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedterms, but subject to the conditions expressly set forth therein, of which certain of the Lenders have committed to provide Parent and Merger Sub with debt financing in the amounts set forth therein for purposes of partially financing the Transactions (such debt financing, the “Debt Financing”). Parent and Merger Sub acknowledge that their obligations under this Agreement, including their obligations to consummate the Transactions, are not contingent or conditioned in any manner on obtaining any funds or financing. (b) The Commitment Letter is, and each definitive agreement with respect to the Debt Financing (which definitive agreements are referred to collectively in this Agreement as the “Definitive Financing Agreements”) entered into after the date of this Agreement but prior to the Acceptance Time (if any), will be, in each case, a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and Merger Sub (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto in accordance with their respective terms and subject to: (i) the respective conditions expressed expressly set forth therein; (ii) any Law of general application relating to bankruptcy, insolvency and the relief of debtors; and (biii) a letter dated June 12rules of Law governing specific performance, 2014 from a potential investor (injunctive relief and other equitable remedies. As of the “Equity Financing Letter”) expressing an intent date of this Agreement, the Commitment Letter has not been withdrawn, modified, terminated or rescinded in any respect, amended, restated or otherwise modified or waived. There are no conditions precedent or contingencies related to provide equity financing (the “Equity Financing,” and together with funding of the Loan full amount of the Debt Financing, the “Financing”) other than as expressly set forth in connection with the transactions or expressly contemplated by this Agreement if necessary depending on the amount of available cash Commitment Letter and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no , and, assuming the truth and accuracy of the Company’s representations and warranties and compliance by the Company with its covenants and agreements herein, Parent does not have any reason to believe that it the conditions to the Debt Financing will not be able satisfied or that the Debt Financing will not be available to complete Parent at or prior to the time at which payment for validly tendered Shares is required to be made hereunder. As of the date hereof, there are no, and there are not contemplated to be any, side letters or other agreements, contracts or arrangements related to the funding or investing, as applicable, of the full amount of the Debt Financing, other than any customary engagement letters, fee letters and non-disclosure agreements that do not impact the conditionality for the Debt Financing to occur or amount of the Debt Financing. (c) As of the date of this Agreement, no event has occurred which (i) would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default), in each case, on the terms and conditions outlined part of Parent under the Commitment Letter or (ii) would, individually or in the Highly Confident Letter and aggregate, permit the Equity Financing Lenders to terminate, or to not immediately fund the facilities to be established thereunder upon satisfaction of all conditions thereto. As of the date of this Agreement, neither Parent nor Merger Sub is aware of any material inaccuracies in any of the representations or warranties (if any) of Parent or Merger Sub in the Commitment Letter. To the extent required, subject Parent has fully paid all commitment fees or other fees required to be paid prior to the terms and conditions expressed therein and the satisfaction date of the conditions precedent this Agreement pursuant to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofCommitment Letter.

Financing. The Purchaser Parent has provided delivered to the Seller a Company true, complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Letter”), evaluating the feasibility fully executed copies of a financing of up to $375,000,000 on the terms and conditions described therein commitment letter (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financingexecuted fee letter related thereto of even date herewith from BMO Capital Markets Corp. and any related exhibits, schedules, annexes, supplements, term sheets and other agreements (which such fee letter may be redacted so long as no redaction covers terms that would adversely affect the “Financing”) aggregate amount, conditionality, availability or termination of the debt financing contemplated therein)), which provide such lenders’ respective commitments to provide Parent with bank debt financing in connection with the transactions contemplated by this Agreement if necessary depending on hereby in the amount set forth therein (collectively, the “Commitment Letters”) (such debt financing, the “Financing”). The Commitment Letter is in full force and effect and is a valid and binding obligation of available cash Parent and any of its affiliates party thereto and, to the knowledge of Parent, the other parties thereto and enforceable against Parent and any of its affiliates party thereto and, to the knowledge of Parent, the other parties thereto in accordance with their terms, except insofar as such enforceability may be limited by the Enforceability Exceptions. As of the date hereof, the Commitment Letter has not been amended or modified, and the commitments contained in the Commitment Letter have not been withdrawn, rescinded or otherwise modified. As of the date hereof, there are no side letters or other arrangements relating to the Commitment Letter that would reasonably be expected to affect the availability of the funding in full of the Purchaser obtains Financing at the Closing. As of the date of this Agreement, Parent has fully paid, or caused to be fully paid, any and all commitment fees or other fees that have been incurred and are due and required to be paid in connection with the Loan FinancingCommitment Letter on or prior to the date of this Agreement. Subject As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to its terms and conditionsconstitute a material default or breach on the part of Parent under any term or condition of the Commitment Letter, or otherwise result in any portion of the Financing contemplated thereby to be unavailable. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, if and when fundedother than as set forth in the Commitment Letter in the form so delivered to the Company. The aggregate proceeds of the Financing, together with the cash or other sources of immediately available funds that Parent has or will provide have prior to the Purchaser with acquisition financing on the Closing Date Closing, are in an amount sufficient to pay enable it to consummate the Seller Merger and the Purchase Price other transactions contemplated hereby and to pay all any related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofexpenses.

Financing. The Purchaser Parent has provided delivered to the Seller a Company true and complete and correct copy copies of (ai) a proposal letter and term sheet the executed equity commitment letter, dated June 24, 2014 from its prospective financing arranger to as of the Purchaser date of this Agreement (the “Highly Confident Equity Financing Commitment”), pursuant to which 3G Special Situations Fund II L.P. (“Sponsor”) has committed, upon the terms and subject to the conditions thereof, to invest in Parent the cash amount set forth therein (the “Equity Financing”), and (ii) the executed commitment letter, dated as of the date hereof, among Parent, ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., ▇.▇. ▇▇▇▇▇▇ Securities LLC, and Barclays Bank PLC (the “Debt Commitment Letter”), evaluating pursuant to which the feasibility of a financing of lenders party thereto have agreed, upon the terms and subject to the conditions thereof, to lend the amounts (which includes up to $375,000,000 on the terms and conditions described therein 900,000,000.00 in bridge financing (the “Loan Bridge Financing”) to finance 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 expressing related fees and expenses and the view that such arranger is “highly confident” that refinancing of any outstanding indebtedness of the financing described therein can be accomplished, subject to Company (including under the terms and conditions expressed therein; and (bExisting Credit Agreement) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity ‘‘Debt Financing,” and and, together with the Loan 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 amendment or 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, of the Financing other 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, 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 be unable to satisfy on a timely basis any term or condition of the Financing Agreements required to be satisfied by it. Based on the terms and conditions of this Agreement, 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 (including repayment of indebtedness under the Existing Credit Agreement), the payment of all other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to allow Parent and Sub to perform all of their obligations under this Agreement and pay all related fees and expenses due upon to be paid by Parent or Sub related to the Closing on the terms transactions contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereof.[...]

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter Purchaser has received and term sheet accepted executed and binding commitment letters dated June 24February 3, 2014 from its prospective financing arranger to the Purchaser 2015 (the “Highly Confident LetterDebt Commitment Letters”) from UBS Securities LLC, UBS AG, Stamford Branch, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Royal Bank of Canada and RBC Capital Markets (collectively, the “Lenders”), evaluating relating to the feasibility commitment of a financing of up the Lenders to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedprovide, subject to the terms and conditions expressed therein; and thereof, the full amount of the debt financing stated therein (the “Debt Financing”). (b) a letter dated June 12Purchaser has delivered to Seller true, 2014 from a potential investor complete and correct copies of the executed Debt Commitment Letters, attached hereto as Exhibit F (including, the exhibits and annexes thereto), and any fee letters (the “Equity Financing LetterFee Letters”) expressing an intent related thereto (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 Debt Financing). (c) Except as set forth in the Debt Commitment Letters, there are no conditions precedent to the obligations of the Lenders to provide equity financing the Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. Other than the Debt Commitment Letters and the Fee Letters, there are no side letters or other agreements, contracts or arrangements (except for customary engagement letters) relating to the “Equity funding or investing, as applicable, of the full amount of the Debt Financing,” and . (d) The Debt Financing, when funded in accordance with the Debt Commitment Letters, together with available cash on hand (taking into account any restrictions on use and costs of repatriation), will provide Purchaser with cash proceeds on the Loan Financing, the “Financing”) Closing Date in connection with an amount sufficient to consummate the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The hereby, including the payment of the Purchase Price, and to pay related fees and expenses. (e) Assuming the satisfaction of the conditions in Sections 8.1 and 8.2, to the Knowledge of Purchaser, there is no fact or occurrence as of the date hereof that would cause the conditions to funding of the Debt Financing not to be satisfied at or before the Closing, and Purchaser has no reason to believe that it will not be able unable to complete satisfy on a timely basis any term or condition of the Financing Closing to be satisfied by it contained in the Debt Commitment Letters. (f) The Debt Commitment Letters are valid, binding and enforceable in accordance with their respective terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), and are in full force and effect, and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchaser under the terms and conditions outlined of the Debt Commitment Letters. As of the date of this Agreement, no Debt Commitment Letter or Fee Letter has been amended, restated or otherwise modified or waived, and the respective commitments contained in the Highly Confident Letter Debt Commitment Letters have not been withdrawn, modified or rescinded. Purchaser has paid in full any and the Equity Financing Letter, subject all commitment fees or other fees or expenses required to be paid pursuant to the terms and conditions expressed therein and the satisfaction of the conditions precedent Debt Commitment Letters on or before the date of this Agreement. (g) In no event shall the receipt or availability of any funds or financing by Purchaser or any of its Affiliates or any other financing or other transactions be a condition to the any of Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofobligations hereunder.

Financing. The Purchaser has provided (i) Parent will have sufficient funds available to it for Parent and, after the Seller a Effective Time, the Surviving Corporation, to complete the Merger and correct copy refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay cash in lieu of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Letter”fractional shares in accordance with Section 4.2(f), evaluating and to satisfy the feasibility respective obligations of a financing of up to $375,000,000 on the terms Parent and conditions described therein (the “Loan Financing”) to finance the transactions Merger Sub as and when contemplated by this Agreement and expressing to pay or otherwise perform such obligations of Parent and Merger Sub under any agreement or documents entered into in connection with the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject Merger (including any fees and expenses relating to the terms Financing). (ii) Parent has delivered to the Company true and conditions expressed therein; and complete copies of (bi) a letter fully executed debt commitment letter, dated June 12as of the date of this Agreement (including all schedules, 2014 from a potential investor annexes and exhibits thereto) (the “Equity Financing Commitment Letter”) expressing an intent and (ii) the fully executed fee letters referenced therein, relating to provide equity financing fees with respect to the Financing contemplated by the Commitment Letter (collectively, the “Equity FinancingFee Letter,” and together with the Loan FinancingCommitment Letter, collectively, the “FinancingCommitment Papers”) in connection ), by and among Parent and the Financing Sources specified therein (with only fee amounts and other economic terms, and the transactions “flex” provisions, redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, termination or amount of the debt financing contemplated by the Commitment Letter). As used herein, the debt financing contemplated in the Commitment Papers, together with, unless the context otherwise requires, any replacement financing, including any bank financing or debt securities issued in lieu thereof, is collectively referred to as the “Financing.” As of the date of this Agreement, each of the Commitment Papers is in full force and effect and has not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and, to the Knowledge of Parent, no amendment or modification in any manner that is potentially adverse to the Company is contemplated as of the date of this Agreement if necessary depending on (other than as set forth in the amount Fee Letter with respect to flex rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Commitment Papers as of available cash the date of this Agreement), and funding each of the Purchaser obtains Commitment Papers, in connection the form so delivered, constitutes the legal, valid and binding obligation of, and is enforceable against, Parent and, to the Knowledge of Parent, each of the other parties thereto, subject, in each case, to the Bankruptcy and Equity Exception. Except as set forth in the Commitment Papers and except for any engagement letters, fee credit letters and fee letters related to the permanent financing described in the Commitment Papers, as of the date of this Agreement, there are no contracts, agreements, “side letters” or other arrangements to which Parent, Merger Sub or any of their respective affiliates is a party relating to the Commitment Papers or the Financing. (iii) As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, a default or breach by Parent or, to the Loan Knowledge of Parent, any other party thereto, of any term of the Commitment Papers. As of the date of this Agreement, no Financing Source party to the Commitment Letter has notified Parent in writing of its termination or repudiation (or intent to terminate or repudiate) any of the commitments under such Commitment Letter or intent not to provide all or any portion of the Financing. Subject to Assuming the truth and accuracy of the Company’s representations and warranties set forth in Section 5.1 and compliance by the Company with its terms obligations hereunder, in each case, in all material respects, and conditionsassuming satisfaction of the conditions in Section 7.3 (other than those conditions that by their nature can only be satisfied at the Closing, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay but subject to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser satisfaction or waiver thereof), Parent has no reason to believe that it any of the conditions to the availability and funding, as applicable, of the Financing contemplated by the Commitment Papers will fail to be satisfied on the Closing Date or that the full amounts committed pursuant to the Commitment Letter will not be able available to complete the Financing be funded on the terms and conditions outlined Closing Date to the extent required to refinance in full all amounts outstanding under the Highly Confident Letter Company ABL Credit Agreement and the Equity Financing LetterSenior Secured Indenture, subject 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 terms and conditions expressed therein Merger and the satisfaction of the conditions precedent Financing. (iv) Notwithstanding anything to the Purchaser’s contrary in this Agreement, each of Parent and Merger Sub acknowledges that its obligation to consummate the transactions Merger as set forth in this Agreement is not contingent on Parent’s ability to obtain any financing, whether pursuant to the Commitment Papers or otherwise. (v) 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 required by the Commitment Papers to be paid on or before the date of this Agreement. The only conditions precedent related to the obligations of the Financing Sources party to the Commitment Letter to fund the full amount of the Financing contemplated hereby as specified by the Commitment Letter are expressly set forth in Sections 7.1 and 7.2 hereofthe Commitment Letter.

Financing. The Purchaser has provided delivered to Seller true and complete, fully-executed copies of the Seller a complete debt and correct copy equity commitment letters, dated as of (a) a proposal letter October 3, 2013 among Purchaser; Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates; Bank of America, N.A.; ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated; Barclays Bank PLC; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.; and term sheet dated June 24Natixis, 2014 from its prospective financing arranger New York Branch and including all exhibits, schedules, annexes and amendments to such agreements in effect as of the Purchaser date hereof (the “Highly Confident LetterCommitment Letters”), evaluating the feasibility of a financing of up pursuant to $375,000,000 on the terms which and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; thereof each of the parties thereto (other than Purchaser), has severally agreed and committed to provide the debt financing set forth therein (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing LetterDebt Financing”) expressing an intent to provide and Purchaser has received a commitment in respect of the equity financing set forth therein (the “Equity Financing,” and together with the Loan Debt Financing, collectively the “Financing”) ). The Commitment Letters have not been amended, restated or otherwise modified or waived prior to the Execution Date and 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 enforcement may be limited by laws affecting the enforcement of creditors’ rights generally or by general equitable principles. There are no conditions precedent to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Letters. There are no other agreements, side letters or arrangements that would permit the parties to the Commitment Letters to reduce the amount of the Financing or that 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 pay the Final Purchase Price and to pay any other amounts required to be paid by it in connection with the consummation of the transactions contemplated by this Agreement if necessary depending Agreement. As of the date hereof, (A) no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the amount part of available cash and funding Purchaser under the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditionsCommitment Letters or, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller Knowledge of Purchaser, any other party to the Purchase Price Commitment Letters and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The (B) Purchaser has no reason to believe that it the conditions to the Financing will not be able to complete satisfied or that the Financing will not be available to Purchaser on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject Closing Date. Purchaser has fully paid all fees required to be paid prior to the terms and conditions expressed therein and the satisfaction of the conditions precedent date hereof pursuant to the Purchaser’s obligation Commitment Letters and will pay any additional fees required to consummate be paid pursuant to the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofCommitment Letters.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) Attached hereto as Exhibit C is a proposal true and complete copy, including all exhibits, schedules or amendments thereto, of the fully executed commitment letter and term sheet from Barclays Bank PLC, dated June 24, 2014 from its prospective financing arranger to as of the Purchaser date hereof (the “Highly Confident Debt Commitment Letter”)) from the lenders party thereto (collectively, evaluating the feasibility “Lenders”) relating to the commitment of a the Lenders to provide debt financing of up in the aggregate amount, and subject to $375,000,000 on the terms and conditions described conditions, set forth therein (the “Loan Debt Financing”) ), and any fee letters related thereto (provided, that the amount of fees, “market flex” provisions, pricing terms and pricing caps set forth in the fee letters, none of which would reasonably be expected to finance adversely affect the conditionality, enforceability, availability or termination of the Debt Financing, or reduce the aggregate principal amount thereof, may be redacted in a customary manner from any such fee letters, including from any amendments thereto). Subject to the conditions set forth in the Debt Commitment Letter and closing the financing set forth therein, Purchaser will have at the Closing, sufficient funds on hand to consummate the transactions contemplated by this Agreement, the Transaction Documents and deliver the Aggregate Purchase Price and all fees and expenses related to the transactions contemplated by this Agreement and expressing the view Transaction Documents at Closing. (b) The Debt Commitment Letter is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, except (i) to the extent that such arranger is “highly confident” enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the financing described therein can be accomplishedavailability of equitable remedies, including specific performance, is subject to the terms and conditions expressed therein; and (b) a letter dated June 12discretion of the court before which any proceeding thereof may be brought. The aggregate proceeds contemplated to be provided by the Debt Commitment Letter, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with any cash on hand of the Loan FinancingPurchaser at Closing and the Stock Consideration, the “Financing”) in connection with will be sufficient to consummate the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all of Purchaser’s related fees and expenses due upon expenses. The obligations of the Closing on Lenders to fund the commitments under the Debt Commitment Letter are not subject to any conditions other than as expressly set forth in the Debt Commitment Letter or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters) relating to the funding of the full amount of the Debt Financing other than as expressly set forth in or contemplated by the Debt Commitment Letter. Purchaser has fully paid any and all commitment fees or other fees required to be paid pursuant to the terms contemplated by of the Debt Commitment Letter, to the extent the same are due and payable. As of the date of this Agreement, (x) the Debt Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, and the respective commitments have not been withdrawn or rescinded in any way and (ii) no event has occurred that (with or without notice, lapse of time or both) would constitute a breach or default under the Debt Commitment Letter by Purchaser. The Purchaser has no reason knowledge of any facts or circumstances that are reasonably likely to believe that it will not be able to complete the Financing on the terms and conditions outlined result in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction (A) any of the conditions precedent set forth in the Debt Commitment Letter not being satisfied or (ii) the funding contemplated in the Debt Commitment Letter not being made available to the Purchaser’s obligation Purchaser on a timely basis in order to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofby this Agreement.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) Parent has delivered to the Company a proposal true and complete copy of a fully executed commitment letter and (together with any term sheet relating thereto), dated June 24as of the date of this Agreement (as amended or replaced in accordance with Section 5.3 hereof, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Debt Commitment Letter”), evaluating pursuant to which the feasibility of a financing of up financial institutions party thereto (together with any other entities that have committed to $375,000,000 on provide or arrange or otherwise entered into agreements in connection with the terms Debt Financing or other financings in connection with the Transactions and conditions described therein (the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or related thereto, and together with their respective Affiliates and their and their respective Affiliates’ Representatives and their respective successors and assigns, collectively, the “Loan FinancingDebt Financing Sources” and each, a “Debt Financing Source”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedhave committed, subject to the terms and conditions expressed set forth therein; and (b) a letter dated June 12, 2014 from a potential investor to lend the amounts set forth therein for the purposes set forth therein (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Debt Financing”) ). Parent has also delivered to the Company true and complete copies of any fee letter entered into in connection with the transactions contemplated by Debt Commitment Letter (any such fee letter, a “Fee Letter”), except that the numerical fees, pricing and other commercially sensitive numbers and provisions specified in any such Fee Letter (including any provisions relating to “flex” terms or similar concepts) may have been redacted. (b) Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, at the Closing Parent will have sufficient available funds to pay the Merger Consideration and any other amounts payable pursuant to this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains or in connection with the Loan Financing. Subject to Transactions, including the Merger, by Parent or Merger Sub or any obligations of the Surviving Corporation or its terms Subsidiaries that become due and conditionspayable in connection with, or as a result of, the FinancingTransactions, if including the Merger and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay payment of all related fees and expenses due upon related to the Closing foregoing. (c) The Debt Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect, except as may be permitted by Section 5.3. The Debt Commitment Letter, in the form delivered to the Company prior to the execution of this Agreement, is a valid and binding obligation of Parent and enforceable against it in accordance with its terms, and, to the Knowledge of Parent as of the date of this Agreement, is a valid and binding obligation against each Debt Financing Source and enforceable against each Debt Financing Source in accordance with its terms, in each case subject to the General Enforceability Exceptions. There are no side letters or other Contracts or arrangements (except for any Fee Letters and any agreements entered into after the date of this Agreement that are expressly contemplated by the Debt Commitment Letter) relating to any Prohibited Changes with respect to the Debt Financing. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach on the terms part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any term of the Debt Commitment Letter or otherwise result in the failure of any condition to the Debt Financing or any portion of the Debt Financing contemplated by this Agreementthereby to be unavailable at the Closing. The Purchaser Assuming the conditions to the obligation of Parent and Merger Sub to consummate the Merger have been satisfied or waived, neither Parent nor Merger Sub has no reason to believe that it will not or any Debt Financing Source would be able unable to complete satisfy on a timely basis any term or condition of the Debt Commitment Letter required to be satisfied by such Person. Parent or Merger Sub has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid on or before the date of this Agreement. Parent acknowledges and agrees that there are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing on immediately prior to the terms and conditions outlined Closing, other than as expressly set forth in the Highly Confident Letter Debt Commitment Letter. For the avoidance of doubt, Parent and the Equity Financing LetterMerger Sub acknowledge and agree that their respective obligations hereunder, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation including their obligations to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofTransactions, are not subject to, or conditioned on, receipt of the debt financing under the Debt Commitment Letter or otherwise.

