Common use of Financing Clause in Contracts

Financing. Buyer has delivered to Seller a true and complete copy of the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereof.

Financing. Buyer Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02(b), Parent will have available to it at the Closing, sufficient cash, available lines of credit or other sources of immediately available funds to consummate the Merger and to pay the aggregate Merger Consideration to the Exchange Agent and any other amounts required to be paid by Parent in connection with the consummation of the transactions contemplated hereby to which it is a party and to pay all related fees and expenses of Parent and Merger Sub, including any repayment or refinancing of any outstanding indebtedness of Parent, the Company, and their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letter (such amounts, the “Merger Amounts”), and there is no restriction on the use of such cash, available lines of credit or other sources of immediately available funds for such purposes. Parent has accepted and delivered to Seller the Company a true true, complete and complete copy correct copy, including all exhibits, schedules or amendments thereto, of the fully executed commitment letter (excluding letter, dated as of the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) date hereof, from ▇▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇▇▇ Fargo SecuritiesSenior Funding, LLC Inc. (collectively with their Affiliates, the “Financing ProvidersCommitment Parties”) to Parent (the “Commitment Letter”), pursuant to which the Financing Providers Commitment Parties have committed committed, upon the terms and subject to the conditions set forth therein (subject to any “market flex” provisions included in the fee letters dated the date hereof referred to therein (collectively, the “Fee Letter”), true and complete copies of each of which have been delivered to the Company redacted only with respect to fees, economic terms, pricing caps, “market flex” and other provisions that are customarily redacted in connection with transactions of this type and that would not in any event adversely affect the conditionality, enforceability, availability, termination or amount of the Financing), to provide Buyer with the financing for set forth in the transactions contemplated hereby in an aggregate amount of $275,000,000 Commitment Letter (the “Debt Financing”). The Debt Financing, when funded in accordance with the Commitment Letter and giving effect to any “market flex” provision in or related to the Commitment Letter (including with respect to fees and original issue discount), shall provide Parent with cash proceeds on the Closing Date in an amount at least equal to the Merger Amounts As of the date of this Agreement, the Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement (nor is any such amendment or modification contemplated except (i) to add additional commitment parties as expressly contemplated in the Commitment Letter or (ii) to include commitments with respect to a revolving credit facility (or an amendment of Parent’s existing revolving credit facility)), and the respective commitments contained in the Commitment Letter have not been withdrawn, terminated or rescinded in any respect. Neither Parent nor Merger Sub has entered into any agreement, side letter, contract or other understandings or arrangement relating to the Financing other than as set forth in the Commitment Letter and the Fee Letter or as permitted under Section 6.11. The Commitment Letter is in full force and effect and constitutes represents a valid, binding and enforceable obligation of Parent and, to the legalKnowledge of Parent and Merger Sub, valid a valid, binding and binding obligations enforceable obligation of Buyerthe Commitment Parties, and to Buyer’s knowledgeprovide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions precedent set forth in the Commitment Letter and, the other parties theretoin each case, subject to (i) applicable the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar reorganization or other laws of general application relating to or affecting creditors’ rights and remedies generally and (ii) of creditors or by general principles of equity. There Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts, if any, that are no side letters due and payable on or other Contracts to which Buyer or any of its Affiliates is a party related prior to the funding or investing, as applicable, date of this Agreement in connection with the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereofof this Agreement, Buyer (a) is not aware of any fact or occurrence that makes any assuming the accuracy of the representations or and warranties of Buyer the Company set forth in Article III such that the Debt Commitment Letter inaccurate condition set forth in any material respectSection 7.02(a) is satisfied, the performance by the Company of its obligations under this Agreement such that the condition set forth in Section 7.02(b) is satisfied, and (b) assuming the satisfaction of the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing7.01, and assuming compliance completion of the Marketing Period, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a breach or default on the part of Parent, or, to the Knowledge of Parent or Merger Sub, any other party thereto under the Commitment Letter. As of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in all material respects Article III such that the condition set forth in Section 7.02(a) is satisfied, the performance by the Company and Seller of their respective its obligations under this AgreementAgreement such that the condition set forth in Section 7.02(b) is satisfied, and the satisfaction of the conditions set forth in Section 7.01, and assuming completion of the Marketing Period, neither Parent nor Merger Sub has no any reason to believe that it Parent will be unable to satisfy on a timely basis any term or condition of closing the conditions to the Financing to be satisfied by it pursuant to the Commitment Letter on or prior to the Closing Date, nor does Parent have Knowledge that any of the Financing Sources will not perform its Affiliates contained obligations thereunder. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including pursuant to any “market flex” provisions included in the Debt Commitment Fee Letter. Buyer has fully paid any and all commitment fees and ), other fees required by than the Debt conditions precedent expressly set forth in the Commitment Letter delivered to be paid as of the Company on the date hereof. Parent and Merger Sub understand and acknowledge that under the terms of this Agreement, Parent’s and Merger Sub’s obligations to consummate the Merger are not in any way contingent upon or otherwise subject to Parent’s or Merger Sub’s consummation of any financing arrangements, Parent’s or Merger Sub’s obtaining of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.

Financing. Buyer Parent has delivered to Seller the Company (i) a true correct and complete fully executed copy of the executed second amended and restated commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from letter, dated as of June 8, 2014, between Parent, ▇▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇▇▇ Fargo SecuritiesSenior Funding, Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC and JPMorgan Chase Bank, N.A., including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of the execution and delivery of this Agreement by Parent (collectively with their Affiliatesthe “Commitment Letter”) and (ii) a correct and complete fully executed copy of the fee letter referenced in the Commitment Letter (the “Fee Letter”) (it being understood that such letter has been redacted to omit the fee amounts and the economic provisions of the market flex provisions therein). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the lender thereunder has committed to lend the amounts set forth therein (the provision of such funds as set forth therein, but subject to the provisions of Section 6.9, the “Financing ProvidersFinancing”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby purposes set forth in an aggregate amount such Commitment Letter. Neither the Commitment Letter nor the Fee Letter has been amended, restated or otherwise modified or waived prior to the execution and delivery of $275,000,000 (this Agreement by Parent, and the “Debt Financing”)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 by Parent. The Debt As of the execution and delivery by Parent of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations obligation of Buyereach of Parent and, and to Buyer’s knowledgethe Knowledge of Parent, each of the other parties thereto, subject enforceable in accordance with its terms against Parent and, to (i) applicable bankruptcythe Knowledge of Parent, insolvencyeach of the other parties thereto, reorganization, moratorium and similar laws except as limited by Laws affecting the enforcement of creditors’ rights and remedies generally and (ii) generally, by general equitable principles or by the discretion of equityany Governmental Entity before which any Proceeding seeking enforcement may be brought. There are no side letters conditions precedent or other Contracts contingencies (including pursuant to which Buyer or any of its Affiliates is a party “flex” provisions) related to the funding or investing, as applicable, of the full amount of the Debt Financing pursuant to the Commitment Letter, other than as (a) as expressly set forth in the Debt Commitment Letter Letter. Subject to the terms and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount conditions of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, the net proceeds contemplated from the Financing (a) there are no other conditions precedent to the obligations without taking into account any proceeds of the Financing Providers to fund Parent’s existing revolving credit facility or the Debt Financing 364-Day Senior Unsecured Credit Facility contemplated by the Commitment Letter) will, in the aggregate and (b) there are no contingencies pursuant to any Contract relating to when taken together with Parent’s cash on hand, be sufficient for the transactions contemplated hereby to which Buyer or any satisfaction of its Affiliates is a party that would permit all of Parent’s and Merger Sub’s obligations under this Agreement, including the Financing Providers to reduce the total amount payment of the Debt Financing consideration in the Offer and the Merger Consideration, the funding of any required refinancings or impose repayments of any additional condition precedent to the availability existing Indebtedness of the Debt Company or Parent in connection with the Transactions and the payment of all fees and expenses reasonably expected to be incurred by Parent, Merger Sub and the Surviving Corporation in connection with the Transactions and the Financing. As of the date hereofexecution and delivery of this Agreement by Parent, Buyer (ai) is not aware 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 fact or occurrence that makes any of other party to the representations or warranties of Buyer in Commitment Letter, under the Debt Commitment Letter inaccurate in any material respectLetter, and (bii) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no Parent does not have any reason to believe that it any of the conditions to the Financing will not be unable to satisfy on a timely basis satisfied or that the Financing or any term other funds necessary for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement and the payment of the required refinancing or condition repayments of closing certain existing Indebtedness and of all fees and expenses reasonably expected to be satisfied by it or its Affiliates contained incurred in connection herewith will not be available to Parent on the Debt Commitment LetterClosing Date. Buyer Parent has fully paid any and all commitment fees and or other fees to the extent required by the Debt Commitment Letter to be paid as on or prior to the date of the date hereofexecution and delivery of this Agreement by Parent in connection with the Financing.

Financing. Buyer has delivered to Seller a true and complete copy (a) The net proceeds of the executed commitment letter (excluding loans under the fee letter Bridge Credit Agreement, dated as of the date hereof, by and pricing related among the lenders party thereto) to Buyer (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo , JPMorgan Chase Bank, National Association and ▇▇▇▇▇ Fargo SecuritiesN.A., LLC as administrative agent (collectively with including any of their Affiliatesrespective successors under such facility, the “Financing ProvidersSources”) and Verizon (the “Loan Facility”), when funded in accordance with its terms and together with cash on hand (whether from debt issuances, equity issuances, operations or other sources) of Verizon and/or the net proceeds of any Replacement Financing, will, in the aggregate, be sufficient for the payment of the Cash Consideration and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, including the payment of all related fees and expenses. (b) Verizon has delivered to Vodafone true, correct and complete fully executed copies of the Loan Facility, including all exhibits, schedules, annexes and amendments to such Loan Facility in effect as of the date of this Agreement (the Loan Facility, and all exhibits, schedules, annexes and amendments thereto are collectively referred to as the “Financing Documents”), pursuant to which the Financing Providers lenders party thereto have committed severally agreed, subject to provide Buyer with financing the conditions set forth therein, to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the transactions contemplated hereby purposes set forth in an aggregate amount such Loan Facility. No Financing Document has been amended, restated or otherwise modified or waived prior to the date of $275,000,000 (this Agreement, and the “Debt Financing”)respective commitments contained in the Loan Facility have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Debt Commitment Letter is As of the date hereof, the Financing Documents are in full force and effect and constitutes constitute the legal, valid and binding obligations obligation of Buyereach of Verizon and, and to Buyer’s knowledgethe Knowledge of Verizon, the other parties thereto, subject to (i) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency and similar laws federal and state Laws generally affecting creditors’ the rights and remedies generally of creditors and (ii) general principles of equity, whether considered in a proceeding at law or in equity. There are no conditions precedent (including pursuant to any “flex” provisions) to the funding of the full amount of the Financing or the Replacement Financing, other than the satisfaction of the conditions contained in Sections 3.01 and 3.02 of the Loan Facility (or, in respect of certainty of funding, such substantially equivalent conditions (or conditions that are more favorable to Verizon) as may appear in any Replacement Financing Document). As of the date hereof, there are no side letters or other Contracts to which Buyer contracts or any of its Affiliates is a party arrangements related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to could adversely affect the availability of the Debt Financing. As of the date hereof, Buyer no event has occurred which would constitute a breach or default (a) is not aware or an event which with notice or lapse of time or both would constitute a breach or default), in each case, on the part of Verizon under the Financing Documents or, to the Knowledge of Verizon, any fact or occurrence that makes any other party to the Financing Documents. As of the representations date hereof, subject to the satisfaction of the conditions contained in Section 3.01 and 3.02 of the Loan Facility (or, in respect of certainty of funding, such substantially equivalent conditions (or warranties of Buyer in the Debt Commitment Letter inaccurate conditions that are more favorable to Verizon) as may appear in any material respectReplacement Financing Document), and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no Verizon does not have any reason to believe that it will be unable to satisfy on a timely basis the funds necessary for the payment of the Cash Consideration, and any term or condition of closing other amounts required to be satisfied by it or its Affiliates contained paid in connection with the Debt Commitment Letterconsummation of the transactions contemplated hereby, including the payment of all related fees and expenses, will not be available to Verizon on the Closing Date. Buyer Verizon has fully paid any and all commitment fees and or other fees required by the Debt Commitment Letter to be paid as of prior to the date hereofof this Agreement pursuant to the Financing Documents.

Financing. Buyer Parent has delivered to Seller the Company a true true, complete and complete correct copy of an executed Commitment Letter (including all exhibits, annexes, schedules and term sheets and the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (letters attached thereto or contemplated thereby, the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo (provided that provisions in the fee letters or Commitment Letter relating solely to fees and economic terms agreed to by the parties may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Closing)), dated as of April 15, 2018 (such Commitment Letter as the same may be amended or replaced pursuant to, and in accordance with the terms and conditions of, Section 6.18, is referred to herein as the “Debt Financing Commitment”), among Parent and JPMorgan Chase Bank, National Association N.A., as lender (the “Lender”), pursuant to which, among other things, Lender has agreed, subject to the terms and ▇▇▇▇▇ Fargo Securitiesconditions of the Debt Financing Commitment, LLC (collectively with their Affiliatesto provide or cause to be provided, the “financing commitments specified therein, the proceeds of which (including proceeds of any notes offering contemplated thereby) are to be used to fund the Parent Merger Consideration, refinance outstanding Indebtedness of the Company and pay transaction fees and expenses. The financing commitments contemplated under the Debt Financing Providers”) pursuant Commitment, as amended or replaced in compliance with Section 6.18, are referred to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (herein, individually and collectively, as the “Debt Financing”). The satisfaction of the Debt Financing Conditions do not and shall not conflict with the conditions set forth in Sections 7.1, 7.2, and 7.3 hereof. Parent has fully paid any and all commitment fees or other fees in connection with the Debt Financing Commitment Letter is that are payable on or prior to the date hereof and, to the Knowledge of Parent, the Debt Financing Commitment is, as of the date hereof, in full force and effect and constitutes the effect. The Debt Financing Commitment is a legal, valid and binding obligations obligation of BuyerParent and, and to Buyer’s knowledgethe Knowledge of Parent, the other parties thereto, subject to . The Debt Financing Commitment (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding Debt Financing contemplated thereunder) has not been or investingwill not be amended or modified, except as consistent with Section 6.18, and, as applicable, of the full amount of date hereof, the Debt Financing other than as (a) as expressly set forth Commitment has not been withdrawn or rescinded in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financingrespect. As of the date hereof, Buyer (ai) is not aware no event has occurred which, with or without notice, lapse of any fact time or occurrence that makes any both, would constitute a default or breach on the part of the representations or warranties of Buyer in Parent under the Debt Commitment Letter inaccurate in any material respectFinancing Commitment, and (bii) assuming subject to the Acquisition Agreement Representations (as defined in the Commitment Letter, without giving effect to any modifications thereto) being true and correct in all material respects as of the date hereof, but only to the extent that the failure of the Acquisition Agreement Representations to be true and correct in all material respects gives Parent and Gamma the right to terminate their respective obligations contained in this Agreement, the performance by the Company and its Subsidiaries of their obligations contained in this Agreement and the satisfaction of the conditions set forth in Sections Section 7.1 and Section 7.3 will be satisfied at or before Closing7.2 hereof, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, Parent has no reason to believe that it will be unable to satisfy on a timely basis any material term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Financing Commitment Letteron or prior to the Closing Date. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Financing Commitment. As of the date hereof, there are no side letters or other agreements, contracts or arrangements (except for customary fee letters, which do not contain provisions that impose any additional conditions to the funding of the Debt Financing not otherwise set forth in the Debt Financing Commitment) related to the funding of the full amount of the Debt Financing. The aggregate proceeds contemplated by the Debt Financing Commitment, together with the available cash of Parent and the Company on the Closing Date (if any), and any Alternative Financing (if any), will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement.

Financing. Buyer has delivered to Seller a true and complete copy of the executed commitment letter (excluding the fee letter and pricing related theretoa) to Buyer (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject to (i) applicable bankruptcyEach of Parent and Sub shall use their reasonable best efforts to take, insolvencyor cause to be taken, reorganizationall actions and to do, moratorium or cause to be done, all things necessary, proper or advisable, to consummate and similar laws affecting creditors’ rights obtain the Financing as promptly as reasonably practicable on the terms and remedies generally subject only to the conditions (including the flex provisions) contained in the Financing Commitments, including using its reasonable best efforts to (A) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions (iiincluding the flex provisions) general principles of equity. There are no side letters contained in the Debt Financing Commitments, (B) satisfy (or other Contracts to which Buyer or any of obtain the waiver of), and cause its Affiliates is to satisfy (or obtain the waiver of), on a party timely basis all conditions, and comply with all obligations applicable to Parent or Sub, contained in the Financing Commitments or the definitive agreements related to the funding or investingDebt Financing Commitments, as applicable, of the full amount of (C) enforce its rights under the Debt Financing other than as Commitments at or prior to the Closing or (aD) as expressly subject to Section 5.09(a)(ii) below, maintain in effect the Financing Commitments in accordance with the terms and provisions set forth in the Debt Commitment Letter Financing Commitments. Each of Parent and (b) customary fee letter(s)Sub shall, engagement letter(s) and non-disclosure agreement(s) which do not impact shall cause its Affiliates to, refrain from taking, directly or indirectly, any action that would reasonably be expected to result in the conditionality failure of any of the conditions contained in the Financing Commitments or aggregate amount of in any definitive agreement related to the Debt Financing. Except as specifically set forth in For the Debt Commitment Letter, (a) there are no other conditions precedent avoidance of doubt and notwithstanding anything to the obligations of contrary in this Section 5.09, Parent acknowledges and agrees that its obligation to consummate the Financing Providers Transactions on the terms and subject to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at herein are not conditioned upon the availability or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as consummation of the date hereofFinancing, the availability of any replacement commitments or receipt of the proceeds therefrom.