Financing. The Purchaser Parent has provided delivered to the Seller a Company true, correct and complete and correct copy copies, as of the date of this Agreement, of (ai) a proposal an executed commitment letter and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Equity Funding Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein ) from certain parties (the “Loan FinancingEquity Providers”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedprovide, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing,”), and (ii) an executed commitment letter and a redacted form of fee letter, dated as of the date of this Agreement, from the financial institutions identified therein (the “Debt Commitment Letter” and and, together with the Loan FinancingEquity Funding Letter, the “FinancingFinancing Letters”) in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letterprovide, subject to the terms and conditions expressed 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 hereof, neither the Equity Funding Letter nor Debt Commitment Letter has been amended or modified and the satisfaction respective commitments contained in such letters have not been withdrawn or rescinded in any respect. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Equity Funding Letter and the Debt Commitment Letter that are payable on or prior to the date hereof. Assuming the Financing is funded in accordance with the terms and conditions of the Financing Letters and assuming the accuracy of the representations and warranties set forth in Article III and performance by the Company of its obligations under Section 5.1, the net proceeds contemplated by the Equity Funding Letter and Debt Commitment Letter will, together with the cash or cash equivalents available to the Company, in the aggregate be sufficient for Merger Sub and the Surviving Corporation to consummate the Transactions upon the terms and conditions 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 or breach on the part of Parent or Merger Sub under the Equity Funding Letter or the Debt Commitment Letter; provided that Parent and Merger Sub are not making any representation regarding the effect of the inaccuracy of the representations and warranties in Article III. As of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article III and performance by the Company of its obligations under Section 5.1, 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 on the date of the Closing. The Financing Letters contain all of the conditions precedent to the Purchaser’s obligation obligations of the parties thereunder to consummate make Financing available to Parent on the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofterms therein.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) The Shareholders shall procure that the Company shall, and the Company shall, apply any contributions made by the Shareholders in connection with Ongoing Funding solely for the benefit of the business of the Company and each Subsidiary and in accordance with the provisions of the Business Plan to achieve financial objectives. (b) Shareholders are not obliged to provide any Ongoing Funding (by means of equity contributions, or loans provided by the Shareholder (each, a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident LetterShareholder Loan”), evaluating or security with respect to third parties’ financing) unless such Ongoing Funding is agreed by the feasibility Shareholders according to the relevant corporate governance rules or provided for in the Business Plan. (c) Ongoing Funding shall be met as follows: (i) first, from the Company and relevant Subsidiary’s available cash in the relevant calendar year; (ii) second, if funds obtained under clause (i) are insufficient to cover Ongoing Funding as provided in the Business Plan, then from unsecured third-party debt, provided that in the event any third-party unsecured debt is offered to the Company as contemplated in this Section 3.4(c)(ii), then upon receiving from a potential lender a termsheet or similar description of the terms of the proposed debt financing and prior to the Company entering into any binding agreement with respect to such debt, each Shareholder shall have the right (exercisable within five (5) Business Days after notice of the proposed unsecured borrowing by the Company is provided by the Company to each Shareholder) to extend all or a financing portion of up such debt to $375,000,000 the Company on substantially the same terms. In the event more than one Shareholder desires to extend such debt to the Company, such debt shall be allocated pro rata between the Shareholders based on their holdings in the Company; (iii) third, if funds obtained under clauses (i) and (ii) are insufficient to cover Ongoing Funding as provided in the Business Plan, then from Shareholder Loans, provided that (A) the Buyer and Inure shall have the option to participate pro rata (based on their holdings in the Company) in such Shareholder Loans to the extent necessary to meet the Ongoing Funding of the Company set out in the Business Plan, and any Shareholder Loans in excess of such amount shall be at the sole discretion of the relevant Shareholder; (B) the terms of the Shareholder Loans shall be substantially similar to the terms of the latest unsecured debt obtained by the Company from a third party on an arm’s length basis, and (C) the terms and conditions described therein (the “for each such Shareholder Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) entered into in connection with the transactions contemplated by this Agreement same Ongoing Funding shall be on the same commercial terms; and (iv) fourth, if necessary depending on funds obtained under clauses (i), (ii) and (iii) are insufficient to cover the amount of available cash Ongoing Funding (but only when Ongoing Funding exceeds the amount provided for in the Business Plan), then through equity contributions by the Shareholders pro rata to their shareholdings in the Company, provided, however, that both Buyer and funding Inure shall have extended Shareholder Loans under clause (iii) above. (d) If it is agreed by the Purchaser obtains in connection with Shareholders that Ongoing Funding is to be provided by equity contributions, and a Shareholder fails to subscribe or pay for the Loan Financing. Subject newly issued Shares prior to its terms and conditionsthe expiration of the relevant subscription period subject to applicable Russian company laws, such unsubscribed or unpaid for Shares (or any part thereof) may be acquired by the other Shareholder, failing which, the FinancingBoard, if and when fundedin accordance with its standard procedures, will provide may authorize the Purchaser sale of such Shares to a third Person, approved by a non-defaulting Shareholder. The defaulting Shareholder shall have no rights under Sections 5.1 or 6.1 in respect of the Shares it shall have failed to subscribe or pay for. (e) Other than in accordance with acquisition financing Section 5.3, no Shareholder shall be entitled to establish any Lien on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofsubscribed Shares.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter Parent shall use its reasonable best efforts to, and term sheet dated June 24shall use its reasonable best efforts to cause its Affiliates to, 2014 from its prospective financing arranger to consummate the Purchaser (the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Debt Financing on the terms and conditions outlined thereof (as the same may be amended or otherwise modified in accordance with the terms of this Section 5.04 and including any “market flex” provisions thereof) on or prior to the Closing Date, including (i) (1) maintaining in effect the Debt Letters and complying with all of their respective obligations thereunder to the extent required as a condition to the Debt Financing and (2) negotiating, entering into and delivering definitive agreements with respect to the Debt Financing reflecting the terms contained in the Highly Confident Letter Debt Letters (including any “market flex” provisions thereof) (or with other terms agreed by Parent and the Equity Debt Financing LetterSources, subject to the terms restrictions on amendments and other modifications of the Debt Letters set forth below), so that such agreements are in effect no later than the Closing, and (ii) satisfying on a timely basis all the conditions expressed therein to the Debt Financing and the definitive agreements related thereto that are applicable to Parent and its Affiliates that are within their control. (b) In the event that all conditions set forth in Sections 7.01 and 7.03 have been satisfied or waived or, upon funding shall be satisfied or waived, Parent and its Affiliates shall use their reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing in accordance with its terms on the Closing Date, to the extent the proceeds thereof are required to consummate the Merger and the other transactions contemplated hereby. Parent shall not, and shall use its reasonable best efforts to cause its Affiliates not to, take or refrain from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the conditions contained in the Debt Letters or in any definitive agreement related to the Debt Financing. Parent shall not, and shall use its reasonable best efforts to cause its Affiliates not to, object to the utilization of any “market flex” provisions by any Debt Financing Source. (c) Upon request by the Company from time to time, Parent shall keep the Company reasonably informed on a current and timely basis of the status of Parent’s efforts to obtain the Debt Financing and to satisfy the conditions thereof, including advising and updating the Company, in a reasonable level of detail, with respect to status, proposed closing date and material terms of the definitive documentation related to the Debt Financing, providing copies of substantially final drafts of the credit agreement and other primary definitive documents and giving the Company prompt notice if Parent receives written notice of any material breach or default (or alleged or purported material breach or default) by any party to the Debt Letters of which Parent has become aware or any termination or repudiation (or alleged or purported termination or repudiation) of the Debt Letters. (d) Parent may amend, modify, terminate, assign, replace or agree to any waiver under the Debt Letters (including to add lenders, arrangers, agents, bookrunners, managers and other financing sources) without the prior written approval of the Company; provided that Parent shall not, without Company’s prior written consent, permit any such amendment, modification, assignment, termination, replacement or waiver to be made to, or consent to any waiver of, any provision of or remedy under the Debt Letters which would (1) reduce the aggregate amount of the Debt Financing such that the aggregate funds that would be available to Parent on the Closing Date, together with the Contribution (as defined in the Equity Commitment Agreement) under the Equity Commitment Agreement by the Sponsor, would not be sufficient to pay the Merger Consideration or (2) impose new or additional conditions to the Debt Financing or otherwise expand, amend, modify or waive any provision of the Debt Letters in a manner that in any such case would reasonably be expected to (A) materially delay or make less likely the funding of the Debt Financing (or satisfaction of the conditions precedent to the Purchaser’s obligation Debt Financing) on the Closing Date, (B) adversely impact the ability of Parent to enforce its rights against the Debt Financing Sources or any other parties to the Debt Letters or the definitive agreements with respect thereto or (C) adversely affect in any material respect the ability of Parent to timely consummate the Merger and the other transactions contemplated hereby. For purposes hereof, (1) the term “Debt Financing” shall be deemed to include the financing contemplated by the Debt Letters, as amended, replaced, supplemented, modified or waived in accordance with this Section 5.04(d) or Section 5.04(e), and (2) the term “Debt Letters” shall be deemed to include the Debt Letters as may be amended, replaced, supplemented, modified or waived in accordance with this Section 5.04(d) or Section 5.04(e) and any commitment letters and/or fees letters related to any Substitute Financing. Parent shall promptly deliver to the Company copies of any termination, amendment, modification, waiver or replacement of the Debt Letters (provided that any fee letter may be redacted to remove only the fee amounts, pricing caps, the rates and amounts included in the “market flex” and other economic provisions (none of which could affect the conditionality, principal amount or availability of the Debt Financing)). (e) If funds in the amounts set forth in the Debt Letters, or any portion thereof, become unavailable except as a result of a reduction in commitments under the Debt Letters are permitted under Section 5.04(d), Parent shall, and shall cause its Affiliates, as promptly as practicable following the occurrence of such event to (i) notify the Company in writing thereof, (ii) use its reasonable best efforts to obtain substitute financing sufficient to enable Parent to consummate the Merger and the other transactions contemplated hereby in accordance with its terms and otherwise on conditions no less favorable in the aggregate to Parent than as specified set forth in Sections 7.1 the Debt Commitment Letter as of the date hereof (the “Substitute Financing”) and 7.2 hereof(iii) use its reasonable best efforts to obtain a new financing commitment letter that provides for such Substitute Financing and, promptly after execution thereof, deliver to the Company true, complete and correct copies of the new commitment letter and the related fee letters (in redacted form reasonably satisfactory to the Persons providing such Substitute Financing removing only the fee amounts, pricing caps, the rates and amounts included in the “market flex” and other economic provisions (none of which could affect the conditionality, principal amount or availability of the Debt Financing)) and related definitive financing documents with respect to such Substitute Financing; provided, however, that Parent shall not be required to obtain financing that includes terms and conditions materially less favorable (taking into account any “market flex” provision) to Parent (as determined in the reasonable judgment of Parent) relative to those in the Debt Financing being replaced. (f) Notwithstanding anything contained in this Agreement to the contrary, Parent and Merger Sub expressly acknowledge and agree that neither Parent’s nor Merger Sub’s obligations hereunder are conditioned in any manner upon Parent or Merger Sub obtaining the Debt Financing, any Substitute Financing or any other financing. (g) To the extent necessary for Parent to fulfill its obligations under this Agreement, Parent shall promptly take all actions to cause the funding of the Contribution (as defined in the Equity Commitment Agreement) under the Equity Commitment Agreement by the Sponsor, including the commencement of litigation against the Sponsor, solely to the extent the conditions to the funding of the Contribution by the Sponsor pursuant to the Equity Commitment Agreement have been satisfied in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, Parent shall not amend, modify or supplement any of the terms or conditions of (or otherwise waive any rights under) the Equity Commitment Agreement or otherwise terminate the same without the prior written consent of the Company.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24As of the date of this Agreement, 2014 from its prospective financing arranger Parent has delivered to the Purchaser Company true and complete copies of (i) an executed commitment letter, dated as of the date of this Agreement, between Parent and the Guarantor (the “Highly Confident "Equity Commitment Letter”), evaluating ") pursuant to which the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedGuarantor has committed, subject to the terms and conditions expressed thereinthereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein (the "Equity Financing"); and (b) a letter executed commitment letters, dated June 12as of the date of this Agreement, 2014 from a potential investor among Merger Sub and the lenders thereto (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and "Debt Commitment Letters" and, together with the Loan Equity Commitment Letter, the "Financing Letters") pursuant to which the lenders thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein (the "Debt Financing" and, together with the Equity Financing, the “"Financing”) "). Parent has also delivered to the Company a true and complete copy of any fee letter in connection with the transactions Debt Commitment Letters (any such letter, a "Fee Letter") (with only fee information and amounts and certain economic terms relating to market flex having been redacted). (b) As of the date of this Agreement, (i) the Financing Letters and the terms of the Financing have not been amended or modified prior to the date of this Agreement except as permitted by this Agreement; and (ii) the respective commitments contained therein have not been withdrawn, terminated or rescinded in any respect. As of the date of this Agreement, there are no other Contracts, agreements, side letters or arrangements to which Parent or Merger Sub is a party relating to the funding or investing, as applicable, of the full amount of the Financing, other than as expressly set forth in the Financing Letters and any Fee Letters. (c) Assuming the accuracy of the representations and warranties set forth in ARTICLE III such that the condition set forth in Section 7.1 is satisfied and compliance by the Company with its covenants and obligations under this Agreement such that the condition set forth in Section 7.2 is satisfied, the Financing, together with cash and cash equivalents of the Company and its Subsidiaries is sufficient to (i) make the payments for the aggregate Merger Consideration contemplated by this Agreement if necessary depending on Agreement; and (ii) pay all fees and expenses required to be paid at the amount of available cash and funding the Purchaser obtains Closing by Parent or Merger Sub in connection with the Loan Merger and the Financing. Subject to its terms and conditions. (d) As of the date of this Agreement, the FinancingFinancing Letters are in full force and effect and constitute the legal, if valid and when fundedbinding obligations of Merger Sub and, will provide to the Purchaser knowledge of Parent, each of the other parties thereto (including, with acquisition financing respect to the Equity Commitment Letter, the Guarantor), as applicable, enforceable against Merger Sub and, to the knowledge of Parent, the other parties thereto, as applicable, in accordance with their terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors' rights generally and by general principles of equity. Other than as expressly set forth in the Financing Letters and any Fee Letter, there are no conditions precedent or other contingencies related to the funding of the full proceeds of the Financing (including any flex provisions) pursuant to any agreement relating to the Financing to which the Guarantor, Parent, Merger Sub or any of their respective Affiliates is a party. As of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in ARTICLE III such that the condition set forth in Section 7.1 is satisfied and compliance by the Company with its covenants and obligations under this Agreement such that the condition set forth in Section 7.2 is satisfied, no event has occurred that, with notice or lapse of time or both, would, or would reasonably be expected to, constitute a default or breach on the Closing Date sufficient to pay part of Merger Sub or, to the Seller knowledge of Merger Sub, any of the Purchase Price other parties thereto pursuant to the Financing Letters. Assuming the accuracy of the representations and to pay all related fees warranties set forth in ARTICLE III such that the condition set forth in Section 7.1 is satisfied and expenses due upon compliance by the Closing on Company with its covenants and obligations under this Agreement such that the terms contemplated by condition set forth in Section 7.2 is satisfied, as of the date of this Agreement. The Purchaser , Merger Sub has no reason to believe that it will not be able unable to complete satisfy on a timely basis any term or condition of the Financing on the terms and conditions outlined to be satisfied by it contained in the Highly Confident Letter Financing Letters. As of the date of this Agreement, Parent and Merger Sub have fully paid, or caused to be fully paid, all commitment or other fees that are due and payable on or prior to the Equity Financing Letter, subject date of this Agreement pursuant to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofFinancing Letters.

Financing. The Purchaser (a) Parent has provided delivered to the Seller Company a true, complete and correct copy of (ai) a proposal letter and term sheet an executed commitment letter, dated June 24as of the date of this Agreement (as amended, 2014 modified, supplemented, replaced or extended from its prospective financing arranger time to time after the Purchaser (date of this Agreement in compliance with Section 6.9, the “Highly Confident Commitment Letter”), evaluating from the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein lenders (including any lenders who become party thereto by joinder) party thereto (collectively, the “Loan FinancingLenders”) ), pursuant to finance which the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedLenders have agreed, subject to the terms and conditions expressed therein; thereof, to provide the debt amounts set forth therein (the debt financing contemplated by the Commitment Letter (including any debt securities to be incurred in lieu of the bridge facilities, as contemplated by the Commitment Letter and the Fee Letter), together with any permitted Alternative Debt Financing, is collectively referred to in this Agreement as the “Debt Financing”) and (ii) the fee letter referred to in the Commitment Letter (with only fee amounts, pricing caps and other economic terms redacted (none of which would adversely affect the amount or availability of the Debt Financing)) (each as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.9, the “Fee Letter”) and (iii) a related redacted engagement letter. (b) a letter dated June 12Except as expressly set forth in the Commitment Letter (or in the unredacted portions of the Fee Letter) delivered to the Company, 2014 from a potential investor (as of the “Equity Financing Letter”) expressing an intent date of this Agreement, there are no conditions precedent to the obligations of the Lenders to provide equity financing (the “Equity Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing,” and together with . There are no other agreements, side letters or arrangements relating to the Loan Financing, Debt Financing to which Parent or any of its subsidiaries is a party as of the “Financing”) in connection with the transactions contemplated by date of this Agreement if necessary depending on which would impose conditions to the amount funding of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide other than those set forth in the Purchaser with acquisition financing on Commitment Letter (or in the Closing Date sufficient to pay to unredacted portions of the Seller Fee Letter). As of the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by date of this Agreement. The Purchaser has no , Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Commitment Letter or the Fee Letter at the time it is required to consummate the Closing hereunder, nor does Parent have knowledge, as of the date of this Agreement, that any of the Lenders will not perform their respective funding obligations under the Commitment Letter in accordance with its terms and conditions. (c) The Commitment Letter is a valid, binding obligation of Parent and Acquisition Sub and, to the knowledge of Parent, the other parties thereto, is in full force and effect and, assuming the satisfaction of the condition contained in Section (c)(ii) of Annex I, as of the date of this Agreement, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be able expected to complete constitute a default or breach or a failure to satisfy a condition precedent on the Financing on part of Parent or Acquisition Sub under the terms and conditions outlined in of the Highly Confident Commitment Letter and the Equity Financing Fee Letter, subject . Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letter and conditions expressed therein Fee Letter on or before the date of this Agreement, and will pay in full any such amounts due on or before the Closing Date. The Commitment Letter and Fee Letter have not been modified, altered or amended on or prior to the date of this Agreement. None of the commitments under the Commitment Letter have been withdrawn or rescinded prior to the date of this Agreement. (d) The proceeds of the Debt Financing, if funded, together with available cash of Parent and Acquisition Sub, shall constitute sufficient funds for the satisfaction of all of Parent’s and Acquisition Sub’s obligations under this Agreement on the conditions precedent Closing Date, including the payment of the Offer Price in respect of each share of Common Stock validly tendered and accepted in the Offer, the Total Common Merger Consideration and all other amounts to be paid pursuant to Section 3.2 and Section 3.3 and the Purchaserpayment of all associated costs and expenses of the Offer and the Merger (including any repayment or refinancing of indebtedness of Parent, the Acquisition Sub or the Company required in connection therewith). (e) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent or any Affiliate thereof be a condition to any of Parent’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofobligations hereunder.

Financing. As of the date hereof, ▇▇▇▇▇▇ 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 Purchaser has provided aggregate proceeds contemplated by the Financing pursuant to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24Debt Commitment Papers will be, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on if funded in accordance with the terms and conditions described therein 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 “Loan 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 finance 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 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 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 Financing that could adversely affect the availability of the Financing that have not been disclosed to the Company. Parent acknowledges and agrees that it is not a condition to the Closing or to any of its obligations under this Agreement that Parent obtains financing (including the Financing or any alternative financing) for, or related to, any of the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereof.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger Parent has delivered to the Purchaser Company (i) a correct and complete fully executed copy of the “Highly Confident Letter”)commitment letter, evaluating dated as of August 5, 2019, among Parent, Intermediate Holdco and Apollo Capital Management, L.P., including all exhibits, schedules and annexes to such letter in effect as of the feasibility date of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing (ii) a correct and complete fully executed copy of the view fee letter referenced therein (together, the “Commitment Letter”) (it being understood that such arranger is fee letter has been redacted to remove the fee amounts, the rates and amounts included in the “highly confidentmarket flex” and other economic terms that could not reasonably be expected to adversely affect the financing described therein can be accomplishedconditionality, enforceability, termination or aggregate principal amount of the Financing). Pursuant to, and subject to the terms and conditions expressed therein; and (b) a letter dated June 12of, 2014 from a potential investor the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financingprovision of such funds as set forth therein, the “Financing”) for the purposes set forth in connection 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. (b) 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 obligations of each of Parent and Intermediate Holdco, as applicable, and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with their terms against Parent and Intermediate Holdco, as applicable, and, to the transactions contemplated Knowledge of Parent, each of the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by this Agreement if necessary depending on general equity principles. (c) There are no conditions precedent related to the amount funding of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined other than as expressly set forth in the Highly Confident Letter and the Equity Financing Commitment Letter, subject . Subject to the terms and conditions expressed therein 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 Section 7.11(c), in each case, in all material respects, the net proceeds of the Financing, together with cash on hand of Parent, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article I, any Indebtedness of the Company (including the Company Credit Agreement) required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger and any premiums and fees incurred in connection therewith, and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Merger and the other transactions contemplated hereby. (d) As of the execution and delivery of this Agreement, (i) no event has occurred which would or would reasonably be expected to (A) constitute a breach or default (or an event which with notice or lapse of time or both would constitute a breach or default) on the part of Parent, Intermediate Holdco or, to the Knowledge of Parent, any other applicable party to the Commitment Letter or (B) result in a failure to satisfy any condition precedent under the Commitment Letter and (ii) Parent does not have any reason to believe that any of the conditions to the funding of the full amount of the Financing will not be satisfied at or prior to the Closing Date or that the Financing or any other funds necessary for the satisfaction of all of Parent’s and the conditions precedent Parent Subsidiaries’ obligations under this Agreement will not be available to Parent at or prior to the PurchaserClosing Date, in each of clauses (i) and (ii), assuming the accuracy of the Company’s obligation representations and warranties contained in Article III and compliance by the Company with its covenants contained in Article V and Section 7.11(c), in each case, in all material respects. Parent has fully paid or caused to consummate be fully paid all commitment fees or other fees to the transactions contemplated hereby as specified extent required to be paid on or prior to the date of this Agreement in Sections 7.1 and 7.2 connection with the Financing. As of the date of this Agreement, there are no side letters, arrangements or other Contracts (in each case, other than the Commitment Letter) related to the funding of the Financing (other than those that have been disclosed to the Company prior to the date hereof). (e) In no event shall the receipt or availability of any funds or financing (including, without limitation, the Financing) be a condition to any of Parent’s, Intermediate Holdco’s or Merger Sub’s obligations hereunder.

Financing. The Purchaser (i) Parent has provided delivered to the Seller Company a true, complete and correct copy of (aA) a proposal letter and term sheet an executed commitment letter, dated June 24as of the date of this Agreement (as amended, 2014 modified, supplemented, replaced or extended from its prospective financing arranger time to time after the Purchaser (date of this Agreement in compliance with Section 6.17, the “Highly Confident Debt Commitment Letter”), evaluating from the feasibility of a financing of up to $375,000,000 on lenders (including any lenders who become party thereto by joinder or otherwise) party thereto (collectively, the terms “Lenders”), together with their respective Affiliates, officers, directors, employees, agents, equityholders, advisors and conditions described therein representatives and their respective successors and assigns involved in the Debt Financing (the “Loan FinancingFinancing Sources”) ), pursuant to finance which the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedLenders or their respective Affiliates have agreed, subject to the terms and conditions expressed therein; thereof, to provide the debt amounts set forth therein (the debt financing contemplated by the Debt Commitment Letter (including any debt securities to be incurred in connection with the Bond Financing), together with any permitted Alternative Debt Financing (as defined below), is collectively referred to in this Agreement as, the “Debt Financing”), and (bB) the fee letter referred to in the Debt Commitment Letter (with solely the fee amounts, pricing caps and other economic “market flex” monetary terms redacted in a letter dated June 12customary manner (none of which would adversely affect or reduce the amount or availability of the Debt Financing (other than as may be permitted pursuant to, 2014 and in accordance with, Section 1.3 and as set forth on Section 1.1 of the Parent Disclosure Letter)) (as amended, modified, supplemented, replaced or extended from a potential investor (time to time after the date of this Agreement in compliance with Section 6.17, the “Equity Financing Fee Letter”). (ii) expressing an intent The Purchasers have delivered to the Company true, correct and complete copies of the executed Plan Support Agreement, the executed Backstop Agreement, the Guarantee and the executed Equity Commitment Letter, each dated on or about the date of this Agreement, executed by each of the Purchaser Transaction Parties that is party thereto. (iii) Except as expressly set forth in the Debt Commitment Letter, Equity Commitment Letter, the Backstop Agreement and the Guarantee (collectively, the “Commitment Documents”) (or in the unredacted portions of the Fee Letter) delivered to the Company, there are no conditions precedent to the obligations of the Lenders or their respective Affiliates or Equity Commitment Parties to provide equity financing the financings contemplated thereby (the “Equity Financing,” and together with the Loan Financingcollectively, the “Financing”) or any contingencies that would permit the Lenders or their respective Affiliates or Equity Commitment Parties to reduce the total amount of the Debt Financing or Equity Financing, as applicable. There are no other agreements, side letters or arrangements relating to the Financing to which either of the Purchasers is a party as of the date of this Agreement which could impose conditions to the funding of the Financing, other than those set forth in the Commitment Documents (or in the unredacted portions of the Fee Letter) and the payment of fees to applicable Lenders and Purchaser Transaction Parties or their respective Affiliates in connection with the transactions contemplated by Financing. As of the date of this Agreement, assuming the truth and accuracy of the representations and warranties of the Company and EFIH contained in this Agreement if necessary depending on and the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditionsBackstop Agreement, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The neither Purchaser has no any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Commitment Documents or the Fee Letter at the time it is required to consummate the First Closing hereunder, nor does either Purchaser have knowledge, as of the date of this Agreement, that any of the Lenders or their respective Affiliates or Equity Commitment Parties will not perform their respective funding obligations under the Commitment Documents in accordance with its terms and conditions. (iv) The Commitment Documents are a valid, binding obligation of each Purchaser and, to the knowledge of each Purchaser, the other parties thereto, are in full force and effect and, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be able expected to complete constitute a default or breach or a failure to satisfy a condition precedent on the Financing on part of either Purchaser, or to the knowledge of either Purchaser, any other party thereto under the terms and conditions outlined of the Commitment Documents and Fee Letter. The Purchasers have paid in full any and all commitment fees or other fees required to be paid on or before the Highly Confident date of this Agreement pursuant to the terms of the Commitment Documents and Fee Letter, and will pay in full any such amounts due on or before the First Closing Date pursuant to such terms and the terms of this Agreement. Neither the Commitment Documents nor the Fee Letter have been modified, altered or amended on or prior to the date of this Agreement. None of the commitments under the Commitment Documents have been withdrawn or rescinded prior to the date of this Agreement, nor, as of the date hereof, is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of current discussions. (v) After giving effect to the Equity Draw-Down, and assuming that the First Closing Date occurs on or about March 31, 2016, the Purchasers will hold cash contributed (A) by the Equity Commitment Parties pursuant to the Equity Draw-Down and (B) pursuant to the Rights Offering and Backstop Agreement, which amounts, together with the other funding sources referred to in Section 1.4 and cash to be provided by the OV2 Contribution, shall be sufficient to (x) repay 100% of the Interim Financing, (y) fund the Repayment Amount and (z) pay all other amounts payable at the Closings by any Purchaser or the Surviving Company pursuant to or in connection with any Signing Date Agreement, the Debt Financing, the Equity Financing Letter, subject to and/or the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofTransactions.