Financing. Buyer Parent has delivered to Seller a true the Company true, correct and complete copy fully-executed copies of the executed commitment letter (excluding the fee letter letter, dated as of January 23, 2011, by and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from among Parent, WF Investments Holdings, LLC, ▇▇▇▇▇ Fargo Bank, National Association and Association, ▇▇▇▇▇ Fargo Securities, LLC LLC, SunTrust Bank, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, including all exhibits, schedules, annexes and amendments to such letter, in effect as of the date of this Agreement (collectively the “Commitment Letter”), together with their Affiliatesa redacted copy of the fee letter relating thereto (the “Fee Letter”). Pursuant to the Commitment Letter, and subject to the terms and conditions thereof, each of the parties thereto (other than Parent) have severally agreed and committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing ProvidersFinancing”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby purposes set forth in an aggregate amount of $275,000,000 (the “Debt Financing”)such Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, modified or rescinded (and no party thereto indicated an intent to so withdraw, modify or rescind) in any respect prior to the date of this Agreement. As of the date of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations obligation of Buyereach of Parent and, and to Buyer’s knowledgethe knowledge of Parent, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting Laws relating to creditors’ rights and remedies generally and (ii) subject to general principles of equity. There As of the date of this Agreement, except for the Fee Letter and an engagement letter with respect to the Financing, there are no side letters or other Contracts to which Buyer contracts or any of its Affiliates is a party arrangements related to the Financing other than the Commitment Letter. As of the date of this Agreement, there are no conditions precedent or contingencies relating to the funding or investing, as applicable, of the full amount of the Debt Financing Financing, other than as (a) as expressly set forth in the Debt Commitment Letter Letter. The net proceeds contemplated from the Financing, together with cash on hand of Parent and Merger Sub on the Closing Date, will, in the aggregate, be sufficient for (bi) customary fee letter(s)the payment of the aggregate Cash Consideration and any other amounts required to be paid pursuant to Article II, engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of cash to be deposited pursuant to Section 1.7(b) in respect of the Debt Financing. Except as specifically set forth Reserved Company Common Stock, and the aggregate amount of cash to be paid pursuant to the terms of Section 1.9 in respect of the Debt Commitment LetterCompany RSU Awards, (aii) there are no other conditions precedent to the obligations funding of any required refinancings or repayments of any existing indebtedness of the Financing Providers to fund Company or Parent in connection with the Debt Financing Merger or the Financing, and (biii) there are no contingencies pursuant the payment of all fees and expenses and other payment obligations required to any Contract relating to be paid or satisfied by Parent, Merger Sub and the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit Surviving Entity in connection with the Financing Providers to reduce Merger and the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereofof this Agreement, Buyer (ai) is 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 under the Commitment Letter or, to the knowledge of Parent or Merger Sub, any other party to the Commitment Letter and (ii) Parent and Merger Sub do not aware of have any fact or occurrence reason to believe that makes any of the representations or warranties of Buyer in conditions to the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 Financing will not be satisfied at or before Closing, and assuming compliance in that the Financing or any other funds necessary for the satisfaction of all material respects by the Company and Seller of their respective Parent’s obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis the funding of any term required refinancings or condition repayments of closing any existing indebtedness of the Company or Parent in connection with the Merger or the Financing and the payment of all fees and expenses reasonably expected to be satisfied by it incurred in connection therewith will not be available to Parent and Merger Sub on the Closing Date. Parent and Merger Sub have fully paid all commitment fees or its Affiliates contained in other fees required to be paid prior to the Debt date of this Agreement pursuant to the Commitment Letter. Buyer has fully paid any Each of Parent and all commitment fees and other fees required Merger Sub understands that the obligations to effect the transactions contemplated by this Agreement are not conditioned upon the Debt Commitment Letter to be paid as availability of the date hereofFinancing to Parent and Merger Sub at the Closing.

Financing. Buyer As of the date of this Agreement, Parent has delivered to Seller a true the Company true, complete and complete copy correct copies of the fully executed commitment letter Commitment Letter and the fully executed Fee Letter executed in connection with the Financing (excluding the with only fee letter amounts, dates and pricing related thereto) to Buyer (certain other economic terms, including in respect of the “Debt Commitment Letter”market flex” and “securities demand” provisions, redacted) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliatesnone of which would adversely affect the amount or availability of the Financing other than through original issue discount). As of the date hereof, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid valid, binding and binding enforceable obligations of BuyerParent and, and to Buyer’s knowledgethe Knowledge of Parent, the other parties thereto, thereto (subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer the Commitment Letter and Fee Letter have not been amended or modified in any respect and, to the Knowledge of Parent, the commitments in the Commitment Letter have not been withdrawn or terminated. There are no conditions precedent to the funding of the full amount of the Financing on the terms set forth in the Commitment Letter (aas such terms may be altered in accordance with the “market flex” provisions set forth in the Fee Letter executed in connection with the Financing) is not aware other than as expressly set forth in the Commitment Letter. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would constitute a breach by Parent or, to the Knowledge of Parent, any other party thereto under the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, as of the date hereof, assuming satisfaction of the conditions set forth in Section 8.1 and Section 8.2, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letter, together with other financial resources of Parent, including its cash on hand and marketable securities, and cash on hand of the Company and its Subsidiaries, will, in the aggregate, be sufficient to fund the Cash Consideration, the cash payable to holders of Company RSU Awards, pursuant to Section 1.8, the payment of any fact debt required to be repaid, redeemed, retired, canceled, terminated or occurrence that makes any otherwise satisfied or discharged in connection with the Combination as of the representations date hereof (including all Indebtedness of the Company and its Subsidiaries required to be repaid, redeemed, retired, canceled, terminated or warranties of Buyer otherwise satisfied or discharged in connection with the Debt Commitment Letter inaccurate Combination, including premiums and fees incurred in any material respectconnection therewith (the “Required Indebtedness”)), and (b) assuming all other fees and expenses incurred by Parent, Merger Sub 1 and Merger Sub 2 in connection with the Combination and the other transactions contemplated hereby. Assuming the satisfaction of the conditions set forth in Sections 7.1 8.1 and Section 7.3 will 8.2, if the Closing were to occur on the date hereof, the incurrence of the indebtedness contemplated by the Commitment Letter to be satisfied at or before Closingincurred on the Closing Date, including the liens and guarantees provided in connection therewith as set forth in the Commitment Letter, and the consummation of the transactions contemplated by this Agreement would not result in a default or event of default under the Parent Existing Notes or the indenture governing the Parent Existing Notes. As of the date hereof, assuming compliance satisfaction of the conditions set forth in all material respects by the Company Sections 8.1 and Seller of their respective obligations under this Agreement8.2, Parent has no reason to believe that either it or any other party will be unable to satisfy on a timely basis any term or condition of closing the Financing under the Commitment Letter or any related Fee Letter or that the Financing contemplated by the Commitment Letter will not be made available to be satisfied by it Parent on the Closing Date. As of the date of this Agreement, other than the Commitment Letter and Fee Letter, there are no other letters, agreements or its Affiliates contained in understandings (other than customary non-disclosure agreements and diligence non-reliance letters) between Parent, on the Debt Commitment Letterone hand, and the Financing Sources, on the other hand, that could have an Adverse Effect on the Financing. Buyer Parent has fully paid any and all commitment fees and expenses and other fees amounts required by the Debt Commitment Letter to be paid as of on or prior to the date hereofof this Agreement pursuant to the Commitment Letter.

Financing. Buyer has delivered (a) The net proceeds contemplated from the Financing, together with cash on hand, cash equivalents, available lines of credit or other sources of immediately available funds held by Parent and Merger Sub, will be sufficient to Seller a (i) pay the aggregate Cash Merger Consideration, (ii) satisfy all of Parent and Merger Sub’s other obligations under this Agreement and (iii) pay all fees and expenses of or required to be paid by Parent, Merger Sub and the Surviving Company in connection with the transactions contemplated by this Agreement, including any payments in respect of equity compensation obligations to be made in connection with the Merger, and any repayment or refinancing of any outstanding indebtedness of Parent, the Company, and their respective Subsidiaries contemplated by, or required in connection with the transactions contemplated by, this Agreement or the Commitment Letter (as defined below). (b) Parent and Merger Sub have provided to the Company true and complete copy copies of the (i) an executed commitment letter (excluding the “Commitment Letter”), dated as of January 29, 2020, between Parent and/or Merger Sub, on the one hand, and the Financing Sources set forth in the Commitment Letter, on the other hand, and (ii) an executed fee letter (as redacted to remove solely the fee letter amounts, and pricing related thereto) other economic terms customarily redacted in connection with transactions of this type, the “Redacted Fee Letter”), dated as of January 29, 2020, between Parent and/or Merger Sub, on the one hand, and the Financing Sources set forth in the Redacted Fee Letter, on the other hand, in each case, including all exhibits, schedules, annexes and amendments to Buyer such letters in effect as of the date of this Agreement (collectively, the “Debt Commitment LetterLetters”) from ▇▇▇▇▇ Fargo Bank), National Association pursuant to which, and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliatessubject to the terms and conditions thereof, the “Financing Providers”) pursuant to which the Financing Providers Sources have committed to provide Buyer Parent and/or Merger Sub with debt financing for in the transactions contemplated hereby in an aggregate amount of $275,000,000 amounts set forth therein (the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject to . (ic) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) Except as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers Sources to fund provide the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party contingencies that would permit the Financing Providers Sources to reduce the total amount of the Debt Financing Financing, including any condition or impose any additional condition precedent other contingency relating to the amount or availability of the Debt FinancingFinancing pursuant to any “flex” provision. As of the date hereof, Buyer (a) is Parent does not aware of have any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing all terms and conditions to be satisfied by it or its Affiliates contained in the Commitment Letter on or prior to the Closing Date, nor does Parent have knowledge that any of the Financing Sources 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 of the Debt Financing contemplated by the Commitment Letter. (d) The Commitment Letter constitutes the legal, valid and binding obligation of Parent, and to Parent’s knowledge, the other parties thereto, and is in full force and effect. Buyer To Parent’s knowledge, no event has fully occurred which (with or without notice, lapse of time or both) would constitute a breach or failure to satisfy a condition by Parent under the terms and conditions of the Commitment Letter, and Parent does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied by Parent on a timely basis or that the Debt Financing will not be available to Parent on the date of the Closing. Parent has paid in full any and all commitment fees and or other fees required by the Debt Commitment Letter to be paid as pursuant to the terms of the Commitment Letter on or before the date hereofof this Agreement, and will pay in full any such amounts due on or before the Closing Date. Except for amendments to the Commitment Letter permitted without the consent of the Company pursuant to Section 6.11(a), 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. Except for amendments to the Commitment Letter permitted without the consent of the Company pursuant to Section 6.11(a), no modification or amendment to the Commitment Letter is currently contemplated. (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, Merger Sub or any of their respective Affiliates be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. Buyer Anthem has delivered to Seller Cigna (i) a true correct and complete fully executed copy of the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Fargo BankLynch, National Association and Pierce, ▇▇▇▇▇▇ Fargo Securities& ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (collectively with their Affiliatesii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Financing ProvidersCommitment Letter”) pursuant (it being understood that such fee letter has been redacted to which omit the Financing Providers fee amounts). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to provide Buyer with financing lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the transactions contemplated hereby purposes set forth in an aggregate amount of $275,000,000 (the “Debt Financing”)such Commitment Letter. The Debt 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 obligations obligation of Buyereach of Anthem and, and to Buyer’s knowledgethe Knowledge of ▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar except as limited by laws affecting the enforcement of creditors’ rights and remedies generally and (ii) generally, by general equitable principles or by the discretion of equityany Governmental Entity before which any proceeding seeking enforcement may be brought. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party conditions precedent related to the funding or investing, as applicable, of the full amount of the Debt Financing pursuant to the Commitment Letter, other than as (a) as expressly set forth in the Debt Commitment Letter Letter. Subject to the terms and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount conditions of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other conditions precedent to financial resources of Anthem, will, in the obligations aggregate, be sufficient for the payment of the Financing Providers Cash Consideration, any other amounts required to fund the Debt Financing and (b) there are no contingencies be paid pursuant to Article II and any Contract relating other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the other transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financinghereby. As of the date hereofexecution and delivery of this Agreement, Buyer (ai) is not aware 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 Anthem or, to the Knowledge of Anthem, any fact or occurrence that makes any of other party to the representations or warranties of Buyer in Commitment Letter, under the Debt Commitment Letter inaccurate in any material respectLetter, and (bii) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no Anthem does not have any reason to believe that it any of the conditions to the Financing will be unable to satisfy on a timely basis any term or condition of closing to not be satisfied by it or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Affiliates contained in Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Debt Commitment LetterClosing Date. Buyer Anthem has fully paid any and all commitment fees and or other fees to the extent required by the Debt Commitment Letter to be paid as of on or prior to the date hereofof this Agreement in connection with the Financing.

Financing. Buyer Parent has delivered made available to Seller the Company a true true, complete and complete correct copy of (i) the executed commitment letter letter, dated March 26, 2018, among Parent (excluding or its applicable Affiliate) and the fee letter financial institutions party thereto (including all exhibits, schedules and pricing related annexes thereto) to Buyer (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliatescollectively, the “Financing ProvidersCommitment”) ), pursuant to which the Financing Providers lenders party thereto have committed committed, subject to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 terms and conditions therein, to lend the amounts set forth therein (the “Debt Committed Financing”) for the purposes of, among other things, funding the Transactions and related fees and expenses and (ii) the executed fee letter associated therewith; provided, such fee letter may be redacted as described below (as so redacted, the “Fee Letter” and, together with the Financing Commitment, the “Financing Commitment Papers”). The Debt 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 is (with only fee amounts and market flex provisions and other customary threshold amounts redacted; provided, that the market flex provisions in full force 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 effect and constitutes customary engagement letters with respect to the legalCommitted Financing (none of which adversely affect, valid and binding obligations of Buyer, and to Buyer’s knowledgeor impose additional conditions upon, the other parties theretoaggregate amount, subject to (i) applicable bankruptcyenforceability or availability of the Committed Financing), insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles as of equity. There the date hereof there are no side letters or Contracts or any other Contracts arrangements or understandings to which Buyer or any of its Affiliates Parent is a party related to the funding or investing, as applicable, of the full amount of Committed Financing or the Debt Financing transactions contemplated hereby other than as (a) as expressly set forth in the Debt Financing Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent Papers delivered to the obligations of the Financing Providers Company on or prior to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer Parent has fully paid any and all commitment fees and or other fees required by the Debt Commitment Letter to be paid by it in connection with the 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 and (iii) the conditions set forth in Article VII are satisfied at the Charter Closing Date, as of the date hereof, Parent has no reason to believe that any of the conditions to the availability of the Committed Financing contemplated by the Financing Commitment applicable to it will not be satisfied on the Charter Closing Date or that the Committed Financing will not be made available to Parent on the Charter Closing Date. Parent affirms that it is not a condition to the Charter Closing, the Merger Closing and the Pre-Closing Dividend or any of its other obligations under this Agreement that Parent obtain the Committed Financing or any other financing for or related to any of the Transactions.

Financing. Buyer has delivered to Seller received, accepted and agreed to, all applicable commitment fees for (a) a true valid and complete copy of the executed binding commitment letter (excluding the fee letter and pricing related thereto) to Buyer from certain lenders (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank"DEBT FINANCING COMMITMENT LETTER"), National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers have committed committing them to provide to the Buyer with debt financing for the transactions contemplated hereby Transactions in an aggregate amount of $275,000,000 (the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto3,535,000,000, subject to the terms and conditions set forth therein (isuch debt financing, the "DEBT FINANCING") applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (iib) general principles a valid, binding and irrevocable commitment letter from certain equity investors (the "EQUITY FINANCING COMMITMENT LETTER"), committing them to provide equity financing to Buyer in the amount of equity. There are no side letters $1,500,000,000, minus the actual amount of the equity contributions made by affiliates or other Contracts assignees of The Carlyle Group and Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ to which Buyer or any of its Affiliates is a party related pursuant to the funding or investing"Equity Financing Commitment Letter" under the Dexter Purchase Agreement, as applicablesubject to the terms and conditions set forth therein (such equity financing, of the full amount "▇▇▇▇▇▇ EQUITY FINANCING" and together with the Debt Financing, the "FINANCING"). True and complete copies of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) the ▇▇▇▇▇▇ Equity Financing Commitment Letter and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Dexter "Equity Funding Commitment Letter" are attached as Exhibit N, (a) there are no other conditions precedent Exhibit O and Exhibit P to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financingthis Agreement, respectively. As of the date hereof, Buyer (a) is not aware the Debt Financing Commitment Letter and the Equity Financing Commitment Letter are in full force and effect. True and complete copies of any fact agreements or occurrence that makes any of understandings relating to Financing Fees have been delivered to the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason Qwest Parties prior to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereof.