Financing. The Purchaser Parent has provided delivered to the Seller Company a true, complete and correct copy of two executed commitment letters, each dated as of November 21, 2011, among Parent and Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Barclays Bank PLC (a) together, the “Lead Commitment Parties” and, together with any person who executes a proposal letter joinder to such commitment letters or who otherwise commits to provide any portion of the Financing (as defined below), “Commitment Parties” and, together with their respective shareholders, partners, members, affiliates, directors, officers, employees and term sheet dated June 24agents, 2014 from its prospective financing arranger to the Purchaser “Financing Sources”), which are attached hereto as Annex D (the “Highly Confident LetterFinancing Commitments”), evaluating pursuant to which the feasibility of a financing of up to $375,000,000 lenders party thereto severally have committed, on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed set forth therein; and , to lend the amounts set forth therein for the purposes of financing the Transactions (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) ). The Financing Commitments have not been amended or modified prior to the date hereof, and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any 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 market flex redacted), as of the date hereof there are no side letters or other Contracts or arrangements altering the terms or conditions of the funding of the Financing other than as expressly set forth in the Financing Commitments 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 transactions contemplated by this Agreement if necessary depending Financing Commitments that are due and payable on or prior to the date hereof, and, as of the date hereof, the Financing Commitments are in full force and effect and are the legal, valid, binding and enforceable obligations of Parent and Merger Sub, as the case may be, in each case subject to the Bankruptcy and Equity Exception and any legal limitations on the enforceability of provisions requiring indemnification against liabilities under securities laws in connection with any offering, sale or 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 of the 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 Company with its obligations herein in all material respects, Parent and Merger Sub will have available to them at and immediately prior to the Acceptance Time cash in an aggregate amount sufficient to pay the aggregate Offer Price, assuming all issued and funding outstanding Shares are tendered in the Purchaser obtains Offer and not withdrawn. Parent and Merger Sub will have available at and immediately prior to the Effective Time cash in an aggregate amount sufficient to pay the Per Share Merger Consideration. Parent and Merger Sub will have at and after the 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 the Loan Financing. Subject to its terms Transactions and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereof.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger Parent has delivered to the Purchaser Company true, correct and complete copies, as of the date of this Agreement, of (i) executed commitment letters (the “Highly Confident LetterEquity Funding Letters”)) from Silver Lake Partners III, evaluating the feasibility of a financing of up to $375,000,000 on the terms L.P. and conditions described therein TPG Partners V, L.P. (each, an “Equity Provider”, and collectively the “Loan FinancingEquity Provider Group”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedprovide, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing,”), and (ii) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Citigroup Global Markets Inc., JPMorgan Securities Inc. and JPMorgan Chase Bank, N.A. (the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”) 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 Loan Financing, Equity Financing collectively referred to as the “Financing”) ). As of the date hereof, none of the Equity Funding Letters or Debt Commitment Letters has been amended or modified, no such amendment or modification is contemplated, and the respective commitments contained in such letters have not been withdrawn or rescinded in any respect. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the transactions Equity Funding Letters and the Debt Commitment Letters that are payable on or prior to the date hereof and, as of the date hereof, the Equity Funding Letters and the Debt Commitment Letters (or, if applicable, any alternative debt commitment letters entered into pursuant to Section 5.5(a)) are the valid, binding and enforceable obligations of Parent and Merger Sub, and to the Knowledge of Parent, the other parties thereto. Assuming the Financing is funded and assuming the accuracy of the representations and warranties set forth in Article 3 and performance by the Company of its obligations under Section 5.2, the net proceeds contemplated by the Equity Funding Letters and Debt Commitment Letters will, together with Company cash, in the aggregate be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration, Option Consideration and RSU Consideration (and any other repayment or refinancing of debt contemplated by this Agreement if necessary depending on or the amount of available cash Equity Funding Letters or the Debt Commitment Letters) and funding the Purchaser obtains any other amounts required to be paid in connection with the Loan Financing. Subject to its terms and conditions, consummation of the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price Transactions and to pay all related fees and expenses due upon expenses. As of the Closing 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 terms contemplated by part of Parent or Merger Sub under the Equity Funding Letters or the Debt Commitment Letters; provided that Parent is not making any representation regarding the effect of the inaccuracy of the representations and warranties in Article 3. As of the date of this Agreement. The Purchaser has no , Parent does not have any reason to believe that it any of the conditions to the Financing will not be able to complete satisfied or that the Financing will not be available to Parent or Merger Sub on the terms date of the Closing; provided that Parent is not making any representation regarding the inaccuracy of the representations and conditions outlined warranties set forth in Article 3, or the Highly Confident Letter and failure of the Equity Company to perform its obligations hereunder. The Financing Letter, subject to the terms and conditions expressed therein and the satisfaction Letters contain all of the conditions precedent to the Purchaser’s obligation obligations of the parties thereunder to consummate make Financing available to Parent on the transactions contemplated hereby as specified terms therein. (b) Neither Parent, Merger Sub nor any member of the Equity Provider Group has (i) retained any financial advisor on an exclusive basis other than Affiliates of any member of the Equity Provider Group or (ii) entered into an agreement, arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing on an exclusive basis (or otherwise on terms that could reasonably be expected to prevent (or otherwise hinder) such provider from providing or seeking to provide such financing to any third party in Sections 7.1 connection with a transaction relating to the Company or its Subsidiaries (including in connection with the making of any Takeover Proposal)), in the case of clauses (i) and 7.2 hereof(ii), in connection with the Merger or the other Transactions, except, in the case of clause (ii), for such actions taken after the No-Shop Period Start Date to the extent permitted pursuant to the second sentence of Section 5.5(c). Neither Parent, Merger Sub nor any member of the Equity Provider Group has caused or induced any Person to take any action that, if taken by Parent, Merger Sub or any member of the Equity Provider Group, would be a breach of, or would cause to be untrue, any of the representations in this Section 4.5(b).

Financing. The Purchaser Parent has provided delivered to the Seller a Company true, correct and complete and correct fully-executed copy of (a) a proposal letter the commitment letter, dated as of September 15, 2010 among Parent and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser Banc of America Securities LLC and Banc of America Bridge LLC (the “Highly Confident Financing Sources”), including all exhibits, schedules, annexes and amendments to such commitment letter in effect as of the date of this Agreement (other than fee letters and engagement letters, provided, that Parent has delivered excerpts of those portions of such fee letters and engagement letters that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) regarding the terms and conditions of the financing to be provided thereby) (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, the “Commitment Letter”), evaluating the feasibility of a financing of up pursuant to $375,000,000 on which and subject to the terms and conditions described thereof the Financing Sources have agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Loan 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 finance the transactions contemplated by date of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. 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 and, to the knowledge of Parent, the Financing Sources, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing (including pursuant to any “flex” provisions in connection therewith), other than as expressly set forth in the Commitment Letter, and as of the date of this Agreement there are no side letters or other contracts or arrangements related to the Financing other than the Commitment Letter. Assuming the accuracy of the representations and expressing warranties set forth in Section 3.2 and Section 3.6(b) and the view that such arranger is “highly confident” that the financing described therein can be accomplishedCompany’s compliance with its obligations under Section 5.1(b) and Section 5.1(i), subject to the terms and conditions expressed therein; of the Commitment Letter, the net proceeds contemplated from the Financing, together with other financial resources of Parent and Merger Sub, including cash on hand and marketable securities of Parent and Merger Sub at the Effective Time, will, in the aggregate, be sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including (a) the payment of the Merger Consideration and any other amounts required to be paid pursuant to Article II, and (b) a letter dated June 12the payment of all fees and expenses and other payment obligations required to be paid or satisfied by Parent, 2014 from a potential investor (Merger Sub and the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) Surviving Corporation in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash Merger and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if including any repayment or refinancing of Indebtedness as a result of the consummation of the Merger. Assuming the accuracy of the representations and when fundedwarranties set forth in Article III, will provide as of the Purchaser date of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with acquisition financing notice or lapse of time or both would constitute a default), in each case, on the Closing Date sufficient to pay part of Parent or Merger Sub under the Commitment Letter or, to the Seller the Purchase Price knowledge of Parent and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete Merger Sub, any of the Financing on the terms Sources, and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, (ii) subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent contained in Section 7.1 and Section 7.2 hereof, Parent does not have any reason to believe that any of the conditions to the PurchaserFinancing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Parent’s obligation and Merger Sub’s obligations under this Agreement will not be available to consummate Parent at the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofEffective Time. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Commitment Letter.

Financing. The Companies understand that the Purchaser has provided intends to finance the Seller Purchase Price in part through a complete public offering or private placement in Canada and correct copy elsewhere (the "Financing") by the Purchaser or one or more affiliates of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser (together, the “Highly Confident Letter”"Issuers"). The Companies will cooperate with and provide all reasonable assistance to, evaluating and will cause their respective affiliates and auditors to cooperate with and provide all reasonable assistance to, the feasibility Issuers and their auditors and other professional advisors in order to enable the Issuers to satisfy the requirements of a financing applicable securities laws in connection with any Financing, including participating in due diligence sessions. The Purchaser shall bear (i) all reasonable fees of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that Companies' auditors for such arranger is “highly confident” that the financing described therein can be accomplished, subject assistance to the terms and conditions expressed therein; and (b) a letter dated June 12extent such assistance involves work not otherwise required of or requested by the Companies under applicable SEC rules, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) including in connection with the issuance of the Proxy Statement or the other transactions contemplated by this Agreement if necessary depending on hereby, and (ii) any reasonable out-of-pocket expenses of the amount of available cash Companies or their affiliates in connection therewith. The Companies acknowledge and funding agree that such cooperation will require the Purchaser obtains Companies, among other things, to prepare and provide to the Issuers for inclusion in any prospectus or other disclosure document prepared in connection with the Loan Financing. Subject to its terms Financing (i) audited financial statements (consolidated or combined where appropriate and conditionsprepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP")) of the Subsidiaries and the Business for the year ended December 31, 2000 and any quarterly interim statements for periods ending after December 31, 2000, including separate notes reconciling the Financing, if differences between U.S. GAAP and when funded, will provide the Purchaser with acquisition financing on principles stated in the Closing Date sufficient to pay to Handbook of the Seller Canadian Institute of Chartered Accountants and (ii) other information concerning the Purchase Price Subsidiaries and to pay all related fees and expenses due upon the Closing on the terms contemplated by this AgreementBusiness. The Purchaser has no reason to believe understands and acknowledges that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letterits obligations under this Agreement, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s including, without limitation, its obligation to consummate the transactions contemplated hereby as specified Sale, are not conditioned on the financing referred to in Sections 7.1 and 7.2 hereofthis Section 5.16 or any other financing.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions and term sheet dated June 24do, 2014 from its prospective financing arranger or cause to be done, all things necessary or advisable to arrange the Purchaser (Debt Financing as promptly as practicable following the “Highly Confident Letter”), evaluating date hereof and to consummate the feasibility of a financing of up to $375,000,000 Debt Financing on the terms 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 conditions described therein deliver definitive agreements and other documentation (the “Loan FinancingDebt Financing Documents”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to reflect the terms and conditions expressed thereincontained in the Debt Commitment Letters; and (biv) a letter dated June 12in the event that the conditions set forth in Section 6.1 and the Financing Conditions have been satisfied or, 2014 from a potential investor (upon funding would be satisfied, cause the “Equity financing providers to fund the Debt Financing Letter”) expressing in an intent to provide equity financing (the “Equity Financing,” and amount sufficient, together with the Loan Financingavailable cash, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby 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 specified 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 financing conditions substantially comparable to the Financing Conditions, that provides for such alternative financing. Neither Buyer nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace a Debt Commitment Letter or any Debt Financing Document except for (a) substitutions and replacements pursuant to the immediately preceding sentence or (b) if such amendment, modification, supplement, restatement, assignment, substitution or replacement is not reasonably likely to (x) impair or materially delay the funding of the Debt Financing or (y) impair or materially delay the Closing. Upon any such amendment, supplement, modification or replacement of a Debt Commitment Letter or Debt Financing Document in Sections 7.1 and 7.2 hereofaccordance with this Section 4.8(a), the term “Debt Commitment Letter” shall include such “Debt Commitment Letter” as so amended, supplemented, modified or replaced. Notwithstanding anything herein to the contrary, in no event shall “commercially reasonable efforts” of Buyer under this Section 4.8 be deemed or construed to require Buyer to instigate or pursue litigation against any of the Debt Financing Sources. For purposes of this Agreement, a “Financing Failure Event” shall mean any of the following: (A) the commitments with respect to all or any portion of the Debt Financing necessary to consummate the Transactions expiring or being terminated, (B) for any reason, all or any portion of the Debt Financing necessary to consummate the Transactions becoming unavailable, or (C) a material breach or repudiation, by any party to a Debt Commitment Letter (in each case, other than as a result of a breach by the Seller of this Agreement which prevents or renders impracticable the consummation of the Debt Financing).

Financing. The Purchaser Parent has provided delivered to the Seller a Company true, correct and complete and correct copy copies of (ai) a proposal letter and term sheet dated June 24executed commitment letters (as the same may be amended pursuant to Section 6.09(b), 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident LetterDebt Financing Commitments”), evaluating as set forth in Section 4.06 of the feasibility of a financing of up Parent Disclosure Letter, pursuant to $375,000,000 on which the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedlender parties thereto have agreed, subject to the terms and conditions expressed therein; thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”), and (bii) a an executed equity commitment letter dated June 12, 2014 from a potential investor (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”) expressing an intent , pursuant to provide equity financing 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 Loan 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 set forth in the Financing Commitments, there are no other written or oral agreements, understandings or Contracts between Parent, Sub or any of their Affiliates and the other parties to the Financing Commitments and their Affiliates that (A) adversely amend or expand upon the conditions precedent to the Financing as set forth in such Financing Commitment, (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 Financing Commitments and, to the knowledge of Parent, the other parties thereto and (ii) neither Parent nor Sub is in breach of any of the terms or conditions set forth therein and, to the knowledge of Parent, no fact, occurrence, condition or event exists or has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach or 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 and all commitment and other fees that have been incurred and are due and payable on or prior to the date hereof in connection with the transactions 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), as of the date hereof, the aggregate proceeds contemplated by the Financing Commitments, together with the available cash of the Company on the Closing Date, will be sufficient for Parent and Sub to pay the Merger Consideration, Restricted Share Consideration, and the Option Consideration upon the terms contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditionsAgreement, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon associated with the Closing on the terms contemplated by Transactions (including any and all change in control payments), including payment of all amounts under Article II of this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereof.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter Parent will have available to it upon the consummation of the Offer and term sheet dated June 24the Effective Time sufficient funds to make the payments required pursuant to this Agreement with respect to, 2014 from its prospective financing arranger the Offer and the Merger, respectively. (b) Parent has delivered to the Purchaser Company true and complete copies of the fully executed debt commitment letters from the Financing Sources identified therein, dated as of the date hereof (including all exhibits, schedules, annexes and amendments thereto (and together with any fee letter (each, a “Fee Letter”) associated therewith which Fee Letter has been redacted in a customary manner solely with respect to terms that are confidential and do not adversely affect the enforceability, availability or conditionality of or the aggregate amount of net proceeds available under the Financing) as of the date of this Agreement, collectively, the “Highly Confident LetterDebt Commitment Letters”), evaluating the feasibility of a financing of up pursuant to $375,000,000 on which, and subject to the terms and conditions described thereof, such Financing Sources have committed to lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated by this Agreement (the “Loan Financing”). All of the Debt Commitment Letters are in full force and effect and are legal, valid and binding obligations of Parent and, to the knowledge of Parent, the other parties thereto, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization and similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). As of the date of this Agreement, (i) no Debt Commitment Letter has been withdrawn, terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and (ii) to finance the knowledge of Parent, no such withdrawal, termination, repudiation, rescission, amendment, supplement or modification is contemplated (other than any such amendment, modification or supplement to add Financing Sources, lead arrangers, bookrunners, syndication agents or similar entities who have not executed the Debt Commitment Letters as of the date hereof). As of the date of this Agreement, no event has occurred or circumstance exists that, with or without notice, lapse of time or both, would constitute or result in a breach or default on the part of Parent or, to the knowledge of Parent, any other Person under any of the Debt Commitment Letters. As of the date of this Agreement, Parent has no reason to believe (both before and after giving effect to any “flex” provisions contained in the Fee Letters) that it will be unable to satisfy, on a timely basis, any term or condition to be satisfied by it contained in the Debt Commitment Letters or that the full amounts committed pursuant to the Debt Commitment Letters will not be available as of the Closing if the terms or conditions to be satisfied by it contained in the Debt Commitment Letters are satisfied (taking into account the expected timing of the Marketing Period). As of the date hereof, there are no side letters or other agreements, contracts, arrangements or understandings to which Parent is a party related to the funding of the Financing other than as expressly set forth in the Debt Commitment Letter. The Financing is subject to no conditions to the obligations of the parties under the Debt Commitment Letters to make the full amount of the Financing available to Parent or Merger Sub at the Closing other than those set forth in the Debt Commitment Letter. As of the date of this Agreement, Parent has fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letters to be paid on or before the date of this Agreement. The aggregate proceeds from the Financing constitute all of the financing required for the consummation of the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent are sufficient in amount to provide equity financing (the “Equity Financing,” and together Parent with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if funds necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that for it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofto satisfy its obligations under this Agreement, including for Parent to pay 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.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal Parent has delivered to the Company true, correct and complete copies, as of the date of this Agreement, of an executed debt financing commitment letter and term sheet dated June 24the related fee letter (provided, 2014 that provisions in the fee letter related to fees, pricing, economic “flex” terms, “securities demand”, thresholds, caps and other items not affecting conditionality have been redacted) from its prospective financing arranger to the Purchaser financial institutions identified therein (as the same may be amended, supplemented or otherwise modified or replaced as contemplated herein, the “Highly Confident Debt Commitment Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedprovide, subject to the terms and conditions expressed therein; and , debt financing in the amounts set forth therein (the “Debt Financing”). (b) a letter dated June 12The Debt Commitment Letter has not been amended or modified prior to the date hereof (other than amendments or modifications that are expressly permitted by Section 6.14(c)), 2014 from a potential investor (and, as of the “Equity date hereof, the respective commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded. Assuming the Debt Financing is funded in accordance with the Debt Commitment Letter”) expressing an intent to provide equity financing (, the “Equity Financing,” and aggregate proceeds contemplated by the Debt Commitment Letter will, together with Parent’s immediately available and unrestricted cash, be sufficient when funded for Parent and the Loan Financing, Surviving Corporation to consummate the “Financing”) in connection with Merger and the other transactions contemplated by this Agreement if necessary depending on Agreement, including without limitation, to pay the amount aggregate Merger Consideration to be paid to the holders of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditionsshares of Common Stock, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient aggregate Preferred Share Merger Consideration to pay be paid to the Seller holders of shares of Series A Convertible Preferred Stock, and the Purchase Price aggregate consideration to be paid to holders of Options and to pay Restricted Shares as a result of the Merger, and all related fees and expenses due upon related to the Closing on Merger and the terms other transactions contemplated by this Agreement. The Purchaser has no reason to believe that it will Debt Commitment Letter is not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and any conditions expressed precedent or other contingencies other than as set forth therein and the satisfaction and, as of the conditions precedent date hereof, is the legal, valid, binding and enforceable obligations of Parent and Sub and, insofar as is known to Parent, each of the other parties thereto. All commitments and other fees required to be paid under the Debt Commitment Letter prior to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified date hereof have been paid in Sections 7.1 and 7.2 hereoffull.

Financing. The Purchaser Buyer has provided to the Seller a complete available, and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date shall have available, sufficient funds, available lines of credit or other sources of immediately available funds to enable the Buyer to pay to the Seller the Purchase Price and all Transaction Expenses payable by the Buyer pursuant hereto. (a) Schedule 4.06 of the Buyer Disclosure Schedules sets forth true, accurate and complete copies of an executed debt commitment letter, dated as of July 12, 2010 (as the same may be amended or replaced in accordance with Section 5.06, the “Debt Provider Letter”) from JPMorgan Chase Bank, N.A. (the “Buyer Debt Provider”) regarding debt funding available to pay the Buyer in the amount noted therein for the purpose of funding the Purchase Price and all related fees Transaction Expenses payable by the Buyer pursuant hereto and expenses due upon the Closing Ancillary Documents (the “Debt Funding”). (b) The statements made in the Debt Provider Letter are true, correct, accurate and complete as of July 12, 2010, and have not been amended, modified or terminated in any respect. As of the date hereof, the amount of unused availability under the Buyer Debt Provider facility continues to be the amount of unused availability set forth in the Debt Provider Letter in all material respects. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the terms contemplated by this Agreementpart of the Buyer or the Buyer Debt Provider under any term or condition of the Debt Provider Letter. The Purchaser Buyer has no reason to believe that it will not be able unable to complete satisfy on a timely basis any term or condition of the Financing on Closing to be satisfied by the terms and conditions outlined Buyer contained in the Highly Confident Letter Debt Provider Letter. The Debt Funding, plus other cash immediately available to the Buyer for purposes of the Transactions, is sufficient to pay the Purchase Price and all Transaction Expenses payable by the Equity Financing LetterBuyer pursuant hereto, and to allow the Buyer to perform all of its other obligations under this Agreement and to consummate the Transactions, subject to the terms hereof. (c) Other than as set forth in the Debt Provider Letter, there are no contractual contingencies, side letters or similar arrangements under any agreement relating to the Transactions to which the Buyer or any of its Affiliates is a party that would permit the Buyer Debt Provider to reduce the total amount of the Debt Funding, or to impose any additional condition precedent to availability of the Debt Funding. The board of directors of the Buyer has authorized the Buyer to draw on the funds available to the Buyer under the Debt Provider Letter as necessary to enable the Buyer to pay the Purchase Price and conditions expressed therein any and all Transaction Expenses payable by the Buyer pursuant to this Agreement and the satisfaction Ancillary Documents. The Buyer has received commitments from the Buyer Debt Provider that the Buyer is entitled to call in accordance with the Debt Provider Letter, in an amount sufficient to enable the Buyer to pay the Purchase Price and all Transaction Expenses payable by the Buyer pursuant to this Agreement and the Ancillary Documents. The Buyer has provided all applicable notices under the Debt Provider Letter and taken all other actions required to be taken by it thereunder to draw on the requisite amount of the conditions precedent commitment to the Purchaser’s obligation Buyer of the Buyer Debt Provider, sufficient (when taken together with other sources of funds immediately available to consummate the transactions contemplated hereby as specified in Sections 7.1 Buyer) to enable the Buyer to pay the Purchase Price and 7.2 hereofany and all Transaction Expenses payable by the Buyer pursuant to this Agreement and the Ancillary Documents.

Financing. The Purchaser Parent has provided delivered to the Seller Company a correct and complete and correct fully executed copy of the commitment letter, dated as of July 2, 2015, between Parent, ▇▇▇▇▇ Fargo Bank, National Association (a“WF Bank”), WF Investment Holdings, LLC (“WFIH”) a proposal and ▇▇▇▇▇ Fargo Securities, LLC (“WF Securities”, together with WF Bank and WFIH, “▇▇▇▇▇ Fargo”), including all exhibits, schedules, annexes and amendments to such letter and term sheet dated June 24, 2014 from its prospective financing arranger to in effect as of the Purchaser date of this Agreement (the “Highly Confident Commitment Letter”), evaluating the feasibility of a financing of up pursuant to $375,000,000 on the terms which and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor thereof the lender thereunder has committed to lend the amounts set forth therein (the “Equity Financing Letter”) expressing an intent provision of such funds as set forth therein, but subject to provide equity financing (the “Equity Financing,” and together with the Loan Financingprovisions of Section 5.10, the “Financing”) for the purposes set forth in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financingsuch Commitment Letter. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay Parent has also delivered to the Seller Company a correct and complete fully executed copy of (i) the Purchase Price Initial Lenders Fee Letter and the Structuring and Administrative Fee Letter, each dated as of July 2, 2015, between Parent and ▇▇▇▇▇ Fargo and (ii) the Engagement Letter, dated as of July 2, 2015, between Parent and WF Securities; provided that the fee amounts, pricing caps and other economic terms, and the rates and amounts included in the “market flex” provisions (but not covenants) have been redacted. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to pay all related fees the execution and expenses due upon delivery of this Agreement, and the Closing on respective commitments contained in the terms contemplated by Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. The Purchaser As of the date of this Agreement, there are no other Contracts, side letters or other arrangements to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound relating to the availability, amount or conditionality of the Financing. 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, 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. Parent has fully paid (or caused to be fully paid) any and all commitment fees or other fees required by the Commitment Letters to be paid on or before the date of this Agreement. There are no reason conditions precedent (including pursuant to believe that it will not be able any “flex” provisions) related to complete the funding of the full amount of the Financing on pursuant to the terms and conditions outlined Commitment Letter, other than as expressly set forth in the Highly Confident Letter and the Equity Financing Commitment Letter, subject . Subject to the terms and conditions expressed therein of the Commitment Letter, assuming the accuracy of the Company’s representations and warranties contained in Article III and assuming no breach or default by the Company of its covenants contained in Section 5.1, the net proceeds contemplated from the Financing, together with cash on hand and marketable securities of Parent and of the Company and its Subsidiaries on the Closing Date, will, in the aggregate, be 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 in connection with the Merger and the satisfaction payment of all fees and expenses reasonably expected to be incurred by Parent, the Merger Subs and the Surviving Corporation in connection with the Merger and the Financing (collectively, such amount, the “Required Funding Amount”). As of the date of this Agreement, no event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent or either of the Merger Subs under the Commitment Letter, and Parent does not have any reason to believe that any of the conditions precedent to the Purchaser’s obligation Financing will not be satisfied or that Financing will not be available to consummate Parent on the transactions contemplated hereby as specified Closing Date. Parent has fully paid all commitment fees or other fees required to be paid on or prior to the date of this Agreement in Sections 7.1 and 7.2 hereofconnection with the Financing.

Financing. The Purchaser (a) Parent has provided delivered to the Seller a Company true, complete and correct copy copies of (ai) a proposal letter and term sheet an executed equity commitment letter, dated June 24, 2014 from its prospective financing arranger to as of the Purchaser date hereof (the “Highly Confident Equity Commitment Letter”), evaluating from the feasibility of a financing of up Guarantors, pursuant to $375,000,000 on which the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedGuarantors have agreed, subject to the terms and conditions expressed therein; and (b) a letter dated June 12thereof, 2014 from a potential investor (to invest in Parent the “Equity Financing Letter”) expressing an intent to provide equity financing amounts set forth therein (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with and (ii) an executed commitment letter, dated as of the transactions contemplated by this Agreement if necessary depending on date hereof, from the amount of available cash and funding Debt Financing Sources party thereto pursuant to which the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Debt Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing LetterSources have committed, subject to the terms and conditions expressed thereof, to provide the financing in the amounts set forth therein to the Buyer Parties at or prior to the Closing (the “Debt Financing”) for the purpose of funding the Merger and the related fees and expenses thereto (including all exhibits, schedules, and annexes thereto, and any Fee Letters (as defined below), collectively, the “Debt Commitment Letters” and, together with the Equity Commitment Letter, the “Commitment Letters”) together with any fee letter (which may be redacted with respect to fee amounts, pricing terms, pricing caps, “market flex” provisions, “securities demand” provisions and other economic terms that are customarily redacted in connection with transactions of this type none of which redactions cover terms that would adversely affect the conditionality, enforceability, availability or termination, or reduce the aggregate amount of, the Debt Financing) delivered in connection with the Debt Commitment Letter (the “Fee Letter”). The Debt Financing pursuant to the Debt Commitment Letters and the Equity Financing pursuant to the Equity Commitment Letter are collectively referred to in this Agreement as the “Financing.” (b) Except as expressly set forth in the Commitment Letters, there are no conditions precedent or other contingencies to the obligations of the Debt Financing Sources to fund the Debt Financing in accordance with the terms of the Debt Commitment Letter or to the obligations of the Guarantors to fund the full amount of the Equity Financing in accordance with the terms of the Equity Commitment Letter. Assuming satisfaction of the conditions set forth in Article VII, as of the date hereof the Buyer Parties do 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 the Buyer Parties at the Closing. (c) Assuming the satisfaction (or waiver) of the conditions set forth in Article VII and assuming the representations and warranties set forth in Section 3.7(a), the first and second sentences of Section 3.7(b) and the first sentence of Section 3.7(c) are true and correct, the Financing, when funded in accordance with the Commitment Letters, shall together with Cash on Hand provide Parent with cash proceeds at or prior to the Closing (after netting out applicable fees, expenses, original issue discount and similar premiums and charges under the Commitment Letters and any fee letters related thereto) sufficient for Parent or the Surviving Corporation and its Subsidiaries, as applicable, to pay all amounts owed by Parent at the Closing pursuant to Section 2.7, Section 2.8 and Section 6.19, any fees and expenses of or payable by the Buyer Parties in connection with the transactions contemplated hereby, in each case, payable on the Closing Date, and all amounts owed by the Surviving Corporation and its Subsidiaries pursuant to Section 2.9, which amounts, for the avoidance of doubt, shall not include any cash consideration in respect of any shares of Company Common Stock held by, or underlying the Company Warrant held by, the Buyer Parties, Holdings, any Holdings Subsidiary or TCP-ASC ACHI Series LLLP as of the Effective Time (all such amounts owed by Parent and the Surviving Corporation and its Subsidiaries, less Cash on Hand, collectively, the “Required Amount”). (d) The Commitment Letters are (i) legal, valid and binding obligations of the Buyer Parties and, to the knowledge of Parent, of each of the other parties thereto (subject, in the case of the Debt Commitment Letters, to the effect of any Laws relating to the Enforceability Limitations), and (ii) as of the date hereof, in full force and effect. As of the date hereof, the Buyer Parties are not in default or breach under the terms and conditions of the Commitment Letters and, assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2 of this Agreement and the completion of the Marketing Period, no event has occurred that, with or without notice, lapse of time, or both, would or, would reasonably be expected to, (w) constitute a default or breach or a failure to satisfy a condition precedent on the part of the Buyer Parties under the terms and conditions of the Commitment Letters or, to the PurchaserKnowledge of the Buyer Parties, any other party to the Financing under any term or condition of the Commitment Letters, (x) make any of the representations of the Buyer Parties or, to the Knowledge of the Buyer Parties, any other party thereto set forth in the Commitment Letters inaccurate in any material respect, (y) result in any of the conditions precedent in the Commitment Letters not being satisfied on a timely basis or (z) result in any portion of the Financing being unavailable at or prior to the Closing or on the Closing Date. The Buyer Parties have paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters on or before the date of this Agreement. As of the date hereof, none of the Commitment Letters have been modified, amended or altered, and none of the commitments under any of the Commitment Letters have been withdrawn, terminated, amended, modified or rescinded in any respect. There are no other fee letters, engagement letters, side letters or other written agreements, written Contracts or written arrangements to which any Buyer Party or any of their respective Affiliates is a party that would impose additional conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing or Equity Financing or reduce the amount of the Financing taken together with Cash on Hand to be less than the Required Amount. (e) The Buyer Parties acknowledge and agree that, in no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by the Buyer Parties or any other financing or other transaction or other transactions be a condition to any Buyer Party’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofobligations hereunder.

Financing. The Purchaser Parent has provided delivered to the Seller Company a true, correct and complete copy, as of the date of this Agreement, of an executed commitment letter (including all exhibits, schedules and correct copy amendments thereto in effect as of (a) a proposal letter and term sheet the date of this Agreement), dated June 24as of December 17, 2014 from its prospective financing arranger to the Purchaser 2012 (the “Highly Confident Commitment Letter”) from JPMorgan Chase Bank, N.A. and ▇.▇. ▇▇▇▇▇▇ Securities LLC (the “Financing Sources”), evaluating the feasibility of a financing of up pursuant to $375,000,000 on the terms which, and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; thereof, the Financing Sources party thereto have agreed and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent committed to provide equity the debt financing set forth therein (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with ). The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the transactions contemplated by date of this Agreement if necessary depending on and the commitments contained in the Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the date of this Agreement, the Commitment Letter is in full force and effect and is the valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, the other parties thereto (except for the Bankruptcy and Equity Exception). There are no conditions precedent to the funding of the full amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms other than as expressly set forth in or contemplated by this Agreementthe Commitment Letter. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject Subject to the terms and conditions expressed therein of the Commitment Letter, the net proceeds contemplated from the Financing, together with other financial resources of Parent, including cash on hand of Parent and the Company on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of Parent’s obligations under this Agreement, including the payment of any amounts required to be paid by Parent or Merger Sub pursuant to Article I and Article II and of all fees and expenses required to be paid by Parent or Merger Sub and reasonably expected to be incurred in connection herewith. Parent has fully paid all fees required to be paid prior to the date of this Agreement pursuant to the Commitment Letter. 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 parties thereto, under the Commitment Letter. As of the date of this Agreement, Parent is not aware of any fact, occurrence or condition that makes any of the assumptions or statements set forth in the Commitment Letter inaccurate in any material respect, nor does it have any reason to believe that any of the conditions precedent to the Purchaser’s obligation Financing will not be satisfied or that the Financing will not be available to consummate Parent or Merger Sub on the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofdate of the Closing.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger Parent has delivered to the Purchaser Company a true and complete copy (including all exhibits, schedules, annexes and amendments thereto and the related fee letters (redacted for provisions related to fees, pricing, “flex” terms (other than any “flex” term expressly permitted thereby to be disclosed to the Company), any other economic terms and other confidential terms but not, for the avoidance of doubt, as to any matters related to conditionality) of the executed debt commitment letters, dated as of the date of this Agreement, by and among certain of the Financing Sources and Parent providing for debt financing as described by such commitment letters (such commitment letters, including all such exhibits, schedules, annexes and amendments thereto and each related fee letter (redacted for provisions related to fees, pricing, “flex” terms (other than any “flex” term expressly permitted thereby to be disclosed to the Company), any other economic term and other confidential items but not, for the avoidance of doubt, as to any matters related to conditionality), collectively, the “Highly Confident LetterCommitment Letters”), evaluating the feasibility of a financing of up pursuant to $375,000,000 on which, upon the terms and subject to the conditions described set forth or referred to therein, certain Financing Sources have agreed to lend the amounts set forth therein (the “Loan Financing”) to finance ), for the transactions purpose of, inter alia, funding the Merger Consideration and the fees and expenses related thereto and pay for any refinancing of any outstanding indebtedness of the Company contemplated by this Agreement or the Commitment Letters. Assuming satisfaction of the conditions set forth in Section 6.1 and expressing Section 6.3 and performance by the view that such arranger is “highly confident” that Company of its obligations under this Agreement, the financing described therein can proceeds to be accomplished, subject disbursed pursuant to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with the transactions agreements contemplated by this Agreement if necessary depending on the amount of Commitment Letters and other cash available cash to Parent and funding its affiliates in the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, aggregate will provide the Purchaser with acquisition financing on the Closing Date be sufficient for Parent to pay to the Seller the Purchase Price Merger Consideration and to pay all related fees and expenses due upon at the Closing on Closing. (b) As of the date of this Agreement, each Commitment Letter is in full force and effect and is a valid and binding obligations of Parent and, to the knowledge of Parent, the other parties thereto, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity, including that equitable remedies are discretionary and may not be ordered), and is not subject to any conditions precedent related to the funding of the net proceeds of the Financing that are not set forth or otherwise contemplated in the copies of the Commitment Letters provided to the Company (it being understood that the related fee letters may be redacted by Parent by removing fees, pricing, “flex” terms (other than any “flex” term expressly permitted thereby to be disclosed to the Company), any other economic terms and other confidential terms, but not, for the avoidance of doubt, as to any matters related to conditionality). (c) None of the Commitment Letters has been amended or modified prior to the date of this Agreement and the respective commitments contained therein have not been, to the knowledge of Parent, terminated, reduced, withdrawn or rescinded prior to the date of this Agreement. (d) As of the date of this Agreement, none of the Financing Sources has notified Parent of its intention to terminate any Commitment Letter or not to provide the Financing. (e) As of the date of this Agreement, Parent is not in default or breach under the terms contemplated and conditions of any Commitment Letter and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by Parent under the terms and conditions of any Commitment Letter. As of the date of this Agreement. The Purchaser , Parent has no reason to believe that it or any other party thereto will not be able unable to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction satisfy any of the conditions precedent to the Purchaser’s obligation Financing to consummate be satisfied pursuant to each Commitment Letter on the transactions contemplated hereby as specified Closing Date, provided that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations or warranties set forth in Sections 7.1 ARTICLE III or non-compliance by the Company and 7.2 hereofits Affiliates with their respective obligations hereunder on any such condition to the Financing. (f) As of the date of this Agreement, there are no side letters, understandings or other agreements relating to the Financing to which Parent or any of its Affiliates is a party that imposes conditions to the funding of the Financing, other than those set forth in the Commitment Letters. (g) Parent or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters to be paid prior to the date of this Agreement.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter As and term sheet dated June 24when needed, 2014 from its prospective financing arranger Parent will have the funds necessary to pay the Purchaser (aggregate Cash Consideration, the “Highly Confident Letter”)Company Equity Award Consideration, evaluating payment in respect of the feasibility Company Performance Cash Awards, any repayment or refinancing of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions debt contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) or required in connection with the transactions contemplated by this Agreement if necessary depending on hereby (including, for the amount avoidance of available cash doubt, any offers to repurchase outstanding debt upon a change of control or fundamental change and funding conversions of the Purchaser obtains Company Convertible Notes) and any other amounts required to be paid in connection with the Loan Financing. Subject to its terms and conditions, consummation of the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price transactions contemplated hereby and to pay all related fees and expenses of Parent and Merger Sub, and there is no restriction on the use of such cash for such purposes. (b) Parent has delivered to the Company, prior to the date of this Agreement, a true, correct and complete copy of an executed commitment letter among Parent and those financial institutions party to the Commitment Letter (together with their permitted assignees under the Commitment Letter, the “Lenders”), including all exhibits, schedules and annexes thereto, and a customarily redacted Fee Letter none of which redacted terms would reasonably be expected to adversely affect the availability or aggregate principal amount of the debt financing contemplated by such commitment letter) regarding the terms of the debt financing to be provided thereby (collectively, the “Commitment Letter”), pursuant to which the parties thereto (other than Parent) have committed to provide, subject to the terms and conditions set forth therein, debt financing in the amounts set forth therein. As of the date of this Agreement, (i) the Commitment Letter is (A) a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, each of the other parties thereto, (B) enforceable in accordance with its terms against Parent and, to the Knowledge of Parent, each of the other parties thereto, except in each case as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity, and (C) in full force and effect, (ii) the Commitment Letter has not been amended or modified, (iii) none of the respective obligations and commitments contained in the Commitment Letter has been withdrawn, terminated or rescinded in any respect (other than any reduction or termination in each case in accordance with the express terms of the Commitment Letter as in effect on the date hereof), and no such amendment, modification, withdrawal, termination or rescission is contemplated by Parent or, to the Knowledge of Parent, by any other party thereto that would be reasonably likely to adversely affect the amount or availability thereof and (iv) no event has occurred which (with or without notice or lapse of time, or both) would or would reasonably be expected to constitute a default or breach or to the Knowledge of Parent, a failure to satisfy a condition precedent on the part of Parent or, to the Knowledge of Parent, any other parties thereto under the Commitment Letter. Parent has fully paid any and all commitment fees or other fees in connection with the Commitment Letter that are payable on or prior to the date hereof, and will pay in full any such amounts due upon on or before the Closing Date in accordance with the terms thereof. There are no agreements, side letters or arrangements to which Parent is a party that could affect the availability of the debt financing contemplated by the Commitment Letter on the terms Closing Date. There are no conditions precedent or other contingencies between Parent and any other party to the Commitment Letter related to the funding of the full amount of the debt facilities contemplated by the Commitment Letter (including any “flex” provisions in the Fee Letter) other than expressly set forth in the Commitment Letter. As of the date of this Agreement. The Purchaser , the Parent has no reason to believe that it will not be able unable to complete satisfy the Financing on the terms and conditions outlined or contingencies to funding contained in the Highly Confident Letter and the Equity Financing Commitment Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereof.

Financing. The Purchaser Parent has provided delivered to the Seller Company a true and complete and correct copy of (a) a proposal the executed commitment letter and related exhibits, schedules, annexes and term sheet sheets, dated June 24as of the date of this Agreement, 2014 from its prospective financing arranger together with the related fee letter (solely in the case of the fee letter, with only the fee amounts, pricing, "market flex" provisions and other economic terms that do not adversely affect the enforceability, availability or conditionality of, or the aggregate amount of proceeds available under, the Debt Financing contained therein redacted) (collectively, the "Debt Commitment Letter"), pursuant to which the Financing Sources have agreed, subject only to the Purchaser Financing Conditions set forth therein, to provide or cause to be provided the debt financing set forth therein for the purposes of financing the transactions contemplated hereby, including the cash component of the aggregate consideration payable in the Merger. Such executed Debt Commitment Letter has not been amended or modified in any manner on or prior to the date of this Agreement and no amendment, termination or modification is contemplated (it being understood that neither the “Highly Confident exercise of "market flex" provisions under the fee letter, nor the joinder or addition of any Financing Sources to the Debt Commitment Letter”, shall be deemed an amendment or modification). Neither Parent nor any of its Affiliates has entered into any agreement, evaluating side letter or other arrangement of any kind relating to the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letter that reduces the amount of, or could affect the conditionality or availability of the Debt Financing on the Closing Date. Assuming (i) the accuracy of the representations and warranties of the Company set forth in this Agreement and expressing (ii) the view that such arranger performance by the Company of its obligations hereunder, Parent will have sufficient funds to satisfy all of its obligations under this Agreement and to consummate the transactions contemplated hereby on the Closing Date. The commitments contained in the Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect. The Debt Commitment Letter is “highly confident” that in full force and effect and represents a valid, binding and enforceable obligation of Parent and, to the financing described therein can be accomplishedknowledge of Parent, each other party thereto, subject to the terms 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 conditions expressed therein; general principles of equity. Parent has fully paid (or caused to be paid) any and (b) a letter dated June 12, 2014 from a potential investor (all fees and other amounts that are due and payable on or prior to the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) date of this Agreement in connection with the transactions contemplated by this Agreement if necessary depending Debt Financing. No event has occurred which, 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 Commitment Letter. There are no conditions precedent related to the funding of the full amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing Debt Financing on the Closing Date sufficient to pay to other than the Seller Financing Conditions. As of the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser date hereof, Parent has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letterthat, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified set forth in Sections 7.1 8.1 and 7.2 8.3, (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. As of the date hereof, Parent is not aware of any fact or occurrence that makes any of the assumptions, or the representations or warranties of Parent, in the Debt Commitment Letter inaccurate in any material respect. Parent acknowledges that the consummation of the Merger is not subject to any financing condition.

Financing. The Purchaser (a) Parent has provided delivered to the Seller Company a true, complete and correct copy of one or more fully executed debt commitment letters, dated as of the date of this Agreement, and fully executed fee letters relating thereto (asuch commitment letter(s) a proposal letter and term sheet dated June 24fee letter(s), 2014 including all exhibits, schedules, annexes and joinders thereto, as the same may be amended, modified, supplemented, extended or replaced from its prospective financing arranger time to time in compliance with Section 5.16(d) is referred to herein as the Purchaser “Debt Financing Commitment”), among Parent, JPMorgan Chase Bank, N.A., Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, Macquarie Capital Funding LLC and Macquarie Capital (USA) Inc. (the “Highly Confident LetterLenders”), evaluating pursuant to which, among other things, the feasibility of a financing of up to $375,000,000 on Lenders have agreed, upon the terms and subject to the conditions of the Debt Financing Commitment, to provide or cause to be provided, on a several and not joint basis, the financing commitments described therein therein; provided, that, except for disclosure to the Company and its board of directors, officers, accountants, attorneys and other professional advisors, such fee letters may be redacted to remove fee amounts, the economic portion of any market “flex” provisions, pricing caps and other economics terms set forth therein, none of which affect the availability or net amount of the Debt Financing. The debt financing contemplated under the Debt Financing Commitment (including any debt securities and credit facilities issued in lieu of any portion of such debt financing as contemplated in the Debt Financing Commitment) is referred to herein as the “Loan Debt Financing.” (b) The Debt Financing Commitment is, as of the date hereof, in full force and effect. The Debt Financing Commitment is the legal, valid, binding and enforceable obligation of Parent and, to finance the knowledge of Parent, the other parties thereto (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any Action may be brought). The Debt Financing Commitment has not been amended, modified, supplemented, extended or replaced, and will not be amended, modified, supplemented, extended or replaced, except as permitted under Section 5.16(d). As of the date hereof, (i) neither Parent nor, to the knowledge of Parent, any other party to the Debt Financing Commitment is in breach of any of its covenants or other obligations set forth in, or is in default under, the Debt Financing Commitment and (ii) no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute or result in a breach or default on the part of Parent (or, to the knowledge of Parent, any other party to the Debt Financing Commitment) under the Debt Financing Commitment, (B) constitute or result in a failure to satisfy a condition or other contingency set forth in the Debt Financing Commitment or (C) otherwise result in any portion of the Debt Financing not being available at or prior to the Closing. As of the date hereof, Parent has not received any notice or other communication from any party to the Debt Financing Commitment with respect to (i) any actual or potential breach or default on the part of Parent or any other party to the Debt Financing Commitment or (ii) any intention of such party to terminate the Debt Financing Commitment or to not provide all or any portion of the Debt Financing. As of the date hereof, Parent and Merger Sub (i) have no reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Financing Commitment) that, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.3, they will be unable to satisfy on a timely basis each term and condition relating to the closing or funding of the Debt Financing and (ii) know of no fact, occurrence, circumstance or condition that, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.3, would reasonably be expected to (A) cause the Debt Financing Commitment to fail to be satisfied, to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective or (B) otherwise cause the full amount (or any portion) of the Debt Financing contemplated to be available under the Debt Financing Commitment to not be available to Parent and Merger Sub on a timely basis (and in any event no later than at the Closing). The aggregate proceeds contemplated by the Debt Financing Commitment, together with available cash on hand of Parent and the Company, will be sufficient for Parent and Merger Sub to (i) consummate the Merger and any other transactions contemplated by this Agreement upon the terms and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; set forth in this Agreement, including (A) the payment of the Cash Election Amount and (bB) a letter dated June 12, 2014 from a potential investor any funds to be provided by Parent to the Company to enable the Company to fund payments (the “Equity Financing Letter”if any) expressing an intent required to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) be made in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in accordance with Section 3.6, (ii) repay any indebtedness required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Loan Financing. Subject to its terms Merger and conditions(iii) pay all fees, the Financing, if costs and when funded, will provide the Purchaser with acquisition financing expenses (including any premiums or penalties) in connection therewith on the Closing Date sufficient to pay Date. There are no conditions precedent or other contingencies related to the Seller funding of the Purchase Price full amount of the Debt Financing other than as expressly set forth in the Debt Financing Commitment. There are no side letters or other Contracts (except for customary engagement letters which do not contain provisions that impose any additional conditions or other contingencies to the funding of the Debt Financing, and true, correct and complete copies of which have been provided to pay all the Company), whether written or oral, related fees and expenses due upon to the Closing on funding of the terms full amount of the Debt Financing other than as expressly set forth in or expressly contemplated by this Agreementthe Debt Financing Commitment. The Purchaser Neither Parent nor any of its Affiliates has no reason entered into any Contract, arrangement or understanding (i) awarding any agent, broker, investment banker or financial advisor any financial advisory role on an exclusive basis in connection with the Merger or (ii) expressly prohibiting any bank, investment bank or other potential provider of debt financing from providing or seeking to believe that it will not be able provide debt financing or financial advisory services to complete the Financing on the terms and conditions outlined any Person in the Highly Confident Letter and the Equity Financing Letter, subject connection with a transaction relating to the terms and conditions expressed therein and Company or any of its Subsidiaries. All commitment fees or other fees or deposits required to be paid under the satisfaction of the conditions precedent Debt Financing Commitment on or prior to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified date of this Agreement have been paid in Sections 7.1 and 7.2 hereoffull.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger Prior to the Purchaser Effective Time, the Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives, including legal and accounting, to, provide all cooperation reasonably requested in writing by Parent with reasonable notice in connection with the Financing, including, without limitation (i) participation in meetings, presentations, due diligence sessions, drafting sessions, road shows and sessions with rating agencies, (ii) assisting with the “Highly Confident Letter”)preparation of materials for rating agency presentations, evaluating offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and financial statements (including those required by the feasibility SEC) and similar documents required in connection with the Financing, (iii) executing and delivering any pledge and security documents or other similar documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent (including a certificate of a financing the chief financial officer of up the Company or any Subsidiary with respect to $375,000,000 on the terms solvency matters and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject consents of accountants for use of their reports in any materials relating to the terms Debt Financing) and conditions expressed therein; otherwise reasonably facilitating the pledging of collateral, in each case so long as not effective until on or after the Effective Time, (iv) furnishing Parent and (b) a letter dated June 12its Financing sources with readily-available historical financial and other pertinent information regarding the Company as may be reasonably requested by Parent, 2014 from a potential investor (including all historical financial statements and financial data of the “Equity type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements under Rule 144A of the Securities Act, to consummate the Debt Financing Letter”) expressing an intent to provide equity or any other financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) transaction executed in connection with the transactions contemplated hereby (the “Required Financial Information”), (v) using commercially reasonable efforts to obtain accountants’ comfort letters, legal opinions, surveys and title insurance as may be requested by this Agreement Parent or the lenders under the Debt Financing Commitments, (vi) using commercially reasonable efforts to provide monthly financial statements (excluding footnotes) within 25 days of the end of each month prior to the Closing Date, if and in the form now currently prepared by the Company, (vii) taking all actions reasonably necessary depending to (A) permit the prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) so long as not effective until on or after the amount of available cash Effective Time, establish bank and funding the Purchaser obtains other accounts and blocked account agreements and lock box arrangements in connection with the Loan Financing. Subject foregoing, and (viii) taking all corporate actions reasonably necessary to its terms permit the consummation of the Debt Financing and conditionsto permit the proceeds thereof to be made available to the Company (it being understood that to the greatest extent practicable, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms actions contemplated by this AgreementSection 7.9(a)(viii) shall not be required to be taken until immediately prior to the Closing); provided that nothing contained in this Section 7.9 shall require such cooperation to the extent that it would interfere unreasonably with the business or operations of the Company or its Subsidiaries. The Purchaser has no reason Company shall cause its officers, in their capacities as officers, to believe deliver such customary management representation letters as any audit firm may request in connection with any comfort letters or similar documents required in connection with the Debt Financing. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing, provided that it will such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company and its marks. Neither the Company nor any of its Subsidiaries shall be able required, under the provisions of this Section 7.9 or otherwise in connection with the Debt Financing (x) to complete pay any commitment or other similar fee prior to the Effective Time that is not advanced or substantially simultaneously reimbursed by Parent or (y) to incur any out-of-pocket expense unless such expense is advanced or substantially simultaneously reimbursed by Parent. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with (1) any action taken by them at the request of Parent or Merger Sub pursuant to this Section 7.9 or in connection with the arrangement of the Debt Financing or (2) any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries). Nothing contained in this Section 7.9 or otherwise shall require the Company to be an issuer or other obligor with respect to the Debt Financing prior to the Closing. All material, non-public information regarding the Company and its Subsidiaries provided to Parent, Merger Sub or their Representatives pursuant to this Section 7.9(a) shall be kept confidential by them in accordance with the Confidentiality Agreements except for disclosure to potential investors as required in connection with the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofcustomary confidentiality protections.

Financing. The Purchaser As of the date of this Agreement, Parent has provided delivered to the Seller Company a true, correct and complete and correct copy of (a) a proposal letter an executed equity commitment letter, dated as of the date hereof, between Parent and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser Sponsor (the “Highly Confident Equity Commitment Letter”), evaluating the feasibility of a financing of up ) pursuant to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedwhich Sponsor has committed, subject to the terms and conditions expressed therein; and thereof, to invest in Parent, directly or indirectly, up to the cash amounts set forth therein (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with for the purpose of funding the transactions contemplated by this Agreement if necessary depending Agreement. As of the date hereof, (a) the Equity Commitment Letter (i) is valid and in full force and effect without amendment or modification, (ii) to the 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 similar laws affecting creditors’ rights generally and by principles of equity), (iii) has not been withdrawn, terminated or rescinded in any respect, and (iv) the Equity Commitment Letter constitutes all of the Contracts and arrangements entered into between Sponsor, on the amount 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 constitute a breach on the part 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). There 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 funding other available funds of Parent and Merger Subsidiary and the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when fundedCash on Hand, will provide be sufficient for Merger Subsidiary and the Purchaser with acquisition financing on Surviving Corporation to satisfy all of the Closing Date sufficient 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 pay to Section 3.05, (ii) procuring the Seller the Purchase Price D&O Insurance and to pay (iii) paying all related fees and expenses due upon of the Closing on Company and the terms Surviving Corporation required to be paid in connection with the consummation of the transactions contemplated by this Agreement. The Purchaser As of the date hereof, neither Parent nor Merger Subsidiary has no any reason to believe that it any of the conditions to the Financing will not be able to complete satisfied or that the Financing will not be available in full to Parent and Merger Subsidiary on the terms and conditions outlined in Closing Date (assuming the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction accuracy of the conditions precedent to representations and warranties and undertakings of the Purchaser’s obligation to consummate the transactions contemplated hereby as specified Company in Sections 7.1 and 7.2 hereofthis Agreement for such purposes).