Financing. Buyer has delivered (a) Spinco shall use reasonable best efforts to Seller a true and complete copy (i) maintain in effect, until the earlier of the executed commitment letter initial funding of the Spinco Financing (excluding as defined below) and the fee letter replacement of the Spinco Financing with the Permanent Financing (as defined below), in each case, in an amount sufficient to fund (and pricing related theretoin any event not to exceed) to Buyer the sum of the Spinco Special Cash Payment and the Additional Amount (the “Debt 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”)), from the 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 this Agreement being referred to as the “Spinco Financing”), (ii) from ▇▇▇▇▇ Fargo Banknegotiate definitive agreements with respect to the Spinco Financing, National Association on the terms and ▇▇▇▇▇ Fargo Securitiesconditions contained in the Spinco Commitment Letter or on such other terms as are reasonably acceptable to Remainco and RMT Partner (the “Spinco Financing Agreements”) and negotiate definitive agreements with respect to the Permanent Financing (as defined below) as directed by the RMT Partner in accordance with the immediately following sentence (the “Permanent Financing Agreements” and, LLC (collectively together with their Affiliatesthe Spinco Financing Agreements, collectively, the “Financing ProvidersAgreements”), (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”) pursuant so long as (1) all conditions precedent to which effectiveness of definitive documentation for such financing have been satisfied and the Financing Providers have committed conditions precedent to provide Buyer funding of such financing are in 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 financing for the Intended Tax Treatment of the transactions contemplated hereby by the Transaction Documents (as determined by Remainco in an aggregate amount good faith in consultation with RMT Partner) and (B) reasonably acceptable to Remainco and Spinco; provided that, if any Financing is proposed to be consummated prior to the earlier of $275,000,000 (the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject to (i) applicable bankruptcyFebruary 14, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally 2022 and (ii) general principles the date of equity. There are obtaining the Private Letter Ruling, RMT Partner and Remainco shall jointly agree on when to consummate such Financing and no side letters such Financing shall be issued or incurred prior to the satisfaction of the conditions set forth in ARTICLE IX (other Contracts than those that would be satisfied by action at the Closing and other than the condition in Section 9.3(h)) without the consent of each of RMT Partner and Remainco, which in each case shall not be 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 contemplated in the Spinco Commitment Letter or the Financing Agreements, as applicable, Spinco (in consultation in good faith with RMT Partner, and, with respect to which Buyer 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 same or alternative sources, in an amount sufficient, when added to the portion of the Financing that is available, 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 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 is a 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 related to the funding Spinco Commitment Letter or investingthe Permanent Financing Agreements, as applicable, (ii) any actual or threatened withdrawal, repudiation or termination of the full 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 Debt Financing other than 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 (a) as expressly set forth in the Debt Spinco Commitment Letter and (b) customary fee letter(s)as in effect on the date hereof or the Permanent Financing Agreements, engagement letter(s) and non-disclosure agreement(s) which do not impact as applicable, in a manner that could materially delay or prevent or make materially less likely the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations funding of the Financing Providers on the date of Distribution or (iii) materially adversely affects the ability of Spinco to fund enforce its rights against the Debt Spinco Lenders under the Spinco Commitment Letter as in effect on the date hereof or against the Financing and (b) there are no contingencies pursuant to any Contract relating Sources with respect to the transactions contemplated hereby to which Buyer 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 its Affiliates is a party that would permit the Financing Providers to reduce “market flex” provisions exercised by the total amount Spinco Lenders in accordance with the Spinco Commitment Letter as of the Debt Financing date hereof or impose any additional condition precedent (ii) amend and restate the Spinco Commitment Letter or otherwise execute joinder agreements to the availability Spinco Commitment Letter solely to add additional Spinco Lenders. (d) Until the earliest of the Debt Closing, the valid termination of this Agreement in accordance with Article X and the replacement of the Spinco Financing with Permanent Financing. As , 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, Buyer providing (aA) is not aware financial statements of any fact or occurrence that makes any RMT Partner necessary for the satisfaction of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 paragraphs 5(c) and Section 7.3 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 be satisfied at 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 Spinco Financing as Spinco or before Closingthe 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 assuming compliance similar documents in all material respects by connection with the Company Spinco Financing, and Seller 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 obligations under this AgreementSubsidiaries (including the Spinco Subsidiaries) shall provide to RMT Partner and the Financing Sources, has no reason and shall use reasonable best efforts to believe that it will be unable cause the Spinco Subsidiaries and Spinco’s and Remainco’s Representatives to satisfy provide to RMT Partner and the Financing Sources, on a timely basis any term basis, such cooperation that may be reasonably requested by RMT Partner or condition the Financing Sources in connection with the arrangement and consummation of closing the Permanent Financing and (if applicable) the RMT Equity Financing, including: (i) participation in, and assistance with, the marketing efforts related to be satisfied by it or the Permanent Financing and (if applicable) the RMT Equity Financing, including causing its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any management team, with appropriate seniority and all commitment fees expertise, and other fees required 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 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 Debt Commitment Letter Financing Sources with respect to be paid applicable “know-your-customer” and anti-money laundering rules and regulations at least nine Business Days before the date of the Distribution; (iii) as of 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. Buyer Parent has delivered to Seller a the Company true and complete copy fully executed copies of (a) the commitment letter, dated as of the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from date hereof, among Parent, ▇▇▇▇▇▇▇ Fargo Bank, National Association Sachs Bank USA and ▇▇▇▇▇▇ Fargo Securities▇▇▇▇▇▇▇ Senior Funding, LLC Inc. (collectively with their Affiliatesthe “Commitment Letter”) and (b) the fee letter, among Parent, ▇▇▇▇▇▇▇ Sachs Bank USA and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., dated as of the date hereof (in each case, as redacted to remove only fee amounts, pricing caps, rates and amounts included in the “market flex,” certain other economic provisions and certain other confidential terms (none of which could affect the conditionality, principal amount, enforceability, termination or availability of the Financing)), in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “Financing ProvidersDebt Letters”) ), pursuant to which and subject to the Financing Providers have terms and conditions thereof, each of the parties thereto (other than Parent) has severally committed to provide Buyer with financing lend the amounts set forth therein to Parent (the provision of such funds as set forth therein, the “Financing”) for the transactions contemplated hereby purposes set forth in an aggregate amount of $275,000,000 (the “such Debt Financing”)Letters. The Debt Commitment Letter is Letters have not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement (other than as permitted pursuant to Section 5.04(d), including amendments to add lenders, arrangers, agents, bookrunners, managers and other financing sources), and the respective commitments contained in the Debt Letters 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 Debt Letters are in full force and effect and constitutes constitute the legal, valid and binding obligations obligation of Buyereach of Parent and, and to Buyerthe Parent’s knowledge, the other parties thereto, subject in each case to (i) applicable bankruptcy, insolvency, reorganization, moratorium the Bankruptcy and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equityEquity Exceptions. There are no side letters conditions precedent or other Contracts to which Buyer contingencies directly or any of its Affiliates is a party indirectly related to the funding or investing, as applicable, of the full amount of Financing pursuant to the Debt Financing Letters, other than as (a) as expressly set forth in the Debt Commitment Letter Letters. Assuming the Financing is funded in accordance with the terms of the Debt Letters, Parent and Merger Sub will have at the Closing the funds required to pay all of Parent’s obligations under this Agreement, including the payment of the Merger Consideration and all fees and expenses expected to be incurred in connection therewith. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent or, to Parent’s Knowledge, any other party to the Debt Letters under the Debt Letters that would (a) result in any of the conditions in the Debt Letters not being satisfied or (b) customary fee letter(s)otherwise result in the Financing not being available, engagement letter(s) and non-disclosure agreement(s) which do not impact other than such default or breach that has been waived by the conditionality Lenders or aggregate amount otherwise cured in a timely manner by Parent or Merger Sub to the satisfaction of the Debt FinancingLenders, as the case may be. Except As of the date of this Agreement, there are no side letters or other agreements, Contracts, arrangements or understandings (written or oral) directly or indirectly related to the funding of the Financing that could affect the conditionality, principal amount or availability of the Financing other than as specifically expressly set forth in the Debt Commitment Letter, (a) there are no Letters. Parent will pay on the Business Day immediately following the execution of this Agreement all commitment fees or other conditions precedent to fees required by the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount terms of the Debt Financing or impose any additional condition precedent Letters to be paid in connection with the availability execution of this Agreement in connection with the Financing. Assuming the accuracy of the Debt Financing. As Company’s representations and warranties contained herein, as of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, Parent has no reason to believe that it any of the conditions to the Financing contemplated by the Debt Letters will not be unable to satisfy satisfied on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in that the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required Financing contemplated by the Debt Commitment Letter to Letters will not be paid as of made available on the date hereofClosing Date.

Financing. Buyer Concurrently with the execution hereof, Parent has delivered to Seller the Company (i) a true true, complete and complete correct copy of the an executed equity commitment letter from Ares Capital Management LLC (excluding together with its managed funds and accounts) and Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated as of the date of this Agreement (together with all exhibits, schedules and annexes thereto, the “Equity Commitment Letter”), and an executed fee letter from Ares Capital Management LLC (together with its DOC ID - 32901658.22 58 managed funds and pricing related accounts) and Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated as of the date of this Agreement (the “Equity Fee Letter” and, together with the commitment under the Equity Commitment Letter, the “Equity Financing Commitment”), pursuant to which, and subject to the terms and conditions of which, the applicable Equity Financing Sources have committed to provide cash in the aggregate amount set forth therein (the “Equity Financing”) at or 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) to Buyer (, the “Debt Commitment Letter”) and an executed fee letter from ▇▇▇▇▇ Fargo Bankthe Lenders, National Association dated as of the date of this Agreement (the “Debt Fee Letter” and, together with the commitment under the Debt Commitment Letter, the “Debt Financing Commitment”, and ▇▇▇▇▇ Fargo Securities, LLC (collectively the Debt Financing Commitment together with their Affiliatesthe Equity Financing Commitment, the “Financing ProvidersCommitments”) ), pursuant to which which, and subject to the Financing Providers terms and conditions of which, the applicable Lenders party thereto have committed to provide Buyer with financing for loans in the amounts described therein, the net proceeds of which shall be used to fund the transactions contemplated hereby in an aggregate amount of $275,000,000 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). The Debt Commitment Letter Each of the Financing Commitments is in full force and effect and constitutes the a legal, valid and binding obligations obligation of BuyerParent, and to BuyerParent’s knowledgeKnowledge, 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. 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 (i) applicable bankruptcywhich have been provided to the Company in a redacted form as set forth above), insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There there are no side letters letters, understandings or other Contracts agreements or arrangements relating to the Financing to which Buyer Parent or any of its Affiliates is are a party party. There are no conditions precedent related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Equity Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the “Disclosed Conditions”). Assuming that each of the conditions set forth in Sections 7.1 Section 6.1 and Section 7.3 will be 6.3 are satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term of the Disclosed Conditions or that the full amount of the Financing will not be available on the Closing Date in order to fund the transactions contemplated hereby. For the avoidance of doubt, Parent acknowledges and agrees that it is not a condition of closing to be satisfied by it Closing under this Agreement for Parent or its Affiliates contained in Merger Sub to obtain the Equity Financing, the Debt Commitment Letter. Buyer has fully paid Financing or any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereofAlternative Financing.