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger Prior to the Purchaser 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 “Highly Confident Letter”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 reasonably requested by Parent in connection with the Financing, as well as facilitating the repayment of agreed upon existing Indebtedness of the Company and its Subsidiaries and releases of any Liens securing existing Indebtedness of the Company and its Subsidiaries by delivering any notices, payoff letters or similar instruments reasonably requested by Parent, in each case upon the repayment of such Indebtedness substantially concurrently with the initial funding of the Financing; provided, however, that in no event shall this Section 5.16(a)(ii) require the Company or any 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 its Subsidiaries have received funds from Parent to pay in full the payoff amount for such Indebtedness, (iii) cooperating with the marketing efforts for the Financing (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 Financing on reasonable advance written notice), evaluating (iv) using commercially reasonable efforts to assist in obtaining such legal opinions and comfort letters and consents from accountants for the feasibility 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 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 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 liability or obligation under any loan agreement or certifications or any related document or any other agreement or document related to the 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 financing violation or breach of, or default under, any Contract to which the Company or any of up 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 Company, reimburse the Company for all reasonable and documented out-of-pocket costs to $375,000,000 the extent 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 Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all liabilities and costs suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than arising from information provided by the 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 expected to result in personal liability to such officer or Representative. (b) The Company hereby consents to the use of its and its Subsidiaries’ trademarks, service marks and logos in connection with the marketing of the Financing (including in any rating agency presentation, bank information memoranda, offering memoranda and/or any private placement memoranda) so long as such trademarks, service marks and logos (i) are used solely in a manner that is not intended to or likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and (ii) are used solely in connection with a description of the Company, its business and products or the Transactions. (c) Each of Parent and Merger Sub shall use, and shall cause its Subsidiaries 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 conditions described therein in the Debt Commitment Letter (or with terms and conditions agreed by Parent and the “Loan Financing”Financing Sources subject to restrictions on amendments of the Debt Commitment Letter set forth below), including using commercially reasonable efforts to (i) maintain in effect the Debt Commitment Letter, (ii) negotiate definitive agreements with respect thereto on the terms and subject only to finance the conditions contemplated by the Debt Commitment Letter (or on other terms and conditions agreed by Parent and the Financing Sources subject to restrictions on amendments of the Debt Commitment Letter set forth below) and (iii) satisfy (or obtain the waiver of) on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Financing set forth in the Debt Commitment Letter or the definitive agreements relating to the Financing (including by providing the information required by Section (viii) of Exhibit B to the Debt Commitment Letter to the Financing Sources no later than the date that is four Business Days after the date on which the Offer is commenced). If all conditions to the Financing have been satisfied, Parent and Merger Sub shall take all actions reasonably within their control to cause the Financing Sources to fund on or prior to the Offer Closing (with respect to amounts required to consummate the Offer) and the Merger Closing (with respect to amounts required to consummate the Merger). Parent shall not, and shall not permit Merger Sub to, take any action not otherwise required or expressly permitted under this Agreement that is a material breach of, or would result in termination of the Debt Commitment Letter. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Parent shall, as promptly as practicable following the occurrence of such event, use its commercially reasonable efforts to arrange to obtain Alternative Financing in an amount sufficient to consummate the transactions contemplated by this Agreement and expressing in accordance with Section 5.16(f). (d) Parent shall give the view that such arranger is “highly confident” that Company prompt notice of (i) any material default or breach (or any event that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material default or breach) by any party under the financing described therein can be accomplished, subject Debt Commitment Letter or the definitive agreements relating to the terms and conditions expressed therein; and Financing of which Parent or Merger Sub becomes aware, (bii) a letter dated June 12any termination of the Debt Commitment Letter, 2014 (iii) the receipt of any written notice or other written communication from a any Person with respect to any (x) actual or potential investor (default, breach, termination or repudiation of the “Equity Debt Commitment Letter, any definitive agreement relating to the Financing Letter”) expressing an intent or any provision of the Debt Commitment Letter or the definitive agreements relating to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when fundedin each case by any party thereto, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay or (y) material dispute or disagreement between or among any parties to the Seller Debt Commitment Letter or the Purchase Price definitive agreements relating to the Financing; provided, that Parent shall not be under any obligation to disclose any information that is subject to attorney client or similar privilege to the extent such privilege is asserted in good faith, and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no (iv) if for any reason to believe Parent or Merger Sub believes in good faith that it will not be able to complete obtain all or any portion of the Financing on the terms and conditions outlined terms, in the Highly Confident manner or from the sources contemplated by the Debt Commitment Letter or the definitive agreements relating to the Financing, as the case may be. As soon as reasonably practicable after the date the Company delivers to Parent or Merger Sub a written request, Parent and Merger Sub shall provide any information reasonably requested by the Equity Company relating to any circumstance referred to in clause (i), (ii), (iii) or (iv) of the immediately preceding sentence. Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Financing. (e) Parent shall have the right, at its option, to amend, restate, supplement or modify, or waive any of its rights under, the Debt Commitment Letter or the definitive agreements relating to the Financing; provided, however, that it shall not agree to or permit any amendments, restatements, supplements, or modifications to, or grant any waivers of, any condition or other provision under the Debt Commitment Letter or the definitive agreements relating to the Financing without the prior written consent of the Company if such amendments, supplements, modifications or waivers would (i) with respect to the Debt Commitment Letter, subject reduce (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount of the Financing but excluding, for the avoidance of doubt, the entering into definitive agreements relating to the terms and Financing that reduce the aggregate amount available under the Debt Commitment Letter) by an amount that would be reasonably likely to prevent or materially impede, interfere with, hinder or delay the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (ii) impose new or additional conditions expressed therein and the satisfaction or otherwise expand, amend or modify any of the conditions precedent to the Purchaser’s obligation Financing relative to those contained in the Debt Commitment Letter, or otherwise expand, amend or modify any other provision of the Debt Commitment Letter that would be reasonably likely to prevent or materially impede, interfere with, hinder or delay the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, or (iii) otherwise be reasonably likely to (x) prevent or materially impede, interfere with, hinder or delay the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement or (y) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements relating to the Financing; provided that notwithstanding the foregoing Parent may amend, restate, supplement or modify the Debt Commitment Letter or the definitive agreements relating to the Financing to add lenders, lead arrangers, bookrunners, underwriters, syndication agents, lenders or similar entities that have not executed the Debt Commitment Letter as of the date hereof, to provide for the assignment and reallocation of a portion of the debt financing commitments contained therein and to grant customary approval rights to such additional arrangers and other entities in connection with such appointments, in each case, as expressly set forth in the Debt Commitment Letter. Parent shall promptly deliver to the Company true and complete copies of any such amendment, modification, supplement or waiver or documents relating to such Financing (with only the fee amounts and certain other provisions redacted, which redacted provisions do not relate to the aggregate amount of or conditionality of, or contain any conditions precedent to, the Financing). (f) If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes or would reasonably be expected to make any portion of the Financing unavailable, and such portion is required to fund the aggregate Offer Price, Merger Consideration and all fees, expenses and other amounts contemplated to be paid by Parent pursuant to this Agreement, Parent shall use its commercially reasonable efforts to arrange and obtain, and negotiate and enter into definitive agreements with respect to, alternative financing from the Financing Sources or, as the case may be, alternative financial institutions in an amount sufficient (together with cash available to the Company) to consummate the transactions contemplated hereby by this Agreement (“Alternative Financing”) upon terms and conditions no less favorable, taken as specified a whole, to Parent and, with respect to the amounts available under, and the conditionality of, such Alternative Financing, the Company, than the terms and conditions set forth in Sections 7.1 and 7.2 hereof.the Debt Commitment Letter, as applicable, as promptly as reasonably practicable following the occurrence of such event. Parent shall promptly deliver to the Compan

Financing. The Parent has available cash resources and financing in an amount sufficient to enable Purchaser to purchase Company Shares pursuant to the Offer, to consummate the Merger and to otherwise perform its obligations under this Agreement. Without limiting the foregoing, Purchaser has provided delivered to the Seller a Company true and complete copies of executed commitment letters, dated May 14, 2007 from General Electric Capital Corporation, UBS Loan Finance LLC and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser UBS Securities LLC (the “Highly Confident Letter”"Debt Commitment Letters"), evaluating pursuant to which the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedlender parties thereto have committed, subject to the terms and conditions expressed thereinthereof, 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 (bii) a letter dated June 12, 2014 from a potential investor (none of the “Equity Financing Letter”) expressing an intent commitments contained in the Debt Commitment Letters have been withdrawn or rescinded in any respect. There are no conditions precedent or other contingencies related to provide equity financing (the “Equity Financing,” and together with funding by such lenders of the Loan full amount of the Debt Financing, the “Financing”) other than as set forth in connection with the transactions or contemplated by the Debt Commitment Letters. As of the date of this Agreement, and assuming the accuracy of the Company's representations set forth in this Agreement if necessary depending on and the amount of available cash and funding Company's compliance with its covenants set forth in this Agreement, in each case such that the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay conditions to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms Debt Financing contemplated by this Agreement. The the Debt Commitment Letters are satisfied, neither Parent nor Purchaser has no any reason to believe that it will not be able unable to complete the Financing satisfy on the terms and conditions outlined a timely basis any term or condition to be satisfied by it contained in the Highly Confident Letter Debt Commitment Letters. Parent or Purchaser will fully pay any and all commitment fees that are incurred and are due and payable in connection with the Equity Debt Financing Letter, subject to the terms as and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofwhen they become payable.

Financing. The Purchaser has provided to As of the Seller a complete and correct copy of date hereof: (a) Acquiror has delivered to the Company a proposal true and complete copy of the fully executed commitment letter and term sheet dated June 24the related fee letter (with only the fee amounts and other customary information not related to conditionality redacted therefrom) (together, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Commitment Letter”)) dated as of May 3, evaluating the feasibility of a financing of up 2012 among Acquiror, General Electric Capital Corporation, GE Capital Markets, Inc. and Silicon Valley Bank pursuant to $375,000,000 on the terms which and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and thereof the parties thereto (bother than Acquiror) a letter dated June 12, 2014 from a potential investor have committed to provide the debt financing in connection with the transactions contemplated hereby (the “Equity Financing LetterDebt Financing”). Acquiror intends to undertake, in accordance with Section 5.12(b) expressing hereof, an intent underwritten public offering of its convertible notes and/or other equity or debt securities pursuant to an effective registration statement on Form S-3 covering the offer and sale of such securities for aggregate gross proceeds of at least $115,000,000 at a price and otherwise on terms acceptable to Acquiror to provide equity additional financing in connection with the transactions contemplated hereby (the “Equity Additional Financing,” and and, together with the Loan Debt Financing, the “Financing”) ). Acquiror is eligible to file a registration statement on Form S-3 in connection with the transactions contemplated by this Agreement if necessary depending Additional Financing. (b) The Commitment Letter is a valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the other parties thereto. The Commitment Letter is in full force and effect and has not been amended or modified in any respect, and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect. No event has occurred which, with or without notice, lapse of time or both, would constitute a material default or material breach on the part of Acquiror or Sub under the Commitment Letter, and Acquiror has no reason to believe that it will be unable to satisfy on a timely basis, any term or condition of closing to be satisfied by it, contained in the Commitment Letter. There are no conditions precedent to the funding of the full amount of available cash the Debt Financing other than the conditions precedent set forth in the Commitment Letter, and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser Acquiror has no reason to believe that it will not be able to complete satisfy any term or condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or that the Debt Financing will not be made available to Acquiror on the terms and conditions outlined in Closing Date. There are no other agreements, side letters, or arrangements relating to the Highly Confident Letter and Debt Financing that could affect the Equity Financing Letter, subject availability of the Debt Financing. Subject to the terms and conditions expressed therein of the Commitment Letter and to the consummation of the Additional Financing on the terms set forth in Section 3.4(a), the aggregate proceeds of the Debt Financing reflected in the Commitment Letter, together with the expected net proceeds of the Additional Financing, if consummated, and the satisfaction other financial resources of Acquiror and Sub including cash, cash equivalents and marketable securities of Acquiror, the conditions precedent Company and their respective Subsidiaries on the Closing Date, in each case which have been specifically identified to the Purchaser’s obligation Company in writing on the date of this Agreement and set aside by such parties for such purposes, are reasonably expected to be sufficient to consummate the transactions Merger upon the terms contemplated hereby as specified by this Agreement, effect any other repayment or refinancing of debt contemplated in Sections 7.1 connection with the consummation of the Merger and 7.2 hereofpay all related fees and expenses of Acquiror, Sub and the Company and their respective Representatives pursuant to this Agreement. Acquiror has fully paid any and all commitment fees or other fees required by the Commitment Letter to be paid by it on or prior to the date of this Agreement. (c) Acquiror has available to it cash, cash equivalents and marketable securities in an amount equal to or exceeding $140,000,000.

Financing. The Purchaser On the Closing Date, Buyer will have sufficient cash, available lines of credit or other sources of immediately available funds to make the Closing Payments. Buyer has provided delivered to Seller true, complete, and correct copies of the executed Debt Commitment Letters and each such Debt Commitment Letter is in full force and effect as of the date hereof and represents a valid, binding and enforceable obligation of Buyer and, to the Seller a complete and correct copy knowledge of (a) a proposal letter and term sheet dated June 24Buyer, 2014 from its prospective financing arranger each other party thereto, to consummate the Debt Financing subject only to the Purchaser (satisfaction or waiver of the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms Financing Conditions and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12Enforceability Limitations. Subject only to the satisfaction or waiver of the Financing Conditions, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (proceeds of the “Equity Debt Financing,” and , together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when fundedcash, will provide be sufficient to consummate the Purchaser with acquisition financing Transactions, including the making of all Closing Payments on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this AgreementDate. The Purchaser Buyer has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Debt Commitment Letters. As of the date hereof, assuming the accuracy of the representations and warranties set forth in Article 3 (to the extent required by the definitive agreements governing the Debt Financing) and the conditions set forth in Section 6.1 are satisfied at the Closing, Buyer has no reason to believe that (i) any of the Financing Conditions will not be able satisfied or (ii) the Debt Financing will not be made available to complete the Financing Buyer on the terms Closing Date. Buyer acknowledges and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to agrees that under the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaserthis Agreement, Buyer’s obligation to consummate the transactions contemplated hereby as specified Closing is not in Sections 7.1 and 7.2 hereofany way contingent upon or otherwise subject to Buyer’s consummation of any financing arrangements, Buyer’s obtaining of any financing or the availability, grant, provision or extension of any financing to Buyer.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger Prior to the Purchaser Closing, the Company agrees to provide, and shall cause its Subsidiaries to provide, and shall use its reasonable best efforts to cause its and its Subsidiaries’ respective officers, directors, employees, accountants, consultants, investment bankers, legal counsel, agents and other advisors and representatives (collectively the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan FinancingCompany Representatives”) to finance provide, all customary cooperation in connection with the arrangement of the debt financing contemplated by the Debt Commitment Letter or any alternative financing arranged by Parent in lieu of the Debt Financing or any portion thereof in an amount sufficient to permit Parent to consummate the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Alternative Financing,” and together with the Loan Debt Financing, the “Available Financing”), as may be reasonably requested by Parent, in order to satisfy the requirements set forth in the Debt Commitment Letter and otherwise to consummate the Available Financing, including (i) furnishing Parent and the Financing Parties, as promptly as reasonably practicable, but in any event by the time required pursuant to the terms of the Debt Commitment Letter, with the historical and pro forma financial statements and financial and other data regarding the Company and its Subsidiaries necessary to satisfy the conditions set forth in paragraphs 6 and 9 of the Debt Commitment Letter and paragraphs 6 and 7 of Exhibit B to the Debt Commitment Letter, as well as all financial statements and financial and other data of the type required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of debt securities and of the type and form customarily included in a registered offering of debt securities under the Securities Act to consummate the Available Financing at the time the Available Financing is to be consummated; provided that Parent shall be responsible for, and the Company’s obligations are subject to, timely provision of any post-Closing pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any pro forma financial information (the information contemplated by this clause (i), the “Required Information”); (ii) furnishing Parent and the Financing Parties, as promptly as reasonably practicable, but in any event by the time required pursuant to the Debt Commitment Letter, with any other information regarding the business, operations, financial projections and prospects of the Company reasonably requested by Parent as customary in connection with the Available Financing; (iii) participating in a reasonable number of meetings (including customary one-on-one and other meetings with representatives of the Financing Parties and officers of the Company and Company Representatives, in each case, with appropriate seniority and expertise), presentations, road shows, drafting sessions, due diligence sessions and sessions with the Financing Parties, prospective lenders and investors, and ratings agencies that are customary for financings of a type similar to the Available Financing; (iv) using reasonable best efforts to assist Parent and Sub and the Financing Parties in the preparation of any prospectuses, offering documents, private placement memoranda, lender presentations, bank information memoranda and similar documents requested by Parent and required in connection with the Available Financing; (v) reasonably cooperating with the marketing efforts of Parent and Sub and the Financing Parties related to the Available Financing, including assisting the Financing Parties in any syndication efforts; (vi) executing and delivering any customary credit agreements, indentures and pledge and security documents and otherwise reasonably facilitating the granting of a security interest (and perfection thereof) in collateral, guarantees, other definitive financing documents or other certificates, customary closing certificates and documents as may be reasonably requested by Parent and assisting in the negotiation of any such agreements and other documents; provided, that any obligations contained in all such agreements and documents shall be subject to the occurrence of the Closing and effective no earlier than the Closing; (vii) using reasonable best efforts to obtain customary authorization letters, comfort letters, accountants’ consent letters (including consents for use of their reports in any materials relating to the Available Financing and in connection with any filings required to be made by Parent pursuant to the Securities Act or the Exchange Act where the financial statements of the Company or any of its Subsidiaries are included or incorporated by reference), legal opinions and other documents and instruments relating to the Available Financing as may be reasonably requested by Parent in writing; (viii) using reasonable best efforts to facilitate the obtaining of payoff letters, lien terminations and instruments of discharge, all in customary form and to be received at least two (2) Business Days prior to the scheduled Closing Date, providing for the full and complete payoff, discharge and termination on the Closing Date of all indebtedness and related obligations, security interests and other liens as contemplated by the Debt Commitment Letter or other Available Financing to be paid off, discharged and terminated on the Closing Date; (ix) providing customary authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders and investors containing a representation that the public-side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or other Affiliates or its or their securities; (x) obtaining a certificate of the chief financial officer of the Company in customary form and content with respect to solvency matters; (xi) subject to compliance with applicable Laws, permitting any cash and marketable securities of the Company and its Subsidiaries to be made available to Parent and/or Sub at the Closing, provided that the Company shall not be prohibited from using cash and marketable securities in the ordinary course of business consistent with past practice or from taking any action not prohibited by Section 5.1; (xii) reasonably cooperating with the Financing Parties’ due diligence, including providing at least three (3) business days prior to the Closing Date all documentation and other information about the Company and each of its Subsidiaries as is requested in writing by the Financing Parties and relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act, provided that the request by Parent for such information is received by the Company at least five (5) business days prior to the Closing Date; and (xiii) taking all other corporate actions, subject to the occurrence of the Closing, as may be reasonably necessary to permit the consummation of the Financing; provided, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries. Notwithstanding the foregoing, (v) none of the Company or any of its Subsidiaries nor any of their respective Representatives shall be required to pay any commitment or other similar fee or incur prior to the Effective Time any other liability or obligation in connection with the financings contemplated by the Debt Commitment Letter or other Available Financing, (w) none of the Company, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the financing contemplated by the Debt Commitment Letter or other Available Financing that is not contingent upon the Closing or that would be effective prior to the Effective Time (and for the avoidance of doubt, the boards of directors or other equivalent governing bodies of Parent, Sub and/or the Surviving Corporation shall enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of the Company and its Subsidiaries as may be required by the lenders pursuant to the Debt Commitment Letter at, or as of, the Closing), (x) the Company shall not be required to make any representations, warranties or certifications as to which, after the Company’s use of reasonable best efforts to cause such representation, warranty or certification to be true, the Company has in its good faith determined that such representation, warranty or certification is not true, (y) the Company shall not be required to become subject to any obligations or liabilities with respect to such agreements or documents prior to the Closing, and (z) nothing shall obligate the Company or any of its Subsidiaries to provide, or cause to be provided by Company Representatives or otherwise, any information or take any action to the extent it would result in a violation of Law or loss of any attorney-client privilege. The Company and its Company Representatives shall be given a reasonable opportunity to review and comment on any materials that are to be presented during any meetings conducted in connection with the Available Financing, to the extent such materials relate to the Company or its Subsidiaries, and Parent shall consider any additions, deletions or changes suggested thereto by the Company and its Company Representatives. (b) Parent shall indemnify and hold harmless the Company, its Subsidiaries and the Company Representatives from and against any and all Losses suffered or incurred by them in connection with the arrangement of the debt financing contemplated by the Debt Commitment Letter or other Available Financing and the performance of their respective obligations under Section 6.14(a) and any information utilized in connection therewith (except with respect to matters arising out of a material misstatement in or failure to state a material fact pertinent to the information provided by or on behalf of the Company pursuant to Section 6.14(a) or any fraud or any intentional misrepresentation with respect to any such information). Parent shall, promptly upon written request by the Company, reimburse the Company and its Subsidiaries for all reasonable and documented out-of-pocket costs and expenses incurred by the Company or its Subsidiaries (including those of its accountants, consultants, legal counsel, agents and other Company Representatives) in connection with the transactions contemplated cooperation required by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Section 6.14(a). (c) Subject to its the other terms and conditionsconditions of this Agreement, the Financingeach of Parent and Sub shall use, if and when fundedshall cause their respective Subsidiaries to use, will provide the Purchaser with acquisition financing on the Closing Date sufficient their respective reasonable best efforts to pay take, or cause to the Seller the Purchase Price be taken, all actions and to pay do, or cause to be done, all related fees things necessary, proper or advisable to arrange and expenses due upon consummate the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing debt financing on the terms and conditions outlined described in the Highly Confident Debt Commitment Letter or other Available Financing, including using reasonable best efforts to (x) satisfy on a timely basis (taking into account the expected timing of any marketing period) all conditions to funding in the Debt Commitment Letter or other Available Financing and such definitive agreements to be entered into pursuant thereto (other than any condition where the Equity failure to be so satisfied is a direct result of the Company’s failure to furnish information or perform in all material respects its other obligations required to be delivered or performed under this Agreement (including Section 6.14(a))), to the extent applicable to Parent, Sub or their respective Subsidiaries and (y) negotiate, execute and deliver definitive agreements with respect to such Available Financing Letter, subject materially consistent with the terms and conditions (including the “flex” provisions) contemplated by the Debt Commitment Letter or other Available Financing. Parent shall keep the Company informed on a current basis in reasonable detail of the status of its efforts to arrange the Debt Financing or any other Available Financing. Subject to the terms and conditions expressed therein and the upon satisfaction of the conditions precedent set forth in the Debt Commitment Letter or other Available Financing, Parent and Sub shall use their reasonable best efforts to cause the lenders and the other Persons providing such debt financing to provide the Available Financing on the Closing Date, provided that nothing in this Agreement shall require Parent, Sub or any of its Subsidiaries to litigate or initiate any other action or proceeding against any Financing Party. In the event any portion of the Available Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter, and such portion is reasonably required to consummate the Merger and the other transactions contemplated by this Agreement, including without limitation, to pay the aggregate Merger Consideration to be paid to the Purchaser’s obligation holders of shares of Common Stock, the aggregate Preferred Share Merger Consideration to be paid to the holders of shares of Series A Convertible Preferred Stock, and the aggregate consideration to be paid to holders of Options and Restricted Shares as a result of the Merger, and all fees and expenses related to the Merger and the other transactions contemplated by this Agreement, (A) Parent shall immediately notify the Company and (B) Parent and Sub shall use, and shall cause their respective Subsidiaries to use, their reasonable best efforts to arrange to obtain Alternative Financing, upon terms and conditions not materially less favorable to Parent and its Subsidiaries than the terms and conditions set forth in the Debt Commitment Letter, as promptly as practicable following the occurrence of such event. Parent shall promptly notify the Company in writing (I) if Parent has actual knowledge of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter, or (II) of the receipt by Parent or Sub of any written notice or other written communication from any Financing Party with respect to any actual breach, default, termination or repudiation by any party to the Debt Commitment Letter. Parent and Sub shall not consent to (1) any amendment or modification to, or any waiver of any provision under, the Debt Commitment Letter if such amendment, modification or waiver imposes new or additional conditions, or otherwise expands any of the conditions, to the receipt of the Debt Financing, extends the timing of the funding of the commitments thereunder, or reduces the aggregate cash amount of the funding commitments thereunder, or otherwise amends, modifies or waives, any provision of the Debt Commitment Letter, in any such case where such amendment, modification or waiver described in this clause (1) would reasonably be expected to prevent, materially delay or materially adversely affect the ability of Parent and Sub to consummate the transactions contemplated hereby by this Agreement, including the Merger (provided, that Parent and Sub may replace or amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as specified of the date hereof) or (2) early termination of the Debt Commitment Letter unless it has been replaced by Alternative Financing in Sections 7.1 accordance with Section 6.14. Parent shall furnish to the Company a copy of any amendment, modification, waiver or consent of or relating to the Debt Commitment promptly upon execution thereof (which copy may be redacted in the manner described in Section 4.5(a)). Parent and 7.2 hereof.Sub shall use, and shall cause their respective Subsidiaries to use, reasonable best efforts to maintain the effectiveness of the Debt Commitment Letter until the transactions contemplated by this Agreement, including the Merger, are consummated. Notwithstanding anything contained in this Section 6.14(c) or in any other provision of this Agreement, in no event shall Parent or Sub be required (y) to amend or waive any of the terms or conditions of this Agreement or (z) to consummate the Closing any earlie

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger Parent has delivered to the Purchaser Company (i) a true, correct and complete copy, as of the date of this Agreement, of an executed commitment letter (together with all annexes, exhibits and schedules thereto, the “Highly Confident Debt Commitment Letter”), evaluating dated as of the feasibility date of a financing this Agreement, by and among Holdings, Citigroup Global Markets Inc., Credit Suisse AG, Cayman Islands Branch, and Credit Suisse Securities (USA) LLC, and (ii) redacted copies of up to $375,000,000 on the terms and conditions described therein each executed fee letter (the “Loan FinancingDebt Fee Letters”), dated as of the date of this Agreement, among Holdings and any Financing Source (with the fee letters customarily redacted with respect to fee amounts, pricing caps and other economic terms (other than covenants), and none of the redacted provisions would adversely affect the availability of the Debt Financing or allow the Financing Sources to reduce the amount of funding to be provided under the Financing Documents or the conditions on which such funding is available except as permitted under Section 5.11(b) (the Debt Commitment Letter, including all exhibits, schedules and annexes thereto, and the Debt Fee Letters executed in connection therewith, the “Debt Financing Documents”) pursuant to finance the transactions contemplated by this Agreement which Citigroup Global Markets Inc. and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedCredit Suisse AG, Cayman Islands Branch have committed to provide, subject to the terms and conditions expressed therein; , debt financing in the aggregate principal amount set forth therein as of the Closing Date for the purposes of financing the Transactions (including the Cash Consideration), related fees and expenses, and such other purposes as are set forth therein (b) a letter dated June 12, 2014 from a potential investor (the “Equity collectively with any Alternative Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financingpermitted by Section 5.11(e), the “Debt Financing”) ). As of the date of this Agreement, the Debt Financing Documents are in full force and effect and have not been amended, restated, supplemented or otherwise modified, no such amendment, restatement, supplement or modification is contemplated and the commitments contained therein have not been withdrawn, rescinded, amended, restated, supplemented or otherwise modified in any respect. As of the date of this Agreement, each of the Debt Financing Documents, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Holdings, enforceable against Holdings in accordance with its terms, and, to the Knowledge of Parent, the other parties thereto, except as may be limited by the Bankruptcy and Equity Exceptions. Holdings has fully paid or caused to be fully paid any and all commitment fees and other fees in connection with the transactions Debt Financing Documents that are payable on or prior to the date of this Agreement. Subject to the terms and conditions of the Debt Financing Documents and this Agreement, and assuming (w) no breach by the Company of its representations and warranties and/or obligations, in either case, such that the closing conditions set forth in Section 6.2 would fail to be satisfied, (x) compliance by the Company with Section 5.11(f), (y) the satisfaction of the conditions set forth in Section 6.1 and (z) the funding of the Debt Financing in accordance with the terms of the Debt Financing Documents, the net proceeds contemplated by the Debt Financing will (and, in the case of an Alternative Funding Election, together with cash and cash equivalents available to Parent and committed credit facilities in the aggregate, will) be sufficient for Merger Sub, Merger Sub LLC, the First-Step Surviving Company and the Surviving Company to consummate the Transactions upon the terms contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms associated therewith, including payment of all amounts under Article II of this Agreement and any repayment or refinancing of any outstanding debt contemplated by this Agreement (to the extent required by, and pursuant to the terms of, this Agreement). The Purchaser As of the date of this Agreement, Parent has no reason to believe that it (x) Holdings will be unable to satisfy on a timely basis any term or condition to the funding of the full amount of the Debt Financing on or prior to the Closing Date contained in any Debt Financing Document, (y) the Debt Financing will not be able to complete fully funded by the Financing Sources made available to Holdings on or prior to the Closing Date, and (z) any of the Financing Sources will not perform its obligations under any Debt Financing Document. 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 failure to satisfy a condition precedent or result in any portion of the Debt Financing to become unavailable, or a default or breach, in each case on the terms and conditions outlined part of Holdings under any term or condition of any Debt Financing Document. Except as expressly set forth in the Highly Confident Letter and the Equity Debt Financing LetterDocuments, subject to the terms and conditions expressed therein and the satisfaction of the there are no (i) conditions precedent to the Purchaserfunding of the full amount of the Debt Financing; or (ii) side letters or other agreements or arrangements relating to the Debt Financing to which Parent or any Parent Subsidiary is a party. Parent is unaware of any fact or occurrence existing on the date hereof that would reasonably be expected to cause any material provision of any Debt Financing Document to be ineffective. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent, Holdings, Merger Sub and Merger Sub LLC acknowledge and agree that their obligations hereunder are not subject to any conditions regarding Parent’s, Holdings’, Merger Sub’s, Merger Sub LLC’s obligation or any other Person’s ability to consummate obtain financing for the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofconsummation of the Transactions.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) Parent affirms that it is not a proposal condition to the Closing or to any of its other obligations under this Agreement that Parent obtain financing for, or related to, any of the Transactions. As of the date hereof, Parent has delivered to the Company true, complete and fully executed copies of (i) a debt commitment letter (including all related exhibits, schedules, annexes, supplements and term sheet dated June 24sheets thereto, 2014 from its prospective financing arranger and including any related fee letter (subject, in either case, to redaction of all “market flex”, pricing terms, pricing caps and other commercially sensitive or economic terms; provided that Parent represents and warrants that the market flex and any other redacted provisions in such fee letter do not require the imposition of (or otherwise impose) any new conditions (or modification or expansion of any existing conditions) in the debt commitment letter or to the Purchaser consummation of the Debt Financing), as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time after the date hereof in compliance with Section 8.09, the “Debt Commitment Letters”) from the Debt Financing Sources party thereto, confirming their respective commitments to provide, upon the terms and subject to the conditions thereto, Parent with debt financing in connection with the Transactions in the amount set forth in the Debt Commitment Letters (the “Highly Confident LetterDebt Financing”), evaluating the feasibility of ) and (ii) a financing of up to $375,000,000 on the terms and conditions described therein commitment letter (the “Loan FinancingEquity Commitment Letter” and together with the Debt Commitment Letters, the “Financing Commitment Letters”) to finance from the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedSponsors confirming their commitment, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide Parent with equity financing in connection with the Transactions in the amount set forth therein (the “Equity Financing,” and together with the Loan Debt Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereof).

Financing. The Purchaser Parent has provided delivered to the Seller a Company true, correct, complete and correct copy executed copies of (ai) a proposal letter and term sheet the debt commitment letter, dated June 24March 3, 2014 from its prospective financing arranger to the Purchaser 2009 (the “Highly Confident Debt Commitment Letter”)) with Comerica Bank to provide debt financing and (ii) the commitment letter, evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein dated March 4, 2009 (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Investor Commitment Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan FinancingDebt Commitment Letter, the “FinancingCommitment Letters”) from General Atlantic Partners 86, L.P. (“Investor”) to provide equity and debt financing. As of the date hereof, none of the Commitment Letters has been amended or modified, and none of the respective commitments contained in connection with the transactions Commitment Letters has been withdrawn, terminated or rescinded in whole or in part. As of the date hereof, the Investor Commitment Letter is in full force and effect and, to the Knowledge of Parent, the Debt Commitment Letter is in full force and effect. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount provided for in the Commitment Letters other than as specified in the Commitment Letters. Assuming the accuracy of the representations and warranties of the Company contained herein, as of the date hereof, neither Parent nor Merger Sub reasonably expects any of the conditions set forth in the Commitment Letters will not be satisfied. The aggregate proceeds contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection Commitments, together with the Loan Financing. Subject other funds to its terms and conditions, the Financing, if and when fundedwhich Parent and/or Merger Sub have immediate access, will provide be sufficient for Parent and/or Merger Sub to (a) pay the Purchaser with acquisition financing on Merger Consideration and the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon of Parent and Merger Sub related to the Closing on Merger and (b) pay fees and expenses related to the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined financings provided for in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofCommitment Letters.

Financing. The Purchaser (a) Parent has provided to the Seller a Company the true and complete and correct copy copies of (ai) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser equity commitment letters (the “Highly Confident LetterEquity Commitment Letters”), evaluating dated as of the feasibility date of a financing of up to $375,000,000 on the terms this Agreement, from M▇. ▇▇▇▇ ▇▇, Uranus Connection Limited, Oriental Power Holdings Limited, Alibaba Pictures Group Limited and conditions described therein Mr. Zhanshan XIE (collectively, the “Loan FinancingEquity Financing Commitments”) ), pursuant to finance which M▇. ▇▇▇▇ ▇▇, Uranus Connection Limited, Oriental Power Holdings Limited, Alibaba Pictures Group Limited and Mr. Zhanshan XIE have committed to purchase, or cause the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedpurchase of, for cash, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (equity securities of Parent up to the “Equity Financing Letter”) expressing an intent to provide equity financing aggregate amount set forth therein (the “Equity Financing,”), and (ii) the Support Agreement (the “Rollover Securities” and section under the Support Agreement, together with the Loan FinancingEquity Financing Commitments, the “Financing Commitments”). The transactions contemplated under the “Rollover Securities” section of the Support Agreement, together with the Equity Financing, are collectively referred to as “Financing”. (b) The Financing Commitments are in connection full force and effect as of the date hereof and are the legal, valid and binding obligations of Parent and Merger Sub and of the other parties thereto in accordance with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letterthereof, subject to the Bankruptcy and Equity Exception. Assuming (A) the Equity Financing Commitments are funded in accordance with the Equity Financing Commitments, (B) the contributions contemplated by the Support Agreement are made in accordance with the terms of the Support Agreement, and conditions expressed therein and (C) the satisfaction of the conditions precedent to the Purchaser’s obligation obligations of Parent and Merger to consummate the transactions contemplated hereby Merger as specified set forth in Sections Section 7.1 and Section 7.2 hereofor waiver of such conditions, Parent and Merger Sub will have at and after the Closing funds sufficient for the payment to the Paying Agent of the aggregate amount of the Exchange Fund and any other amounts required to be paid in connection with the consummation of the Merger and the other Transactions. The obligations of the financing sources to fund the commitments under the Financing Commitments are not subject to any contractual conditions other than as set forth in the Financing Commitments. As of the date of this Agreement, (i) none of the Financing Commitments has been amended or modified, and none of the respective commitments contained in the Financing Commitments have been withdrawn or rescinded, (ii) the Financing Commitments are in full force and effect, and (iii) no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Financing Commitments by Parent or Merger Sub. As of the date of this Agreement, neither Parent nor Merger Sub has 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 at the Effective Time. The parties hereto agree that it shall not be a condition to Closing for Parent or Merger Sub to obtain the Financing or the Alternative Financing (as defined below).

Financing. The Purchaser Parent has provided delivered to the Seller a Company true, correct and complete and correct copy copies, dated as of the date of this Agreement, of (ai) a proposal an executed commitment letter and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Equity Funding Letter”)) from H.I.G. Bayside Debt & LBO Fund II, evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein L.P. (the “Loan FinancingEquity Provider”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedprovide, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing in the aggregate amount set forth therein to Parent for the purpose of funding the Transactions (being referred to as the “Equity Financing,”) and (ii) an executed commitment letter and redacted forms of fee letters from the financial institutions identified therein (the “Debt Commitment Letter” and, together with the Equity Funding Letter, the “Financing Letters”) to provide, subject to the terms and conditions therein, debt financing in an aggregate amount set forth therein to Merger Sub in an amount sufficient to fund the Transactions (being collectively referred to as the “Debt Financing”, and together with the Loan Financing, Equity Financing collectively referred to as the “Financing”) ). As of the date hereof, each of the Financing Letters is in full force and effect and neither the Equity Funding Letter nor the Debt Commitment Letter has been amended or modified and the respective commitments contained in such letters have not been withdrawn or rescinded in any respect. Each of the Financing Letters is a legal, valid and binding obligation of Merger Sub, Parent and the Equity Provider and, to the knowledge of Parent as of the date hereof, the other parties thereto. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the transactions Equity Funding Letter and the Debt Commitment Letter that are payable on or prior to the date hereof. Assuming (i) the satisfaction of the Offer Conditions and the conditions to Parent’s obligation to consummate the Merger and (ii) the Financing is funded in accordance with the Equity Funding Letter and the Debt Commitment Letter, as applicable, as of the date hereof, the net proceeds contemplated by the Equity Funding Letter and Debt Commitment Letter will, together with the Company cash, in the aggregate be sufficient for Merger Sub and the Surviving Corporation (x) to pay the aggregate Offer Price, Merger Consideration and Designated Consideration (and any repayment or refinancing of debt contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditionsAgreement, the FinancingEquity Funding Letter or the Debt Commitment Letter), if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon and to provide the Company and its Subsidiaries with the amount of cash required by the Debt Commitment Letter to be held by the Company and its subsidiaries at the Closing and (y) also assuming (1) the accuracy in all material respects of the representations and warranties set forth in Article IV (without giving effect to any materiality or “Material Adverse Effect” qualifications) and (2) performance by the Company of its obligations under Section 6.1 in all material respects, to pay any other amounts required to be paid in connection with the consummation of the Transactions. 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 terms contemplated by part of Parent or Merger Sub under the Equity Funding Letter or the Debt Commitment Letter; provided, however, that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article IV. As of the date of this Agreement. The Purchaser has no , Parent does not have any reason to believe that it any of the conditions to the Financing will not be able to complete satisfied or that the Financing will not be available to Parent or Merger Sub on the terms and conditions outlined in date of the Highly Confident Letter Offer Closing and the Equity Financing LetterClosing; provided, subject however, that Parent is not making any representation regarding the accuracy of the representations and warranties set forth in Article IV, or compliance by the Company of its obligations hereunder. As of the date hereof, there are no side letters or other Contracts relating to the terms and conditions expressed therein and Financing Letters to which Parent or Merger Sub is a party that could affect the satisfaction timing of the Closing or the availability of the funding in full of the Financing at the Closing. The Financing Letters contains all of the conditions precedent to the Purchaser’s obligation obligations of the parties thereunder to consummate make the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofFinancing available to Parent on the terms therein.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24At the Closing, 2014 from its prospective financing arranger to assuming the Purchaser (the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on Financing is funded in accordance with the terms and conditions described therein of the Debt Commitment Letter and Equity Commitment Letters, Purchaser shall have the financial capability and sufficient unrestricted funds available (through cash on hand, unrestricted cash available to them under the “Loan Financing”Financing or otherwise) necessary to finance consummate the transactions contemplated by this Agreement on the terms and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms conditions set forth herein, including to enable them to make all payments under Section 2.2 [(Purchase Price; Delivery of Funds; Payment of Indebtedness)], pay all other amounts to be paid or repaid by Purchaser under this Agreement (whether payable on or after the Closing) and, pay all of Purchaser’s and conditions expressed therein; its Affiliates’ fees and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection expenses associated with the transactions contemplated by this Agreement if necessary depending (including under the Financing). The obligations of Purchaser under this Agreement are not contingent on the amount availability of available cash and funding the Purchaser obtains in connection financing. Concurrently with the Loan execution of this Agreement, Purchaser has delivered to the Company correct and complete copies (expressly subject to the confidentiality obligations set forth in Section 6.2) of (i) an executed equity commitment letter addressed to Purchaser, dated as of the date hereof (the “Equity Commitment Letter”), from the Guarantors to provide equity financing in accordance with the terms of the Equity Commitment Letter (the “Equity Financing. Subject ”) and (ii) an executed debt commitment letter and each executed fee letter and, if applicable, engagement letter associated therewith (provided, that provisions in the fee or engagement letter related solely to its fees, pricing economic terms and conditionseconomic portions of the “market flex” provisions agreed to by the parties may be redacted in a customary manner (none of which redacted provisions adversely affect the availability of, or impose additional restrictions on the availability of, the Debt Financing)), dated as of the date hereof (such commitment letter(s), including all exhibits, schedules, annexes, supplements and amendments thereto and each such fee letter and engagement letter, collectively, the “Debt Commitment Letter”), providing the terms and conditions upon which the Debt Financing Sources have committed to provide debt financing in accordance with the terms of the Debt Commitment Letter (the “Debt Financing”, and together with the Equity Financing, if the “Financing”). Each of the Company and when fundedSeller is an express third-party beneficiary of the Equity Commitment Letter as specified therein. The Equity Commitment Letter in the form so delivered is, will and the Debt Commitment Letter in the form so delivered is (as to Purchaser and, to the Knowledge of Purchaser, the other parties thereto), valid and in full force and effect, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). As of the date hereof, the commitments with respect to the Debt Commitment Letter and the Equity Commitment Letter have not been withdrawn, terminated or otherwise amended or modified in any respect (subject to any applicable “flex” provisions under the Debt Commitment Letter or related fee letter (which, in any event, do not add or increase any conditions to availability of the applicable Financing)) and no withdrawal, termination, amendment or modification is contemplated or pending, and no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to, constitute a default or breach on the part of Purchaser, the Guarantors, their respective Affiliates, or, to the Knowledge of Purchaser, any other Person, under any term or condition of the Equity Commitment Letter or the Debt Commitment Letter. As of the date hereof, the Equity Commitment Letter and the Debt Commitment Letter (together with any fee letter and/or engagement letter referred to therein) constitute the entire and complete agreement between the parties thereto with respect to the financings contemplated thereby, and, except as set forth, described or provided for in the Equity Commitment Letter and the Debt Commitment Letter (subject to any applicable “flex” provisions under the Debt Commitment Letter or related fee letter (which, in any event, do not add or increase any conditions to the funding of the applicable Financing)), (x) there are no (A) conditions precedent to the obligations of the Guarantors to fund the Equity Financing, or (B) conditions precedent to the respective obligations of the Debt Financing Sources to provide the Purchaser with acquisition financing on the Closing Date sufficient to pay Debt Financing, and (y) there are no contractual contingencies or other provisions under any agreement (including any side letters) relating to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms transactions contemplated by this AgreementAgreement (or otherwise) to which Purchaser or any of its Affiliates is a party that would permit the Guarantors or any of the Debt Financing Sources to reduce the total amount of the Equity Financing or the Debt Financing, respectively, or impose any additional condition precedent to the availability of the Equity Financing or the Debt Financing, respectively. The As of the date hereof, assuming the satisfaction in full of the closing conditions set forth in Section 7.1 [(Conditions to the Obligations of Each Party)] and Section 7.2 [(Conditions to the Obligations of Purchaser)], Purchaser has no reason to believe that it any of the conditions to the Financing will not be able to complete satisfied on a timely basis or that the funding contemplated in the Financing will not be made available to Purchaser on the terms and conditions outlined a timely basis in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation order to consummate the transactions contemplated hereby by this Agreement. Purchaser has fully paid any and all commitment fees, if any, or other fees required by the Equity Commitment Letter and the Debt Commitment Letter to be paid as specified of the date hereof. The aggregate proceeds of the Financing, when funded in Sections 7.1 accordance with the Equity Commitment Letter and 7.2 the Debt Commitment Letter, will provide financing to Purchaser, together with any other sources of immediately available unrestricted funds that are accessible by Purchaser, sufficient to pay all amounts to be paid by Purchaser at the Closing, and all of Purchaser’s and its Affiliates’ fees and expenses associated with the transactions contemplated by this Agreement. None of Purchaser or any of its Subsidiaries or Affiliates (for purposes of this Section 5.6, Affiliates shall be deemed to include each direct or indirect investor in Purchaser) have entered into any Contract at the direction or on behalf of such Person prior to the date hereof prohibiting or seeking to prohibit any bank or investment bank or other potential provider of debt financing, from providing or seeking to provide debt financing or financial advisory services to any person in connection with a transaction relating to the Company or the Company Subsidiaries in connection with the transactions contemplated hereby. (b) Concurrently with the execution of this Agreement, Purchaser has delivered the duly executed Guarantee to Seller and the Company. The execution, delivery and performance by the Guarantors of the Guarantee have been duly and validly authorized by all necessary limited partnership, corporate or other similar action. The Guarantee is in full force and effect and is a legal, valid and binding obligation of the Guarantors, enforceable against the Guarantors in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditor’s right generally, and by general equitable principles). The obligations and commitments contained in the Guarantee have not been withdrawn or rescinded in any respect and as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or violation of, or default under, the Guarantee.

Financing. The (a) Purchaser has provided delivered to the Seller a complete and correct copy copies of one or more executed debt commitment letters, including all annexes, exhibits and schedules thereto (a) a proposal letter and term sheet dated June 24as may be amended, 2014 from its prospective financing arranger to the Purchaser (restated, supplemented, modified, replaced or substituted not in violation of Section 6.8, collectively, the “Highly Confident LetterDebt Financing Commitment”), evaluating pursuant to which the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedDebt Financing Sources party thereto have committed, subject to the terms and conditions expressed set forth therein; , to provide the debt financing to Purchaser in the cash amounts set forth therein with respect to each such Debt Financing Source for purposes (among others) of consummating the Transactions (the “Debt Financing”). A true and complete copy of any fee letter related to the Debt Financing Commitment (each, a “Fee Letter”), subject, in the case of each such Fee Letter, to redaction solely of amounts, financial, dollar and ratio terms (including related dates), “price flex” and other economic provisions that are redacted therein, has been provided to Seller. (b) a letter dated June 12, 2014 from a potential investor (As of the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financingdate of this Agreement, the “Financing”) Debt Financing Commitment has not been amended or modified in connection any material respect and the respective commitments contained therein have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitment is in full force and effect and constitute valid and binding obligations of Purchaser and, to the knowledge of Purchaser, each other party thereto and are enforceable against each of them in accordance with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its their respective terms and conditions, except as such enforceability (i) may be limited by the FinancingEnforceability Exception; and (ii) is subject to general principles of equity. (c) There are no conditions precedent to the funding of the Debt Financing in the aggregate amount contemplated by the Debt Financing Commitment other than as expressly set forth in the Debt Financing Commitment and any Fee Letters. (d) As of the date of this Agreement: (i) no event has occurred that, if and when fundedwith notice or lapse of time or both, will provide would reasonably be expected to result in a material breach or default of the Purchaser with acquisition financing Debt Financing Commitment on the Closing Date sufficient to pay to part of Purchaser; and (ii) assuming the accuracy of the representations and warranties of Seller set forth in this Agreement in all material respects and the Purchase Price and to pay performance by Seller of the covenants contained in this Agreement in all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The material respects, Purchaser has no reason to believe that any of the conditions to be satisfied by it in the Debt Financing Commitment will fail to be timely satisfied, nor does Purchaser have any knowledge that the full amount of the Debt Financing will not be able to complete funded at the Financing on Closing. (e) Purchaser has fully paid any and all commitment fees or other fees required by the terms of the Debt Financing Commitment to be paid on or before the date of this Agreement. (f) Assuming (i) the Debt Financing is funded in accordance with the Debt Financing Commitment, (ii) the accuracy of the representations and conditions outlined warranties of Seller set forth in this Agreement in all material respects, and (iii) the Highly Confident Letter performance by Seller and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction Company of the conditions precedent covenants contained in this Agreement in all material respects, the aggregate proceeds contemplated by the Debt Financing Commitment, together with other sources of cash available to Purchaser and its Affiliates, will provide Purchaser with sufficient cash proceeds to pay the Purchaser’s obligation to consummate Estimated Purchase Price and payment of any related fees and expenses payable by Purchaser hereunder (collectively, the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereof“Financing Purposes”).