Financing. Buyer has delivered (a) From the date hereof until the earlier of (a) the Closing Date and (b) termination of this Agreement pursuant to Seller a true Section 8.01, Biovail and complete copy Valeant shall use, and shall cause the Biovail Subsidiaries and Valeant Subsidiaries, respectively, to use, their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the financing and related transactions (including the payment, refinancing and tendering of existing indebtedness) (the “Financing”) described in the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer attached hereto as Exhibit C (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank), National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject including using reasonable best efforts to (i) applicable bankruptcy, insolvency, reorganization, moratorium negotiate and similar laws affecting creditors’ rights enter into definitive agreements with respect thereto on the terms and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to conditions contemplated by the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (aii) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis all conditions to obtaining the Financing set forth therein and (iii) consummate the Financing at or prior to Closing, including (A) participating in a reasonable number of meetings, road shows, rating agency sessions and drafting sessions, and participating in reasonable and customary due diligence, (B) furnishing the financial institutions providing or arranging the Financing (the “Financing Sources”) with such financial and other pertinent information as may be reasonably requested to consummate the Financing, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act (including any term required audits thereof, which shall be unqualified) and of the type and form customarily included in private placements pursuant to Rule 144A promulgated under the Securities Act, (C) assisting the Financing Sources in the preparation of (1) an offering document for any portion of the Financing and (2) materials for rating agency presentations, (D) reasonably cooperating with the marketing efforts for any portion of the Financing and (E) causing their respective independent accountants to provide assistance and cooperation in the Financing, including (1) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (2) providing any necessary consents to use their audit reports relating to Biovail or condition Valeant, as applicable, and (3) providing any necessary “comfort letters.” Biovail and Valeant shall, and shall cause their respective Subsidiaries to, refrain from taking, directly or indirectly, any action that would reasonably be expected to result in the failure of closing to be satisfied by it or its Affiliates any of the conditions contained in the Debt Commitment Letter or in any definitive agreement related to the Financing. In the event any portion of the Financing becomes unavailable on the terms and conditions set forth in the Commitment Letter, Biovail and Valeant shall use their reasonable best efforts to obtain alternative financing from alternative sources as promptly as reasonably practicable following the occurrence of such event. Buyer has fully paid Biovail shall give Valeant prompt notice of any and all commitment fees and other fees required material breach by any party to the Debt Commitment Letter of which Biovail becomes aware. Valeant shall give Biovail prompt notice of any material breach by any party to be paid as the Commitment Letter of the date hereofwhich Valeant becomes aware.

Financing. Buyer has delivered (a) Following the date of this Agreement until the Effective Time, upon the written request of Parent, the Company agrees to Seller a true and complete copy 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 executed Merger Consideration, the refinancing of any debt of the Company at Closing, and the payment of related fees and expenses in connection therewith, including using commercially reasonable efforts to, upon Parent’s reasonable written request to the 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 letter 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 fee 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 and pricing related thereto) with respect to Buyer the Company Credit Agreement (the “Debt Commitment Payoff Letter”), and shall request that such Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that Encumbrances (and guarantees), if any, granted in connection with the Company Credit Agreement or any other Indebtedness of the Company or its Subsidiaries to be paid off, discharged and terminated on the Closing Date relating to the assets, rights and 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) from ▇▇▇▇▇ Fargo BankTo the extent Parent has requested the termination of the commitments under the Company Credit Agreement, National Association and ▇▇▇▇▇ Fargo SecuritiesParent shall deposit, LLC (collectively or cause to be deposited, funds with their Affiliates, the “Financing Providers”) pursuant to which administrative agent no later than the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby Closing Date in an aggregate amount of $275,000,000 sufficient for such repayment. (the “Debt Financing”). d) The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of BuyerCompany shall, and shall cause its Subsidiaries to, following (and not prior to) the request from Parent to Buyer’s knowledgedo so, the other parties thereto, subject use commercially reasonable efforts to (i) applicable bankruptcyon the written request of Parent on a date that is five days prior to the Closing Date, insolvencydeliver an officers’ certificate to the Trustee (as defined in the Company Notes Indenture) in accordance with the Indenture, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally giving notice of the Company’s intent to consummate an optional redemption of the Company Notes on the occurrence of the Closing and (ii) general principles provide any other reasonable cooperation requested by Parent to facilitate the Parent’s redemption and satisfaction and discharge of equitythe 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. There 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 “Discharge”. (e) Notwithstanding anything to the contrary in this Section 6.19, no side letters action shall be required of the Company or other Contracts its Subsidiaries pursuant to which Buyer 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 Affiliates 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 related 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 funding Closing Date for which it has not received prior reimbursement; or (xii) cause any director, officer, or investingemployee of Company or any of its Subsidiaries to execute any agreement or certificate in his or her individual, as applicablerather 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 full amount 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 Debt Financing other than as (a) as expressly set forth Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality arrangement of any financing to be obtained by Parent or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating Merger Sub with respect to the transactions contemplated hereby by this Agreement and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to which Buyer expand or modify such obligations. In no event shall the receipt or availability of any funds or financing by Parent, Merger Sub or any of its their respective Affiliates is or any other financing or other transactions be a party that would permit the Financing Providers condition to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations Parent’s or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective Merger Sub’s obligations under this Agreement. (i) Notwithstanding anything to the contrary in this Agreement, has no reason the condition set forth in Section 7.2(b), as it applies to believe that it will the Company’s obligations under this Section 6.19, shall be unable to satisfy deemed satisfied absent gross negligence or intentional misconduct on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as part of the date hereofCompany.

Financing. Buyer (i) T-Mobile has delivered to Seller Sprint a true true, complete and complete correct copy of the an executed commitment letter, dated the date of this Agreement (such commitment letter (excluding as the fee letter and pricing related thereto) same may be amended from time-to-time is referred to Buyer (herein as the “Debt Commitment Letter”, together with the customary fee letters referred to in clause (ii) from ▇▇▇▇▇ Fargo Bankbelow), National Association among T-Mobile USA, Inc. and ▇▇▇▇▇ Fargo Securitiesthe Financing Parties party thereto, LLC (collectively with their Affiliatespursuant to which, among other things, each of the Financing Parties has agreed, subject to the terms and conditions of the Commitment Letter, to provide or cause to be provided the financing commitments specified in the Commitment Letter subject to the terms and conditions thereof, the “Financing Providers”) pursuant proceeds of which are intended by T-Mobile to which be utilized as specified in the Financing Providers have committed Commitment Letter. The financing commitments contemplated under the Commitment Letter and the financing contemplated thereby are referred to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (herein, individually and collectively, as the “Debt Financing”). . (ii) The Debt Commitment Letter is as of the date hereof, (x)is in full force and effect and constitutes the effect, (y) is a legal, valid and binding obligations obligation of Buyerthe T-Mobile USA, and Inc. and, to Buyer’s knowledgethe knowledge of T-Mobile, the other parties thereto, subject to thereto (iz) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters has not been amended or other Contracts to which Buyer or any of its Affiliates is a party related modified prior to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financingdate hereof. As of the date hereof, Buyer (ai) is not aware no event has occurred which, with or without notice, lapse of any fact time or occurrence that makes any both, would constitute a material default or material breach on the part of T-Mobile USA, Inc. under the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respectLetter, and (bii) assuming subject the satisfaction of the conditions set forth in Sections Section 7.1 and Section 7.3 will be satisfied at or before Closing7.2 hereof, and assuming compliance the accuracy in all material respects by of the Company representations and Seller of their respective obligations under this Agreementwarranties contained in Section 4.1, 4.3 and 4.4, T-Mobile has no reason to believe that it will be unable to satisfy on a timely basis any material term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter on or prior to be paid as the Closing Date. As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Financing (including any “market flex” provisions contained in the Commitment Letter) other than as expressly set forth in or expressly contemplated by the Commitment Letter. As of the date hereof, there are no side letters or other agreements, contracts or arrangements (except for customary fee letters, fee credit letters, and engagement letters, a correct and complete copy of which have been delivered by T-Mobile to Sprint on or prior to the date of this Agreement (other than with respect to redacted fees, fee amounts, pricing terms, pricing caps, “market flex” provisions and other economic terms) which do not contain provisions that impose any additional conditions to the funding of the Financing not otherwise set forth in the Commitment Letter) related to the funding of the full amount of the Financing other than as expressly set forth in or expressly contemplated by the Commitment Letter.

Financing. Buyer has delivered to Seller a true and complete copy As of the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from date hereof, ▇▇▇▇▇▇ Fargo Bankhas delivered to Company a true and complete fully executed copy of the Debt Commitment Papers (together with all exhibits, National Association schedules and ▇▇▇▇▇ Fargo Securitiesannexes thereto). The aggregate proceeds contemplated by the Financing pursuant to the Debt Commitment Papers will be, LLC if funded in accordance with the terms and conditions of the Debt Commitment Papers (collectively both before and after giving effect to any “market flex” provisions contained in the Fee Letter), sufficient, when taken together with their Affiliatesavailable 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 “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt FinancingRequired Amount”). The As of the date hereof, the Debt Commitment Letter is Papers have been accepted by Parent, are in full force and effect and constitutes constitute the legal, valid and binding obligations obligation of BuyerParent and, and to BuyerParent’s knowledge, the each other parties party thereto, subject 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 (ibe paid) applicable bankruptcyany 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, insolvencyno event has occurred, reorganizationand there is no condition or circumstance existing, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles which, with or without notice, lapse of equitytime or both, could constitute or could reasonably be expected to constitute a breach or default on the part of Parent or, to Parent’s knowledge, any other party thereto under the Debt Commitment Papers. There are no conditions precedent related to the funding of the full amount of the Financing on the terms set forth in the Debt Commitment Papers other than as expressly set forth in the Debt Commitment Papers. No counterparty to the Debt Commitment Papers has any right to impose, and Parent does not have an obligation to accept, any condition precedent to such funding other than as expressly set forth in the Debt Commitment Papers, or any reduction to the aggregate amount available under the Debt Commitment Papers at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Debt Commitment Papers at Closing) to an amount that would be insufficient for Parent to consummate the Transactions, including payment of the Required Amount. Assuming (a) the accuracy of Company’s representations and warranties in Article IV of this Agreement and (b) the performance by Company of its obligations in Article VI of this Agreement, as of the date hereof, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the full amount of the Financing needed to pay the Required Amount will not be available to Parent on or prior to the Closing Date. As of the date hereof, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a failure to satisfy a condition precedent on the part of Parent under the terms and conditions of the Debt Commitment Papers. None of the Debt Commitment Papers have been modified or amended as of the date hereof (provided that the existence or exercise of “market flex” provisions contained in the Fee Letter shall be 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 other Contracts arrangements to which Buyer Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party Financing that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to could adversely affect the availability of the Debt FinancingFinancing that have not been disclosed to the Company. As of the date hereof, Buyer (a) Parent acknowledges and agrees that it is not aware a condition to the Closing or to any of its obligations under this Agreement that Parent obtains financing (including the Financing or any fact alternative financing) for, or occurrence that makes related to, any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects transactions contemplated by the Company and Seller of their respective obligations under this Agreement, 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 or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereof.