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter Purchasers shall use their commercially reasonable efforts to arrange and term sheet dated June 24, 2014 from its prospective financing arranger to obtain the Purchaser (the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 Debt Financing on the terms and conditions described therein in the Debt Financing Commitments (including any flex provisions applicable thereto) (provided, that Purchasers may amend or replace the “Loan Debt Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed a Debt Financing Commitment as of the date hereof), including using commercially reasonable efforts to (A) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Financing Commitments, (B) satisfy on a timely basis all conditions and covenants applicable to Purchasers in the Debt Financing Commitments that are within their control (or obtain the waiver of conditions applicable to Purchasers contained in the Debt Financing Commitments) in order to obtain the Debt Financing at Closing, (C) draw down upon and consummate the Financing contemplated by the Debt Financing Commitments at or prior to the Closing, and (D) fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Financing Commitment as and when they become due. Subject to the following sentence, Purchasers shall maintain in full force and effect the Debt Financing Commitments in accordance with their terms until the earlier of the consummation of the Transactions or the valid termination of this Agreement in accordance with its terms (provided, that such date is no later than the termination or expiration date set forth in the Debt Financing Commitments). Purchasers shall have the right from time to time to (x) amend, replace, supplement or otherwise modify, or waive any of its rights under, the Debt Financing Commitments, (y) substitute other debt or equity financing for all or any portion of the Debt Financing from the same and/or alternative Debt Financing Sources and/or (z) reduce the amount of Debt Financing under the Debt Financing Commitments in its reasonable discretion; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Debt Financing Commitments that amends the Debt Financing”, and/or substitution of all or any portion of the Debt Financing, and/or reduction in the amount of Debt Financing shall not, without the prior written consent of Seller, (1) expand, amend, modify or add to finance the conditions precedent to the Debt Financing as set forth in the Debt Financing Commitments in any respect that would make such conditions materially less likely to be satisfied by the Closing Date, (2) adversely affect the ability of Purchasers to enforce their rights against other parties to the Debt Financing Commitment, or the definitive documentation governing the Debt Financing as so amended, replaced, supplemented or otherwise modified, relative to the ability of Purchasers to enforce their rights against such other parties to the Debt Financing Commitment and any related fee letter as in effect on the date hereof, (3) affect Purchasers’ ability to consummate the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to on the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on or (4) prevent or materially impede or materially delay the consummation of the Acquisition and the other Transactions or otherwise make materially less likely to occur the funding of the Debt Financing; provided, further, that Purchasers shall not reduce the Debt Financing to an amount committed below the amount that is required, together with other financial resources of Purchasers, including amounts available under the Equity Financing Commitments, cash, cash equivalents and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditionsmarketable securities of Purchasers, the Financing, if Company and when funded, will provide the Purchaser with acquisition financing Company’s Subsidiaries on the Closing Date sufficient Date, to pay to consummate the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing Acquisition on the terms contemplated by this Agreement. The For the avoidance of doubt, the syndication of the Debt Financing to the extent permitted by the Debt Financing Commitments shall not be deemed to violate Purchasers’ obligations under this Agreement. Purchasers shall give the Company and Seller prompt (in no event more than five (5) Business Days) written notice: (1) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to any Financing Commitments or definitive document related to the Financing of which a Purchaser has no obtains actual knowledge; (2) of the receipt of any written notice or other written communication from any Person with respect to any actual or potential breach, default, termination, or repudiation by any party to any Financing Commitments or any definitive document related to the Financing or any provisions of the Financing Commitments or any definitive document related to the Financing; and (3) if for any reason to Purchasers believe in good faith that it they will not be able to obtain all or any portion of the Financing on substantially the terms contemplated by the Financing Commitments or the definitive documents related to the Financing. Purchasers shall promptly provide to the Company (but in any event within five (5) Business Days upon receipt of any information related thereto) any information relating to any circumstance referred to in clause (1), (2) or (3) of the immediately preceding sentence. (b) In the event any portion of the Debt Financing becomes unavailable on the terms and conditions (including the flex provisions) contemplated in the Debt Financing Commitments, Purchasers shall promptly notify Seller and shall use their commercially reasonable efforts to arrange to obtain alternative debt financing (the “Alternative Financing”) from alternative sources on terms not less favorable to Purchasers (as determined in the reasonable judgment of Purchasers, taking into account the flex provisions set forth in the Debt Financing Commitments), in an amount sufficient to consummate the Transactions promptly following the occurrence of such event and if Purchasers proceed with any Alternative Financing, Purchasers will be subject to the same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the Debt Financing. Purchasers shall promptly deliver to Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Purchasers with any portion of the Debt Financing; provided, that any fee letter may be redacted in a customary way as to economic and “flex” provisions. (c) Purchasers shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replace, any Equity Financing Commitments without the consent of Seller. Purchasers shall use 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 arrange the Equity Financing on the terms and conditions outlined described in the Highly Confident Letter and the Equity Financing LetterCommitments, subject including using commercially reasonable efforts to (i) maintain in effect the Equity Financing Commitments and (ii) satisfy on a timely basis all conditions within its control applicable to Purchasers to obtaining the Equity Financing set forth in the Equity Financing Commitments. In the event that all conditions to the Equity Financing Commitments have been satisfied in Purchasers’ good faith judgment, Purchasers shall use commercially reasonable efforts to cause the Investors to fund on the Closing Date the Equity Financing required to consummate the Closing. Purchasers shall not, and shall not permit any of their Subsidiaries to, take any action not otherwise required or expressly permitted under this Agreement that is a breach of, or would result in termination of, the Equity Financing Commitment. Purchasers shall give Seller prompt written notice of any material breach by any party to any Equity Financing Commitment, of which Purchasers become aware, or any termination of any Equity Financing Commitment or unavailability of any portion of the Equity Financing. Purchasers shall keep the Company fully informed on a current basis of the status of its efforts to arrange the Equity Financing including any alternative or replacement financing therefor. (d) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.06 or elsewhere in this Agreement shall require, and in no event shall the “commercially reasonable efforts” of Purchasers be deemed or construed to require, Purchasers to bring (A) any Action against any source of any Debt Financing to enforce its respective rights under the Financing Commitments, (B) seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the Equity Financing Commitments, (C) seek or accept Debt Financing on terms less favorable than the terms and conditions expressed described in the Debt Financing Commitments (including the exercise of flex provisions) or (D) pay any fees in excess of those contemplated by the Financing Commitments (whether to secure a waiver of any conditions contained therein or otherwise). (e) For purposes of this Agreement, references to “Financing” shall include the financing contemplated by the Financing Commitments as permitted to be amended, modified, replaced, supplemented or substituted by this Section 5.06 and the satisfaction of the conditions precedent references to the Purchaser’s obligation “Financing Commitments” or “Debt Financing Commitments” shall include such documents as permitted to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofbe amended, modified, replaced, supplemented or substituted by this Section 5.06.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) Each of Parent and Merger Subsidiary affirms that it is not a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger condition to the Purchaser Closing or to any of its other obligations under this Agreement that the Parent and Merger Subsidiary obtain financing for, or related to, any of the Transactions. (b) Parent has delivered to the Company (i) a true and complete copy of a fully executed commitment letter (the “Highly Confident Equity Commitment Letter”) from Sun Capital Partners VII, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), evaluating pursuant to which the feasibility of a financing of up Sponsor has committed to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedprovide, subject to the terms and conditions expressed set forth therein; and (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide Parent with equity financing in the amount set forth therein in connection with the Transactions (the “Equity Financing,” ”) and together of which the Company is an express limited third-party beneficiary and (ii) a true and complete copy of a fully executed commitment letter (including all exhibits, annexes, schedules, and term sheets attached thereto or contemplated thereby, but in each case, as such may be redacted solely with respect to the Loan fee amounts and other economic terms set forth therein, in each case, which do not affect the conditionality, enforceability, termination or aggregate principal amount of the Debt Financing), dated on or about the date hereof (collectively, the “Debt Commitment Letter”), pursuant to which the financial institutions party thereto have committed to provide debt financing to Parent in the amounts set forth therein (collectively, the “Debt Financing”). There are no side letters or other agreements, contracts, arrangements or understandings (written or oral) between Parent and Merger Subsidiary and their financing sources related to conditions to the funding of the Financing, other than as expressly set forth in the Financing Commitment Letters. (c) As of the date hereof, (i) the Financing Commitment Letters are in full force and effect and are valid and binding obligations of Parent or Merger Subsidiary, as applicable, 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), and (ii) the Financing Commitment Letters have not been amended or modified in any respect, the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, and no such withdrawal, rescission, or modification is presently contemplated by Parent or the Merger Subsidiary or, to the knowledge of Parent, by the other parties thereto. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a material default or material breach on the part of Parent or Merger Subsidiary under the Financing Commitment Letters (it being understood that Parent and Merger Subsidiary are not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties in ARTICLE 4 or the Company’s compliance hereunder). There are no conditions precedent to the funding of the full amount of the Financing other than the conditions precedent set forth in the Financing Commitment Letters, and Parent has no reason to believe that the Financing will not be made available to Parent on the date of the Closing, and as of the date hereof, Parent is unaware of any fact or occurrence existing on the date hereof that would reasonably be expected to cause the Financing Commitment Letters to be ineffective. Assuming the satisfaction of the conditions set forth in Section 9.1 and Section 9.2 of this Agreement and subject to the terms and conditions of the Financing Commitment Letter, the net proceeds of the Financing are in an amount sufficient (i) to consummate the Merger upon the terms contemplated by this Agreement, (ii) to make all payments required by this Agreement to be made in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash Closing, and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and (iii) to pay all related fees and expenses due upon of Parent, Merger Subsidiary and their respective Representatives, in the case of each of the foregoing clauses (i) through (iii), to the extent required to be paid at the Closing on pursuant to, and in accordance with, this Agreement (collectively, the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereof“Required Amount”).

Financing. The Purchaser Buyer has provided delivered to the Seller a Archaea true, correct and complete and correct copy copies of (ai) a proposal letter each of the Subscription Agreements entered into by the Buyer with the PIPE Investors and term sheet (ii) an executed debt commitment letter, dated June 24as of the Execution Date (including all exhibits, 2014 schedules and annexes thereto, collectively, as amended, the “Debt Commitment Letter”, and together with the Subscription Agreements and Forward Purchase Agreement, the “Commitment Letters”), from its prospective financing arranger to the Purchaser Debt Financing Sources and all fee letters associated therewith (the “Highly Confident Fee Letter”), evaluating ) (provided that provisions in the feasibility of a financing of up fee letters related solely to $375,000,000 on the fees and economic terms and “market flex” provisions agreed to by the parties may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions described therein (on, the “Loan Financing”availability of the Debt Financing at the Closing)) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedprovide, subject to the terms and conditions expressed therein; and , the amount of the financing set forth therein (b) a letter dated June 12, 2014 from a potential investor (being collectively referred to as the “Equity Financing LetterDebt Financing”) expressing an intent to provide equity financing (the “Equity Financing,” , and together with the Loan Equity Financing, the “Financing”) ). To the Knowledge of the Buyer and assuming the accuracy of the representations and warranties of the applicable Debt Financing Sources and Equity Financing Source set forth in connection the Commitment Letters, with respect to the transactions Debt Financing Sources and each Equity Financing Source, as applicable, as of the Execution Date, the Commitment Letters are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, and no withdrawal, termination, amendment or modification is currently contemplated by this any party thereto. Each of the Commitment Letters is Enforceable against the Buyer and, to the Knowledge of the Buyer and assuming the accuracy of the representations and warranties of the applicable Debt Financing Source and Equity Financing Source set forth in the Commitment Letters, each Debt Financing Source and Equity Financing Source. Other than the Fee Letter, there are no other agreements, side letters, or arrangements between the Buyer and (i) Debt Financing Source related to the Debt Financing or (ii) any Equity Financing Source relating to any Subscription Agreement if necessary depending on or the Forward Purchase Agreement. As of the Execution Date, there are no facts or circumstances that (i) would reasonably be expected to constitute a default or a breach of the Commitment Letters by the Buyer or, to Buyer’s Knowledge, the other parties thereto or (ii) to Buyer’s Knowledge, would reasonably be expected to result in any of the conditions set forth in any Commitment Letter not being satisfied, or the aggregate amount of the Financing not being available cash and funding to the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditionsBuyer, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this AgreementDate. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined Except as set forth in the Highly Confident Letter Commitment Letters and the Equity Financing Fee Letter, subject to the terms and conditions expressed therein and the satisfaction of the there are no conditions precedent to the Purchaser’s obligation obligations of the Debt Financing Sources or the Equity Financing Sources to consummate provide the transactions contemplated hereby Financing or any contingencies that would permit the Debt Financing Sources or the Equity Financing Sources, as specified applicable, to reduce the total amount of the Financing (including any condition or other contingency relating to the availability of the Financing pursuant to any “flex” provisions). As of the date of this Agreement, Buyer has paid in Sections 7.1 full any and 7.2 hereofall commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters or Fee Letter on or before the date of this Agreement, and will pay in full any such amounts due on or before the Closing Date.

Financing. The Purchaser Parent has provided delivered to the Seller a Company complete and correct copy copies of (ai) a proposal the executed commitment letter (together with all exhibits, annexes and term sheet schedules, if any), dated June 24as of the date hereof, 2014 from its prospective financing arranger to the Purchaser Sponsor (the “Highly Confident "Equity Commitment Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”") to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedprovide, subject only to the terms and conditions expressed expressly set forth therein; , financing in the aggregate amount set forth therein (the "Equity Financing"), and (bii) a the executed commitment letter (together with all exhibits, annexes and schedules, if any, other than the related Fee Letter), dated June 12as of the date hereof, 2014 from a potential investor General Electric Capital Corporation (the “Equity Financing "GE Debt Commitment Letter”) expressing an intent "), and the executed commitment letter (together with all exhibits, annexes and schedules, if any, other than the related Fee Letter), dated as of the date hereof, from ▇▇▇▇▇ Fargo Bank National Association, as agent and lender and the other lenders party to provide equity financing the Existing Term Loan Agreement (the “Equity Financing,” and "▇▇▇▇▇ Fargo Debt Commitment Letter" and, together with the Loan FinancingGE Debt Commitment Letter, the “Financing”) in connection "Debt Commitment Letter" and, together with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditionsEquity Commitment Letter, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient "Financing Commitments") to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letterprovide, subject only to the terms and conditions expressed expressly set forth therein, debt financing in the aggregate amounts set forth therein (as such amounts of debt financing set forth therein may be modified in accordance with the express terms and conditions of the Debt Commitment Letter in connection with the following alternative financing transactions that the Company and the Company Subsidiaries will be permitted to enter into and consummate as of the Effective Time: (i) the Sycamore Third Lien Facility, (ii) the Real Estate Sale, (iii) the Vendor Financing and (iv) the PLCC Portfolio Sale, as each of the aforementioned terms is defined in the GE Debt Commitment Letter (the aforementioned items (i) through (iv) collectively referred to herein as the "Permissive Debt Financings"); it being acknowledged and agreed by each of Parent and Sub that neither the entry into, nor the consummation of, any of the Permissive Debt Financings is a condition to the receipt of either the original amounts of the debt financing to be provided by the Financing Sources pursuant to the Debt Commitment Letter or the Equity Financing to be provided by Sponsor pursuant to the Equity Commitment Letter; it being further acknowledged and agreed by the Company that, pursuant to and in accordance with Section 7.09, the Company and the Company Subsidiaries shall provide Parent and Sub all reasonably requested cooperation in connection with the arrangement and consummation of the Permissive Debt Financings) (such debt financing, in the aggregate amounts set forth in the Debt Commitment Letter, as such amounts of debt financing set forth therein may be modified in accordance with the express terms and conditions of the Debt Commitment Letter, together with the Permissive Debt Financings collectively referred to herein as the "Debt Financing" and, together with the Equity Financing, the "Financing"). As of the date hereof, none of the Financing Commitments has been amended or modified, no such amendment or modification is presently contemplated, and the respective obligations and commitments contained in such letters have not been withdrawn 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 hereof, and, as of the date hereof, the Financing Commitments are in full force and effect and are the valid, binding and enforceable obligations of Parent and Sub, subject to the Enforceability Exception, and (in the case of the Debt Commitment Letter only, to the knowledge of Parent and Sub) the other parties thereto. Assuming the satisfaction of the conditions to Parent's obligation to consummate the Offer and/or the Merger (as applicable), the net proceeds of the Financing if funded (and applied) in accordance with the Financing Commitments are, in the aggregate, sufficient for Sub and the Surviving Corporation to pay the Offer Price in respect of each share of Company Common Stock validly tendered and accepted for payment in the Offer, the aggregate Merger Consideration, all amounts required to be paid pursuant to Section 3.04, and all fees and expenses directly related to the Debt Financing required to be paid by Parent, Sub and the Surviving Corporation. 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 Sponsor (in the case of Parent and Sponsor, only with respect to the Equity Commitment Letter) under the Financing Commitments or, to the knowledge of Parent and Sub, any other party thereto. Assuming the satisfaction of the conditions to Parent's obligation to consummate the Offer and/or the Merger (as applicable), as of the date of this Agreement, neither Parent nor Sub has any reason to believe that any of the conditions to the Financing cannot be satisfied or that the full amount of the Financing (to the extent required to be available on such date) will not be available to the Surviving Corporation on the date of the Closing. The Financing Commitments contain all of the conditions precedent to the Purchaser’s obligation obligations of the parties thereunder to consummate make the transactions contemplated hereby as specified full amount of the Financing available to Parent on the terms in Sections 7.1 the Financing Commitments. There are no side letters or other agreements, arrangements or understandings (whether written or oral) (other than the Financing Commitments and 7.2 hereofthis Agreement), to which Parent or Sub or any of their Affiliates is a party (or to which Parent or Sub is subject), that could adversely affect (or contain any right or rights to adversely affect or contain any right or rights the exercise of which would (or could reasonably be expected to) adversely affect) the conditionality (whether by expanding any condition or contingency to the effectiveness, receipt or funding thereof, by making any of such conditions or other contingencies less likely to be satisfied or otherwise), enforceability, timing, availability (whether by altering any borrowing base, reserve or otherwise), termination or aggregate principal amount of the financing being made available by any Financing Source pursuant to the applicable Financing Commitment. The Fee Letter(s) (which Parent shall not be required to provide or otherwise make available to the Company) do not contain any terms that could adversely affect (or contain any right or rights to adversely affect or contain any right or rights the exercise of which would (or could reasonably be expected to) adversely affect) the conditionality (whether by expanding any condition or contingency to the effectiveness, receipt or funding thereof, by making any of such conditions or other contingencies less likely to be satisfied or otherwise), enforceability, timing, availability (whether by altering any borrowing base, reserve or otherwise), termination or aggregate principal amount of the debt financing being made available by the Financing Source to which such Fee Letter relates.

Financing. The Purchaser Parent has provided to the Seller a Company true and complete and correct copy copies of (a) a proposal letter fully executed commitment letters dated on or about the date hereof (together with all exhibits, annexes, schedules and term sheet dated June 24sheets attached thereto, 2014 from its prospective financing arranger to the Purchaser (each, an “Equity Funding Letter” and, collectively, the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan FinancingEquity Funding Letters”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedfrom each Guarantor providing for an equity investment in Parent, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (in cash in the “Equity Financing Letter”) expressing an intent to provide equity financing aggregate amounts set forth therein (the “Equity Financing,”) and (b) fully executed commitment letters and Redacted Fee Letters dated on or about the date hereof (together with all exhibits, annexes, schedules and term sheets attached thereto, each a “Debt Commitment Letter” and and, collectively, the “Debt Commitment Letters” and, together with the Loan FinancingEquity Funding Letters, the “FinancingFinancing Letters”) in connection with ), from the transactions contemplated by this Agreement if necessary depending on financial institutions identified therein (the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions“Commitment Parties”), the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letterproviding, subject to the terms and conditions expressed therein, for debt financing, in each case, in the amounts set forth therein (being collectively referred to as the “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 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 terminated 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, to be unavailable or delayed. Subject to the satisfaction of the conditions precedent 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 Purchaser’s obligation 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 contemplated hereby as specified 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 Financing Letter or not to provide the applicable Financing. Assuming (A) the satisfaction of the conditions in Sections 7.1 7.01 and 7.2 7.03 hereof and (B) that the Financing is funded in accordance with the terms of the Financing Letters, 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 will 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 fees as they become due. There are no side letters or other Contracts, arrangements or understandings to which Parent, any Guarantor or any of their respective Affiliates is a party related to the Financing (other than as expressly contained in the Financing Letters and delivered to the Company prior to the date of this Agreement) that would permit the Commitment Parties to reduce the total amount of the Financing, or that would affect the availability or conditionality of the Financing in any material respect.

Financing. The Purchaser Buyer has provided delivered to the Seller a Representative true, complete and correct copy copies of: (i) the executed commitment letter (including the exhibits, annexes and schedules thereto), dated as of (a) a proposal letter and term sheet dated June 24October 29, 2014 from its prospective financing arranger to the Purchaser between Buyer and Hannover Finance, Inc. (the “Highly Confident LetterDebt Financing Commitment”), evaluating the feasibility of a financing of up pursuant to $375,000,000 on which, upon the terms and subject to the conditions described set forth therein, the Person named therein (has agreed to lend the “Loan Financing”) amounts set forth therein to finance PFASC for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”); (ii) the fee letter referenced in the Debt Financing Commitment, dated as of October 29, 2014 between Buyer and expressing Hannover Finance, Inc. (the view that such arranger is “highly confident” Fee Letter”) (except that the financing described therein can be accomplishedfee amounts, subject to pricing caps and other economic terms set forth therein, none of which could adversely affect the terms and conditions expressed thereinconditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing, have been redacted from the Fee Letter); and (biii) a letter the executed equity commitment letter, dated June 12as of October 29, 2014 from a potential investor among Buyer and the parties identified as “Blackstone Funds” therein (the “Equity Financing LetterCommitment” and together with the Debt Financing Commitment, the “Financing Commitments”) expressing an intent ), pursuant to provide equity financing which, upon the terms and subject to the conditions set forth therein, the Persons named therein have committed to invest the cash amount in Buyer set forth in its Equity Financing Commitment (the “Equity Financing,” and together with the Loan Debt Financing, the “Financing”) ). None of the Financing Commitments have been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in connection the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. There are no other side letters, Contracts or arrangements to which Buyer or any of its Affiliates is a party relating to any of the Financing Commitments. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of Buyer and, to the Knowledge of Buyer, the other parties thereto, subject to the Enforceability Exceptions. Other than as expressly set forth in the Debt Financing Commitment and the Fee Letter, with respect to the transactions Debt Financing, or in the Equity Financing Commitment, with respect to the Equity Financing, there are no conditions precedent related to the funding of the full net proceeds of the Financing. Assuming the accuracy in all material respects of the representations and warranties set forth in Article II and Article III and satisfaction of all conditions set forth in Section 7.1 and Section 7.2 as of the Closing Date, upon receipt of the proceeds contemplated by the Financing Commitments, Buyer will have access on the Closing Date to sufficient cash funds to pay all amounts contemplated by this Agreement if necessary depending on to be paid by it at the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditionsClosing (including, without limitation, the Financing, if Closing Cash Consideration and when funded, will provide the Purchaser with acquisition financing on full and final payment of the Closing Date sufficient to pay to the Seller the Purchase Price RGA Indebtedness) and to pay all related fees of Buyer and expenses due upon to perform its obligations hereunder. As of the Closing date hereof, no event has occurred that (with or without notice or lapse of time or both) would or would reasonably be expected to constitute a breach or default or failure to satisfy a condition precedent by Buyer under the Financing Commitments, or, to the Knowledge of Buyer, the other parties to the Financing Commitments. Buyer has fully paid or caused to be fully paid all commitment fees or other fees required to be paid on or prior to the terms contemplated by this Agreementdate hereof pursuant to the Financing Commitments. The Purchaser has no As of the date hereof, Buyer does not have any reason to believe that it will not be able or any of the other parties to complete the Financing Commitments will be unable to satisfy on a timely basis (taking into account the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and anticipated timing of the satisfaction of the condition set forth in Section 7.1(b)) any term or condition of the Financing Commitments required to be satisfied by it or such other party, that the conditions precedent thereof will not otherwise be satisfied or that the full amount of the Financing will not be available on the Closing Date. Without limiting Section 11.10, in no event shall the receipt or availability of any funds or financing (including, for avoidance of doubt, the Financing) by or to Buyer or any of its Affiliates or any other financing transaction be a condition to the PurchaserBuyer’s obligation to consummate the transactions contemplated hereby as specified acquisition in Sections 7.1 and 7.2 hereofaccordance with the terms of this Agreement.