Financing. Buyer (a) Parent has delivered to Seller a true the Company true, correct and complete copy copies, as of the date of this Agreement, of (i) executed commitment letter letters (excluding the fee letter “Equity Funding Letters”) from Silver Lake Partners III, L.P. and pricing related theretoTPG Partners V, L.P. (each, an “Equity Provider”, and collectively the “Equity Provider Group”) to Buyer provide, subject to the terms and conditions therein, 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 Letter”) from ▇▇▇▇▇ Fargo BankLetters” and, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively together with their Affiliatesthe Equity Funding Letters, the “Financing ProvidersLetters”) pursuant to which provide, subject to the Financing Providers have committed to provide Buyer with terms and conditions therein, debt financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 set forth therein (being collectively referred to as the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and together with the Equity Financing collectively referred to Buyer’s knowledge, as the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s“Financing”), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any none of the representations Equity Funding Letters or warranties of Buyer in the Debt Commitment Letter inaccurate 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 material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at . Parent or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer Merger Sub has fully paid any and all commitment fees and or other fees required by in connection with the Equity Funding Letters and the Debt Commitment Letter Letters that are payable on or prior to be paid 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 or the Equity Funding Letters or the Debt Commitment Letters) and any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses. 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 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, 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; provided that Parent is not making any representation regarding the inaccuracy of the representations and warranties set forth in Article 3, or the failure of the Company to perform its obligations hereunder. The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to Parent on the 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 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 (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. Buyer Parent has delivered to Seller a the Company true and complete copy of copies of: (i) the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from letter, dated as of August 4, 2011 between Parent, Bank of America, N.A., ▇▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇, National Association and ▇▇▇▇▇▇ Fargo Securities▇▇▇▇▇▇ & ▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ Securities LLC (collectively with their Affiliatescollectively, the “Debt Financing ProvidersSources”) and excerpts of those portions of the Fee Letter (as defined in the Merger Agreement) and any other executed fee letter and 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 parties) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, (the “Debt Financing Commitment”), pursuant to which which, upon the terms and subject to the conditions set forth therein, the Debt Financing Providers Sources have committed agreed to provide Buyer with financing for lend the transactions contemplated hereby in an aggregate amount of $275,000,000 amounts set forth therein (the “Debt Financing”) for the 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 ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Capital Partners VI, L.P. and the other parties thereto (collectively, the “Investors”) (the “Transaction Equity Financing Commitment” and together with the 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”). The Debt Commitment Letter 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 the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are no other agreements, side letters or arrangements to which Parent or Merger Sub is a party relating to any of the Financing Commitments that could affect the availability of the Financing. As of the date hereof, the Financing Commitments are in full force and effect and constitutes constitute the legal, valid and binding obligations of Buyereach of Parent and, and to Buyer’s knowledgethe knowledge of Parent, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party conditions precedent related to the funding or investing, as applicable, of the full amount net proceeds of the Debt Financing (including any “market flex” provisions) other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact Financing Commitments. Assuming the conditionality or aggregate amount satisfaction of the Debt Financing. Except as specifically conditions set forth in Section 8.3(a) and Section 8.3(b) or Section 8.3(a) and Section 8.3(b) of the Debt Commitment LetterMerger Agreement, (a) there are no other conditions precedent as applicable, the aggregate proceeds to be disbursed pursuant to the obligations 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 pay the 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 Financing Providers Transactions and the Datatel Entities and their respective Subsidiaries to fund pay the Debt Financing fees and expenses of the Datatel Entities and the SunGard Entities (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount extent reimbursable under Section 7.15 of the Debt Financing or impose any additional condition precedent Merger Agreement) related to the availability of the Debt Financingforegoing. As of the date hereof, Buyer no event has occurred which would result in any breach or violation of or constitute a default (aor an event which with notice or lapse of time or both would become a default) is not aware of any fact or occurrence that makes by Parent under any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respectFinancing Commitments, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, neither Sophia Holding I nor Datatel has no any reason to believe that it any of the conditions to any of the Financing will be unable to satisfy on a timely basis any term or condition of closing to not be satisfied by it or its Affiliates contained that the Financing will not be available to Sophia Holding I or Datatel, as applicable, on the Asset Closing Date or, in the Debt Commitment Lettercase 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. Buyer has The Datatel Entities have fully paid any and all commitment fees and or other fees required by the Debt Commitment Letter to be paid on or prior to the date hereof pursuant to the Financing Commitments. Except as otherwise contemplated by Section 9.4 of the date hereofMerger Agreement, the obligations of the Datatel Entities under this Agreement and the Merger Agreement are not subject to any conditions regarding their ability to obtain financing for the Transactions.

Financing. Buyer Parent has delivered to Seller a the Company true and complete copy copies of (i) the executed equity commitment letter, dated as of the date of this Agreement (the “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 (excluding letter, dated as of the fee letter date hereof, among Parent, ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., ▇.▇. ▇▇▇▇▇▇ Securities LLC, and pricing related thereto) to Buyer Barclays Bank PLC (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank), National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers lenders party thereto have committed agreed, upon the terms and subject to provide Buyer with the conditions thereof, to lend the amounts (which includes up to $900,000,000.00 in bridge financing (the “Bridge Financing”) to be utilized in the event the placement of senior notes (the “High Yield Financing”) is not consummated) set forth therein for the purposes of financing the transactions contemplated hereby in an aggregate amount by this Agreement and related fees and expenses and the refinancing of $275,000,000 any outstanding indebtedness of the Company (including under the Existing Credit Agreement) (the ‘‘Debt Financing” and, together with the Equity Financing, the “Debt 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 and constitutes the legalamount or availability of the Debt Financing) redacted), valid and binding obligations as of Buyer, and to Buyer’s knowledge, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles date of equity. There this Agreement there are no side letters or other agreements, Contracts to which Buyer or any of its Affiliates is a party arrangements related to the funding or investinginvestment, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter Financing Agreements delivered to the Company prior to the date hereof. Parent has fully paid any and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact all commitment fees or other fees in connection with the conditionality Financing Agreements that are payable on or aggregate 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. Except as specifically Financing are those expressly set forth in the Equity Financing Commitment and the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financingrespectively. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, 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 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 closing the Financing Agreements required to be satisfied by it 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 its Affiliates contained refinancing of debt contemplated in this Agreement or the Debt Commitment Letter. Buyer has fully paid any and Financing Agreements (including repayment of indebtedness under the Existing Credit Agreement), the payment of all commitment fees and other fees amounts required by the Debt Commitment Letter to be paid as in connection with the consummation of the date hereof.transactions contemplated by this Agreement and to allow Parent and Sub to perform all of their obligations under this Agreement and pay all fees and expenses to be paid by Parent or Sub related to the transactions contemplated by this Agreement. [...]

Financing. Buyer Parent has delivered to Seller the Company a true true, complete and complete correct copy of the two executed commitment letter (excluding the fee letter letters, each dated as of November 21, 2011, among Parent and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from Bank of America, N.A., ▇▇▇▇▇▇▇ Fargo BankLynch, National Association and Pierce, ▇▇▇▇▇▇ Fargo Securities& ▇▇▇▇▇ Incorporated and Barclays Bank PLC (together, LLC the “Lead Commitment Parties” and, together with any person who executes a joinder to such commitment letters or who otherwise commits to provide any portion of the Financing (collectively as defined below), “Commitment Parties” and, together with their Affiliatesrespective shareholders, partners, members, affiliates, directors, officers, employees and agents, the “Financing ProvidersSources”) ), which are attached hereto as Annex D (the “Financing Commitments”), pursuant to which the Financing Providers lenders party thereto severally have committed committed, on the terms and subject to provide Buyer with financing the conditions set forth therein, to lend the amounts set forth therein for the transactions contemplated hereby in an aggregate amount purposes of $275,000,000 financing the Transactions (the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes Financing Commitments have not been amended or modified prior to the legaldate hereof, valid and binding obligations and, as of Buyer, and to Buyer’s knowledgethe date hereof, the other parties theretorespective 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, subject complete and correct copies of which has been provided to (i) applicable bankruptcythe Company, insolvencywith only fee amounts and certain economic terms of the market flex redacted), reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles as of equity. There the date hereof there are no side letters or other Contracts to which Buyer or any arrangements altering the terms or conditions of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent Financing Commitments delivered to the obligations of the Financing Providers Company prior to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer Parent has fully paid any and all commitment fees and or other fees required by in connection with the Debt Commitment Letter Financing Commitments that are due and payable on or prior to be paid 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 outstanding Shares are tendered in the 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 Transactions and the Financing.