Financing. The Purchaser Parent has provided to the Seller a Company true and complete and correct copy copies of (a) a proposal letter fully executed commitment letters dated on or aboutprior to the date hereof (together with all exhibits, annexes, schedules and term sheet dated June 24sheets attached thereto, 2014 from its prospective financing arranger to the Purchaser (each, an “Equity Funding Letter” and, collectively, the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan FinancingEquity Funding Letters”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedfrom each Guarantor providing for an equity investment in Parent, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (in cash in the “Equity Financing Letter”) expressing an intent to provide equity financing aggregate amounts set forth therein (the “Equity Financing,”) and (b) fully executed commitment letters and Redacted Fee Letters dated on or aboutprior to the date hereof (together with all exhibits, annexes, schedules and term sheets attached thereto, each a “Debt Commitment Letter” and and, collectively, the “Debt Commitment Letters” and, together with the Loan FinancingEquity Funding Letters, the “FinancingFinancing Letters”) in connection with ), from the transactions contemplated by this Agreement if necessary depending on financial institutions identified therein (the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions“Commitment Parties”), the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letterproviding, subject to the terms and conditions expressed therein, for debt financing, in each case, in the amounts set forth therein (being collectively referred to as the “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 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 terminated 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, to be unavailable or delayed. Subject to the satisfaction of the conditions precedent 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 Purchaser’s obligation 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 contemplated hereby as specified 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 Financing Letter or not to provide the applicable Financing. Assuming (A) the satisfaction of the conditions in Sections 7.1 7.01 and 7.2 hereof7.03 hereof and (B) that the Financing is funded in accordance with the terms of the Financing Letters, 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 will 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 occur of the events referred to in clause (ii)(B) above, in the case of a termination under clause (ii); it being understood that in no event shall the Company be required to pay or cause to be paid the Company Termination Fee on more than one occasion.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger Parent has delivered to the Purchaser Company (i) a true and complete copy of a fully executed commitment letter, dated as of the date hereof, among Parent and the Financing Sources party thereto (including all exhibits, schedules, and annexes to such letters in effect as of the date hereof), pursuant to which such Financing Sources have committed, upon the terms and subject to the conditions set forth therein, to provide the debt financing described therein in connection with the transactions contemplated hereby (the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Debt Financing”) and (ii) a true and complete copy of the fully executed fee letter referenced therein (together, as the same may be amended, modified, restated, replaced or substituted in a manner consistent with Section 5.19(d), the “Debt Commitment Letter”) relating to finance fees with respect to the Debt Financing (redacted to remove only fee amounts, rates and certain other economic terms (none of which could adversely affect the amounts, availability, timing or conditionality of such Debt Financing)). As of the date of this Agreement, (i) the Debt Commitment Letter has not been amended, waived or modified in any respect, (ii) the commitments contained in the Debt Commitment Letter have not been withdrawn, terminated, modified or rescinded in any respect and (iii) the Debt Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Parent, and, to the knowledge of Parent, each of the other parties thereto, enforceable against Parent, and to the knowledge of Parent, each of the other parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. The consummation of the Debt Financing is subject to no conditions precedent other than those expressly set forth in the copy of the Debt Commitment Letter delivered to the Company on or prior to the date hereof, and there are no contingencies that would permit the Financing Sources to reduce the total amount of the Debt Financing other than those expressly set forth in the copy of the Debt Commitment Letter delivered to the Company on or prior to the date hereof. As of the date of this Agreement, no event has occurred, which, with or without notice, lapse of time or both, (x) would constitute a default or breach on the part of Parent or, to the knowledge of Parent, any other party to the Debt Commitment Letter, under the Debt Commitment Letter, or (y) to the knowledge of Parent, would result in any portion of the Debt Financing being unavailable or delayed. (b) Parent and its Subsidiaries will have at the Closing available to them all of the funds necessary to consummate the transactions contemplated by this Agreement and expressing to make all payments required to be made in connection therewith in an amount sufficient to enable Parent, Bidco and Merger Subs to pay all such amounts in cash on the view that such arranger is “highly confident” that Closing Date (or when required to be paid in accordance with this Agreement) including the financing described therein can be accomplished, subject to payment of (i) the cash portion of the aggregate Merger Consideration in full in accordance with the terms of this Agreement, (ii) the aggregate amount of obligations outstanding under the Credit Agreement at Closing to effect the payoff and conditions expressed therein; termination of the Credit Agreement and (biii) a letter dated June 12any other amounts (including all payments, 2014 from a potential investor fees and expenses) required to be paid in connection with, related to or arising out of the consummation of the Mergers (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financingsuch amounts, collectively, the “Financing Amount”). (c) Notwithstanding anything in this Agreement to the contrary, Parent, Bidco, and each Merger Sub acknowledge and agree that the receipt and availability of any funds or financing is not a condition to Closing under this Agreement nor is it a condition to Closing under this Agreement for Parent to obtain all or any portion of the Debt Financing or any other financing. (d) For purposes of this Agreement, “Debt Commitment Letter” shall include the Debt Commitment Letter as amended, modified, restated, replaced or substituted by Parent or its Subsidiaries after the date hereof, and “Debt Financing”” shall include the debt financing contemplated the Debt Commitment Letter as so amended, modified, restated, replaced or substituted; provided in each case that any such amendment, modification, restatement, replacement or substitution does not (i) add new or expand the conditions precedent to availability of the Debt Financing in connection any manner that would reasonably be expected to delay or impair availability of the Debt Financing at the Closing, (ii) reduce the amount of the Debt Financing to less than the amount necessary, when taken together with other sources of funds available to Parent and its Subsidiaries, to pay the Financing Amount at the Closing, (iii) adversely affect the ability of Parent to enforce its rights against other parties to the Debt Commitment Letter or Debt Financing as so amended, modified, restated, replaced or substituted, relative to the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter as in effect on the date hereof or (iv) would otherwise reasonably be expected to delay or impair the consummation of the Mergers and the other transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereof.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger Parent has delivered to the Purchaser Company true and complete copies of the executed commitment letter from UBS Securities LLC, UBS Loan Finance LLC, Credit Suisse Securities (USA) LLC and Credit Suisse AG, Cayman Islands Branch (collectively, the “Lender”), including any schedules, exhibits and annexes thereto and excerpts of the engagement letter associated therewith (the “Highly Confident 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 schedules, exhibits and annexes thereto, collectively, the “Commitment Letter”), evaluating pursuant to which the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedlender parties thereto have agreed, subject to the terms and conditions expressed therein; and (b) a letter dated June 12thereof, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing or cause to be provided the debt amounts set forth therein (the “Equity Financing,” and together with the Loan Financing, 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, the Commitment Letter has not been amended, 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 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 or contingencies related to the funding of the full amount (including pursuant to any “flex” provisions in connection therewith) of the Financing other than as expressly set forth in the Commitment Letter. There are no side letters or other agreements, 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 in any manner materially adverse to Parent or Merger Subsidiary. As of the date of this Agreement, no event has occurred that (with or without notice or lapse of time, or both) would or would reasonably be expected to constitute a breach or default under the transactions Commitment Letter by Parent or Merger Subsidiary or, to the knowledge of Parent, any other party thereto under the Commitment Letter. As of the date of this Agreement, neither Parent nor Merger Subsidiary has any reason to believe that any of the 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 warranty regarding the effect of any inaccuracy of the representations and warranties of the Company in this Agreement or the failure to of the Company to comply with any of its covenants in this Agreement. Parent or Merger 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, 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 Closing Date, will be sufficient for Parent and Merger Subsidiary to consummate the Merger upon the terms contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due expenses; provided that Parent and Merger Sub are not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties of the Company in this Agreement or the failure to of the Company to comply with any of its covenants in this Agreement. (b) Assuming (i) the accuracy of the representations and warranties of the Company set forth in Article 4 hereof (for such purposes, such representations and warranties shall be true and correct in all material respects and all knowledge, materiality or “Material Adverse Effect” qualifications or exceptions contained in such representations and warranties shall be disregarded) and (ii) any estimates, projections or forecasts of the Company and its Subsidiaries have been prepared in good faith based upon assumptions that were and continue to be reasonable, as of the Closing on Effective Time, after giving effect to the terms transactions contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete , including the Financing on the terms and conditions outlined in the Highly Confident Letter Financing, and the Equity Financing payment of the aggregate Merger Consideration, any other repayment or refinancing of existing indebtedness contemplated by this Agreement or the Commitment Letter, subject payment of all amounts required to be paid in connection with the terms and conditions expressed therein and the satisfaction consummation of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby and payment of all related fees and expenses, Parent will be Solvent as specified of the Effective Time and immediately following the transactions contemplated hereby. For purposes of this Section 5.06, “Solvent” with respect to the Parent means that, as of any date of determination, (i) the amount of all of the assets of Parent and its Subsidiaries, taken as a whole, at a fair valuation, exceeds, as of such date, the sum of the debts of Parent and its Subsidiaries; (ii) Parent will not have, as of such date, an unreasonably small amount of capital for the operation of the business in Sections 7.1 which it is engaged or proposed to be engaged following the Closing Date; and 7.2 hereof(iii) Parent will be able to pay its liabilities, including contingent and other liabilities, as they mature; provided that the terms set forth in this definition in each case shall be interpreted in accordance with the applicable federal Laws governing determinations of the insolvency of debtors.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger Parent has delivered to the Purchaser Company a true and complete fully executed copy of the commitment letter, dated as of June 27, 2016, among Parent and JPMorgan Chase Bank, N.A., Bank of America, N.A., M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, and Deutsche Bank Securities Inc., including all exhibits, schedules, annexes and amendments to such commitment letter in effect as of the date of this Agreement, together with copies of each fee letter associated therewith (excluding provisions related solely to fees agreed to by the parties and with customary redaction of economic information) regarding the terms and conditions of the financing to be provided thereby (collectively, the “Highly Confident Commitment Letter”), evaluating the feasibility of a financing of up pursuant to $375,000,000 on the terms which and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; thereof the commitment parties thereto have agreed and committed to provide the debt financing set forth therein (the “Debt Financing”). (b) a letter dated June 12The Commitment Letter has not been amended, 2014 from a potential investor (restated or otherwise modified or waived prior to the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by date of this Agreement if necessary depending on and the amount of available cash and funding respective commitments contained in the Purchaser obtains Commitment Letter have not been withdrawn, modified or rescinded in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay any respect prior to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by date of this Agreement. The Purchaser has no reason to believe that it will not be able to complete As of the Financing on date of this Agreement, the terms Commitment Letter is in full force and conditions outlined in effect and constitutes the Highly Confident Letter legal, valid and the Equity Financing Letterbinding obligation of Parent and, subject to the terms Knowledge of Parent, each other party thereto (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and conditions expressed therein remedies of creditors and the satisfaction by general principles of the equity regardless of whether enforcement is considered in a proceeding in equity or at law). (c) There are no conditions precedent to the Purchaserfunding of the full amount of the Debt Financing, other than as set forth in the Commitment Letter. (d) Assuming the Debt Financing is funded in accordance with the Commitment Letter, the financial resources of Parent including cash on hand and the proceeds of loans available under existing credit facilities of Parent on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of Parent’s obligation obligations pursuant to consummate Article II, and of all fees and expenses reasonably expected to be incurred in connection herewith. (e) As of the transactions contemplated hereby as specified date of this Agreement, (A) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) on the part of Parent or, to the Knowledge of Parent, any other party to the Commitment Letter, under the Commitment Letter, and (B) assuming the accuracy in Sections 7.1 all material respects of the representations and 7.2 warranties contained in Article III hereof, and the compliance by the Company in all material respects with all of its covenants contained in this Agreement, to the Knowledge of Parent, there are no facts or circumstances that would cause the conditions to the Debt Financing to not be satisfied or the Debt Financing, or any other funds necessary for the satisfaction of all of Parent’s obligations under this Agreement and of all fees and expenses reasonably expected to be incurred in connection herewith, to not be available to Parent on or prior to the Closing Date. Parent has fully paid all fees required to be paid prior to the date of this Agreement pursuant to the Commitment Letter.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger The Parent Parties have delivered to the Purchaser Company true and complete copies of the commitment letters, dated as of the date of this Agreement, from China Merchants Bank Co., Ltd. (collectively, the "Debt Financing Commitments"), regarding the amounts set forth therein for the purposes of financing the Merger and the other transactions contemplated hereby, and related fees and expenses (the “Highly Confident Letter”"Debt Financing"). The Parent Parties have delivered to the Company true and complete copies of the equity commitment letters, dated as of the date of this Agreement, from the Equity Investors (collectively, the "Equity Financing Commitments" and together with the Debt Financing Commitments, the "Financing Commitments"), evaluating regarding the feasibility proposed equity investments 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 a financing the date hereof and are the legal, valid and binding obligations of up the Parent Parties party thereto and, to $375,000,000 on the Knowledge of Parent, of the other parties thereto (including the applicable borrowers), in accordance with the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedthereof, subject to the terms Bankruptcy and conditions expressed therein; Equity Exception. Parent has also delivered to the Company a true and (b) a complete copy of any fee letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financing, the “Financing”) in connection with the transactions contemplated by this Agreement if necessary depending on Debt Financing Commitments (it being understood that any such fee letter provided to the Company may be redacted to omit the numerical fee amounts provided therein) (any such fee letter, a "Fee Letter"). (b) Assuming (A) the Financing is funded in accordance with the Equity Financing Commitments and the Debt Financing Commitments, as applicable, (B) the Founder Securities are cancelled in accordance with Section 3.1(b) and (C) the satisfaction of the conditions to the obligation of the Parent Parties to consummate the Merger as set forth in Section 7.1 and Section 7.2 or the waiver of such conditions, the Parent Parties will have at and after the Closing funds sufficient to pay the aggregate amount of available cash consideration payable to the holders of Company Shares (including Company Shares represented by ADSs) in accordance with Section 3.1(c) (the "Merger Consideration"), the aggregate amount of consideration payable in respect of Company Options and funding the Purchaser obtains Company Restricted Shares in accordance with Section 3.1(f), any other amounts required to be paid in connection with the Loan Financing. Subject to its terms consummation of the Merger and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay other transactions contemplated hereby (including any applicable consideration to the Seller holders of Company Convertible Notes pursuant to Section 3.6 or repurchase of any Company Convertible Notes in accordance with the Purchase Price terms of the applicable Indenture Agreement), and to pay all related fees and expenses due upon payable by the Closing on the terms contemplated by this AgreementParent Parties in connection with such transactions. The Purchaser has no reason obligations of the financing sources to believe that it will not be able to complete fund the commitments under the Financing on the terms and Commitments are not subject to any contractual conditions outlined other than as set forth in the Highly Confident Letter Financing Commitments, and the subscription agreements attached to the Equity Financing LetterCommitments do not contain any condition to which any Equity Investor's obligation to fund its Equity Financing under its Equity Financing Commitment is subject other than those set forth in the first sentence of Section 2 of the Equity Financing Commitments. (c) As of the date of the Agreement, subject each of the Financing Commitments, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the Parent Parties party thereto and the other parties thereto, has not been amended or modified, to the terms Knowledge of Parent, no such amendment or modification is contemplated, the obligations and conditions expressed therein commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect and to the satisfaction Knowledge of Parent, no such withdrawal, termination or restriction is contemplated. The Parent Parties have fully paid any and all fees, if any, that are payable on or prior to the date hereof under the Financing Commitments and will pay when due all other fees arising under the Financing Commitments as and when they become due and payable thereunder. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would be reasonably expected to constitute a default or breach on the part of the Parent Parties party thereto or, to the Knowledge of Parent, any other parties thereto, under the Financing Commitments, or would otherwise excuse or permit the financing sources to refuse to fund their respective obligations under the Financing Commitments. The Financing Commitments contain all of the conditions precedent to the Purchaser’s obligation obligations of the parties thereunder to consummate make the transactions contemplated hereby Financing available to Parent on the terms therein, and there are no side letters or other oral or written Contracts related to the funding of the full amount of the Financing to which any Parent Party or any of its Subsidiaries is a party other than (i) as specified expressly set forth in Sections 7.1 the Financing Commitments, and 7.2 hereof(ii) customary engagement letters and the Fee Letters.

Financing. DigitalGlobe has delivered to GeoEye true and complete fully executed copies of the commitment letter, dated as of July 22, 2012, among DigitalGlobe, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and The Purchaser has provided Bank of Tokyo-Mitsubishi UFJ, Ltd., including all exhibits, schedules, annexes and amendments to such letter in effect as of the Seller a complete and correct copy date of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger to the Purchaser this Agreement (the “Highly Confident Commitment Letter”), evaluating the feasibility of a financing of up pursuant to $375,000,000 on the terms which and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and thereof each of the parties thereto (bother than DigitalGlobe) a letter dated June 12, 2014 from a potential investor have severally committed to lend the amounts set forth therein to DigitalGlobe (the “Equity Financing Letter”) expressing an intent provision of such funds as set forth therein, but subject to provide equity financing (the “Equity Financing,” and together with the Loan Financingprovisions of Section 6.17, 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 DigitalGlobe and, to the Knowledge of DigitalGlobe, the other parties thereto. There are no conditions precedent or contingencies (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 GeoEye’s representations and warranties contained in Article IV and assuming compliance by GeoEye in all material respects with its covenants contained in Section 5.01(b), the net proceeds contemplated from the Financing, together with other financial resources of DigitalGlobe, including contemplated cash on hand of DigitalGlobe, and of GeoEye and the GeoEye Subsidiaries on the Closing Date, will, in the aggregate, be sufficient for the satisfaction of all of DigitalGlobe’s obligations under this Agreement, including (i) the repayment or redemption of all existing indebtedness of DigitalGlobe for borrowed money (including the Credit and Guaranty Agreement, dated as of October 12, 2011 (the “Existing Credit Facility”), among DigitalGlobe, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, (ii) the repayment or redemption of all existing indebtedness of GeoEye, including the payment of all amounts payable by DigitalGlobe in connection with the Debt Tender Offer and Consent (collectively with clause (i), the “Refinancing”) and (iii) the payment of all other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditionsAgreement, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay including all related fees and expenses due upon reasonably expected to be incurred in connection therewith. As of the Closing date of this Agreement, (i) (assuming the accuracy of DigitalGlobe’s representations and warranties contained in Article III) 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 terms contemplated by this Agreement. The Purchaser has no reason part of DigitalGlobe under the Commitment Letter or, to believe that it will not be able the Knowledge of DigitalGlobe, any other party to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Commitment Letter, and (ii) subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent contained in Sections 7.01 and 7.03, DigitalGlobe does not have any reason to believe that any of the conditions to the PurchaserFinancing will not be satisfied or that the full amount of the Financing and any other funds necessary for the satisfaction of all of DigitalGlobe’s obligation and its Affiliates obligations under this Agreement and the payment of all fees and expenses reasonably expected to consummate be incurred in connection therewith will not be available to DigitalGlobe on the transactions contemplated hereby Closing Date. Except for fee letters with respect to fees and related arrangements with respect to the Financing, of which DigitalGlobe has delivered a true, correct and complete copy to GeoEye prior to the date hereof (other than with respect to fee information, but which fee information do not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Financing), as specified of the date hereof there are no side letters or other agreements, Contracts or arrangements related to the funding of the full amount of the Financing other than as expressly set forth in Sections 7.1 the Commitment Letter and 7.2 delivered to GeoEye prior to the date hereof. DigitalGlobe has fully paid all commitment fees or other fees required to be paid on or prior to the date of this Agreement in connection with the Financing.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) a proposal letter and term sheet dated June 24, 2014 from its prospective financing arranger Purchaser has delivered to the Purchaser Company a true, correct and complete copy of an executed commitment letter dated September 19, 2007 from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners, L.P. (as the same may be amended and replaced in accordance with Section 5.09, collectively, the “Highly Confident Commitment Letter”“), evaluating pursuant to which the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedlender parties thereto have committed, subject to the terms and conditions expressed therein; and thereof, to lend the amounts set forth therein for the purpose of funding the transactions contemplated by this Agreement (b) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the Loan Financingsuch commitments, the “Financing Commitments“ and financing, “Financing”“). The aggregate proceeds contemplated by the Financing Commitments are sufficient to pay the Estimated Cash Purchase Price, any amounts required to be paid by Purchaser under Section 1.04, to refinance Purchaser’s outstanding indebtedness to the extent required to be (or contemplated by the Financing as being) refinanced in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon related to or arising out of the Closing on the terms transactions contemplated by this AgreementAgreement or the Financing. For avoidance of doubt, it shall not be a condition to Closing for Purchaser to obtain the Financing or any alternative financing. (b) As of the date hereof, (i) none of the Financing Commitments has been amended or modified, and (ii) the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. The Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Purchaser and, to the knowledge of Purchaser, the other parties thereto for so long as it remains in full force and 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 or breach on the part of Purchaser under any term or condition of the Financing Commitments. To the knowledge of Purchaser, as of the date of this Agreement, Purchaser has no reason to believe that it any of the conditions to the Financing will not be able to complete satisfied or that the Financing will not be available to Purchaser on the Closing Date. On or prior to the date hereof, Purchaser has fully paid any and all commitment fees that have been incurred and are due and payable in connection with the Financing Commitments, and Purchaser will pay when due all other commitment fees arising under the Commitment Letters as and when they become payable. (c) Purchaser has received from Cerberus Partners, L.P. (the “Sponsor“) a Guarantee of even date herewith (the “Guarantee“) duly executed and delivered by Sponsor providing for the guarantee of the obligations of Purchaser, to the extent and on the terms and conditions outlined in set forth therein for the Highly Confident Letter benefit of Seller and the Equity Financing LetterCompany. The Guarantee is in full force and effect and is the valid, subject to the terms binding and conditions expressed therein and the satisfaction enforceable obligation of the conditions precedent Sponsor, and no event has occurred, which, with or without notice, lapse of time or both, would constitute a default on the part of the Sponsor under the Guarantee. Purchaser has delivered to Seller a true, correct and complete copy of the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofGuarantee.

Financing. The Purchaser (a) Parent has provided delivered to the Seller Company a complete and correct accurate copy of (a) a proposal letter the Debt Commitment Letters pursuant to which and term sheet dated June 24, 2014 from its prospective financing arranger subject to the Purchaser (the “Highly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described thereof, the Financing Sources party thereto have severally committed to lend on or prior to the Closing Date the amounts set forth therein to Parent (the provision of such funds as set forth therein, but subject to the provisions of Section 7.2, the “Loan Debt Financing”) for the purposes set forth in such Debt Commitment Letter. Any reference in this Agreement to finance the Debt Commitment Letters will include such documents as amended or modified in compliance with the provisions of Section 7.2. As of the date of this Agreement, Parent has fully paid, or caused to be fully paid, any and all commitment fees or other fees that have been incurred and are due and payable in connection with the Debt Commitment Letters on or prior to the date of this Agreement, and Parent will pay, or cause to be paid, when due all other commitment fees and other fees arising under the Debt Commitment Letters as and when they become due and payable thereunder. The Debt Commitment Letters, in the form so delivered to the Company, are in full force and effect as of the date hereof, and each is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto, enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Limitations. (b) The aggregate proceeds contemplated by the Debt Commitment Letters will, in the aggregate, be sufficient (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 Letters) to enable Parent to (i) consummate the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplished, subject to upon the terms contemplated by this Agreement, (ii) pay all of the Merger Consideration payable in respect of Shares pursuant to this Agreement, (iii) pay all amounts payable in respect of the Option Consideration and conditions expressed therein; the RSA Consideration under this Agreement, (iv) pay all liabilities and other obligations of the Company contemplated to be funded by Parent under by this Agreement, and (bv) a letter dated June 12, 2014 from a potential investor (the “Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” pay all related fees and together with the Loan Financing, the “Financing”) in connection expenses associated with the transactions contemplated by this Agreement if necessary depending on or the amount Debt Commitment Letters incurred by Parent, the Merger Sub, the Surviving Corporation or any of available cash their respective Affiliates and funding required to be paid at the Purchaser obtains Closing by such party. (c) As of the date of this Agreement, (i) none of the Debt Commitment Letters have been amended or modified or waived in any respect (and no such amendment or modification or waiver is contemplated except in connection with any amendments or modifications to effectuate any “market flex” terms contained in the Loan Debt Commitment Letters provided as of the date hereof or solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letters as of the date hereof) and (ii) the respective commitments set forth in the Debt Commitment Letters have not been withdrawn or rescinded in any respect (and no such withdrawal or rescission is contemplated). Except as set forth in the Debt Commitment Letters, there are no side letters or other agreements, contracts or arrangements to which Parent or the Merger Sub or any of their respective Affiliates is a party relating to the funding or investing, as applicable, of the full amount of the Debt Financing. Subject 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 under any term or condition of the Debt Commitment Letters, or otherwise result in any portion of the Debt Financing contemplated thereby to its terms and conditions, be unavailable. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, if and when funded, will provide other than as set forth in the Purchaser with acquisition financing on Debt Commitment Letters in the Closing Date sufficient to pay form so delivered to the Seller Company. Assuming satisfaction of the Purchase Price conditions set forth in Section 2.2(b) (other than Section 2.2(b)(iv)) and to pay all related fees the accuracy of the Fundamental Representations and expenses due upon the Closing on representations and warranties set forth in Section 3.8, as of the terms contemplated by date of this Agreement. The Purchaser , Parent has no reason to believe that it any term or condition to the Debt Financing set forth in the Debt Commitment Letters will not be able fully satisfied on a timely basis or that the Debt Financing will not be available to complete Parent at the Closing, including any reason to believe that any of the Financing on Sources will not perform their respective funding obligations under the Debt Commitment Letters in accordance with their respective terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the conditions precedent to the Purchaser’s obligation to consummate the transactions contemplated hereby as specified in Sections 7.1 and 7.2 hereofconditions.

Financing. The Purchaser Parent has provided delivered to the Seller a Partnership true and complete and correct copy copies, as of the date of this Agreement, of (a) a proposal an executed commitment letter dated on or about the date hereof (together with all exhibits, annexes, schedules and term sheet dated June 24sheets attached thereto, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Equity Financing Letter”), evaluating ) from the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedFund providing for an equity investment in Parent, subject to the terms and conditions expressed therein; and (b) a letter dated June 12, 2014 from a potential investor (in cash in the “Equity Financing Letter”) expressing an intent to provide equity financing aggregate amount set forth therein (the “Equity Financing,” ”) and (b) an executed commitment letter dated on or about the date hereof (together with the Loan Financingall exhibits, annexes, schedules and term sheets attached thereto, the “Financing”) in connection Debt Commitment Letter” and, together with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. Subject to its terms and conditions, the Financing, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no reason to believe that it will not be able to complete the Financing on the terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, the “Financing Letters”) to provide, subject to the terms and conditions expressed therein, debt financing on the Closing Date in the aggregate principal amount set forth therein and (the satisfaction “Debt Financing” and, together with the Equity Financing, the “Financing”). As of the conditions precedent date of this Agreement, no Financing Letter has been amended or modified, no such amendment or modification is contemplated (other than with respect to the Purchaser’s obligation potential addition of additional arrangers or other commitment parties thereunder), none of the obligations and commitments contained in any such letter have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is contemplated. Parent has fully paid, or caused to consummate be paid, any and all commitment fees or other fees in connection with the transactions contemplated hereby as specified Financing that are payable on or prior to the date of this Agreement. Assuming (i) the Financing is funded in Sections 7.1 accordance with the Financing Letters, (ii) the accuracy in all material respects of the representations and 7.2 hereof.warranties set forth in

Financing. The Purchaser (i) Parent is a party to and has provided to the Seller accepted a complete fully executed commitment letter dated September 17, 2018 (together with all exhibits and correct copy of (a) a proposal letter and term sheet dated June 24schedules thereto, 2014 from its prospective financing arranger to the Purchaser (the “Highly Confident Commitment Letter”)) from the lenders party thereto (collectively, evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan FinancingLenders”) pursuant to finance which the transactions contemplated by this Agreement and expressing the view that such arranger is “highly confident” that the financing described therein can be accomplishedLenders have agreed, subject to the terms and conditions expressed thereof, to provide debt financing in the amounts set forth therein; and (b) a letter dated June 12, 2014 from a potential investor (. The debt financing committed pursuant to the Commitment Letter is collectively referred to in this Agreement as the “Equity Financing LetterCommitted Financing.” (ii) expressing an intent Parent has delivered to provide equity financing (the Company a true, complete and correct copy of the executed Commitment Letter and any fee letters related thereto, subject, in the case of such fee letters, to redaction of fee, “Equity Financing,flex” and together with the Loan Financing, the “Financing”) other provisions that are customarily redacted in connection with transactions of this type. (iii) Except as expressly set forth in the transactions contemplated by this Agreement if necessary depending on Commitment Letter and the related fee letters, there are no conditions precedent to the obligations of the Lenders to provide the Committed Financing or any contingencies that would permit the Lenders to reduce the total amount of the Committed Financing, including any condition or other contingency relating to the amount or availability of available cash and funding the Purchaser obtains Committed Financing pursuant to any “flex” provision. As of the date hereof, assuming the satisfaction of the conditions precedent set forth in connection with the Loan Financing. Subject to its terms and conditionsArticle VII, the Financingcompliance by the Company with its obligations hereunder, if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to pay to the Seller the Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by this Agreement. The Purchaser has no Parent does not have any reason to believe that it will not be able unable to complete the Financing satisfy on the a timely basis all terms and conditions outlined to be satisfied by it in the Highly Confident Commitment Letter and the Equity Financing Letter, subject on or prior to the terms and conditions expressed therein and Closing Date or that the Committed Financing will not be available to Parent on the Closing Date. As of the date of this Agreement, there are no written agreements, side letters, or other agreements relating to the conditionality or funding of the Committed Financing. (iv) Assuming the satisfaction of the conditions precedent set forth in Article VII and the compliance by the Company with its obligations hereunder, the Committed Financing, when funded in accordance with the Commitment Letter, shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s payment obligations under this Agreement as of the Closing Date, including the payment of the Cash Consideration, any fees and expenses of or payable by Parent, Merger Sub I and Merger Sub II or the Surviving Company on the Closing Date, any payments in respect of equity compensation obligations to be made in connection with the Mergers, and for any repayment or refinancing of any outstanding indebtedness of the Company, and its respective Subsidiaries contemplated by this Agreement (such amounts, collectively, the “Merger Amounts”). (v) As of the date hereof, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of Parent and, to the Purchaser’s obligation knowledge of Parent, the Lenders party thereto. As of the date hereof, no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to consummate constitute a breach by Parent under the transactions contemplated hereby as specified terms and conditions of the Commitment Letter. Parent has paid in Sections 7.1 full any and 7.2 all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letter on or before the date of this Agreement, and will pay in full any such amounts due before the Closing Date. As of the date hereof, the Commitment Letter has not been modified, amended or altered and none of the respective commitments thereunder has been withdrawn or rescinded in any respect, and, to the Knowledge of Parent, no withdrawal or rescission thereof is contemplated.