Financing. Buyer (a) Parent has received and accepted, and delivered to Seller a true the Company complete and complete copy of correct copies of, (i) the fully executed commitment letter and redacted fee letter (excluding of which only the fee letter amounts, price caps and pricing related thereto) economic “flex” terms have been redacted; provided that such redacted terms do not affect the conditionality of or the amount of cash proceeds available to Buyer Parent and Merger Subsidiary), each dated as of October 21, 2015 (the “Debt Commitment LetterLetters”) ), from ▇▇▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC Bank USA (collectively with their any other agents, arrangers, managers, lenders and other entities from time to time party thereto and such Persons’ Affiliates, successors and assigns, the “Debt Financing ProvidersSources”) pursuant to which the Financing Providers have committed confirming their respective commitments to provide Buyer Parent with debt financing for in connection with the transactions contemplated hereby in an aggregate amount of $275,000,000 Transactions (the “Debt Financing”) and (ii) fully executed commitment letters (the “Equity Commitment Letters,” and together with the Debt Commitment Letters, the “Financing Commitment Letters”) from each of the parties listed on Annex I hereto (the “Equity Financing Sources” and together with the Debt Financing Sources, the “Financing Sources”) confirming the respective counterparties’ commitments to provide Parent with equity financing in an amount up to the aggregate amount set forth therein in connection with the Transactions (the “Equity Financing,” and together with the Debt Financing, the “Financing”). The Debt Assuming that the Financing contemplated by the Financing Commitment Letter Letters is fully funded on the terms set forth therein, Parent and Merger Subsidiary will have at and after the Closing funds sufficient to consummate the Merger upon the terms contemplated by this Agreement and pay all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives pursuant to this Agreement. (b) Each of the Equity Commitment Letters is in full force and effect as of the Agreement Date and constitutes the legal, is a valid and binding obligations obligation of BuyerParent and Merger Subsidiary and, and to Buyer’s knowledgethe knowledge of Parent, the other parties thereto. The Company is a third-party beneficiary of the Equity Commitment Letters on the terms set forth therein. Each of the Debt Commitment Letters is in full force and effect as of the Agreement Date and is a valid and binding obligation of Parent and Merger Subsidiary and, subject to the knowledge of Parent, the other parties thereto. Parent or Merger Subsidiary has fully paid, or caused to be fully paid, any and all commitment or other fees in connection with the Financing Commitment Letters that are payable on or prior to the Agreement Date. As of the Agreement Date, none of the Financing Commitment Letters have been amended or modified in any respect, no such amendment or modification is contemplated (iother than with respect to any “market flex” terms contained in the Debt Commitment Letter, to the extent such “market flex” terms may be deemed an amendment or modification) applicable bankruptcyand the respective commitments contained therein have not been withdrawn, insolvencyrescinded or otherwise modified in any respect. As of the Agreement Date, reorganizationno event has occurred which, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles with or without notice, lapse of equitytime or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Subsidiary or, to the knowledge of Parent, any other party thereto under any Financing Commitment Letter. 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, as of the Agreement Date, Parent has no reason to believe that any term or condition of closing of the Financing that is required to be satisfied will not be satisfied, or that the Financing will not be made available to Parent on the date of the Closing. There are no side letters or other Contracts to which Buyer Parent or any of its Affiliates is a party (i) related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Financing Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment LetterLetters, (aii) there are no other conditions precedent awarding any Person any financial advisory role on an exclusive basis or (iii) prohibiting or seeking to the obligations of the Financing Providers prohibit any Person from providing or seeking to fund the Debt Financing and (b) there are no contingencies pursuant provide financing to any Contract Person in connection with a transaction relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereofCompany.

Financing. 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 delivered to Seller a true true, complete, and complete copy correct copies of the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association Letters and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”). The each such Debt Commitment Letter is in full force and effect as of the date hereof and constitutes represents a valid, binding and enforceable obligation of Buyer and, to the legal, valid and binding obligations knowledge of Buyer, and to Buyer’s knowledge, the each other parties party thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of consummate the Debt Financing other than as (a) as expressly set forth in subject only to the Debt Commitment Letter satisfaction or waiver of the Financing Conditions and (b) customary fee letter(s)to the Enforceability Limitations. Subject only to the satisfaction or waiver of the Financing Conditions, engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount proceeds of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereoftogether with available cash, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closingsufficient to consummate the Transactions, and assuming compliance in including the making of all material respects by Closing Payments on the Company and Seller of their respective obligations under this Agreement, Closing Date. Buyer has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment LetterLetters. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as 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 satisfied or (ii) the Debt Financing will not be made available to Buyer on the Closing Date. Buyer acknowledges and agrees that under the terms of this Agreement, Buyer’s obligation to consummate the Closing is not in any 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. Buyer (a) Assuming the Financing has been received, at or prior to the 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 Seller a true the Company an accurate and complete copy of the a fully executed debt commitment letter (excluding the fee letter together with all annexes, schedules and pricing related exhibits thereto) to Buyer from the financial institutions party thereto (collectively, the “Debt Lenders”) (such letter, the “Commitment Letter”) from ▇▇▇▇▇ Fargo Bank), National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to the terms, but subject to the conditions expressly set forth therein, of which certain of the Financing Providers Lenders have committed to provide Buyer Parent and Merger Sub with debt financing in the amounts set forth therein for purposes of partially financing the transactions contemplated hereby in an aggregate amount of $275,000,000 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 Debt Commitment Letter is is, and each definitive agreement with respect to the Debt Financing (which definitive agreements are referred to collectively in full force and effect and constitutes 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 valid, binding and binding obligations enforceable obligation of BuyerParent (to the extent party thereto) and Merger Sub (to the extent party thereto) and, and to Buyer’s knowledgethe Knowledge of Parent, the other parties thereto, thereto in accordance with their respective terms and subject to to: (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and the respective conditions expressly set forth therein; (ii) any Law of general principles application relating to bankruptcy, insolvency and the relief of equitydebtors; and (iii) rules of Law governing specific performance, injunctive relief and other equitable remedies. As of the 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 the funding of the full amount of the Debt Financing, other than as expressly set forth in or expressly contemplated by the Commitment Letter and this Agreement, 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 the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to 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 Contracts to which Buyer agreements, contracts or any of its Affiliates is a party arrangements related to the funding or investing, as applicable, of the full amount of the Debt Financing Financing, other than as (a) as expressly set forth in the Debt Commitment Letter and (b) any customary engagement letters, fee letter(s), engagement letter(s) letters and non-disclosure agreement(s) which agreements that do not impact the conditionality for the Debt Financing to occur or aggregate amount of the Debt Financing. Except as specifically set forth . (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 part of Parent under the Commitment Letter or (ii) would, individually or in the Debt Commitment Letteraggregate, (a) there are no other conditions precedent permit the Lenders to the obligations of the Financing Providers terminate, or to not immediately fund the Debt Financing and (b) there are no contingencies pursuant facilities to any Contract relating to the transactions contemplated hereby to which Buyer or any be established thereunder upon satisfaction of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financingall conditions thereto. As of the date hereofof this Agreement, Buyer (a) neither Parent nor Merger Sub is not aware of any fact or occurrence that makes material inaccuracies in any of the representations or warranties (if any) of Buyer Parent or Merger Sub in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer To the extent required, Parent has fully paid any and all commitment fees and or other fees required by the Debt Commitment Letter to be paid as of prior to the date hereofof this Agreement pursuant to the Commitment Letter.

Financing. Buyer Parent has delivered to Seller the Company true, complete and fully executed copies of a true and complete copy of the executed commitment letter (excluding together with the executed fee letter related thereto of even date herewith from BMO Capital Markets Corp. and pricing any related thereto) to Buyer 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 “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bankaggregate amount, National Association and ▇▇▇▇▇ Fargo Securitiesconditionality, LLC (collectively with their Affiliatesavailability or termination of the debt financing contemplated therein)), the “Financing Providers”) pursuant to which the Financing Providers have committed provide such lenders’ respective commitments to provide Buyer Parent with bank debt financing for in connection with the transactions contemplated hereby in an aggregate the amount of $275,000,000 set forth therein (collectively, the “Debt Commitment Letters”) (such debt financing, the “Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, is a valid and binding obligations obligation of BuyerParent and any of its affiliates party thereto and, and to Buyer’s knowledgethe knowledge of Parent, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium thereto and similar laws affecting creditors’ rights enforceable against Parent and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a affiliates party related thereto and, to the funding or investingknowledge of Parent, the other parties thereto in accordance with their terms, except insofar as applicable, of such enforceability may be limited by the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt FinancingEnforceability Exceptions. As of the date hereof, Buyer (a) is the Commitment Letter has not aware of any fact been amended or occurrence that makes any modified, and the commitments contained in the Commitment Letter have not been withdrawn, rescinded or otherwise modified. As of the representations date hereof, there are no side letters or warranties of Buyer in other arrangements relating to the Debt Commitment Letter inaccurate that would reasonably be expected to affect the availability of the funding in any material respect, and (b) assuming full of the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied Financing at or before the Closing, and assuming compliance in all material respects by . As of the Company and Seller date of their respective obligations under 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 Commitment Letter on or prior to the date of this Agreement. As of the date of this Agreement, no reason event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to believe that it will be unable to satisfy constitute a material default or breach on a timely basis the part of Parent under any term or condition of closing the Commitment Letter, or otherwise result in any portion of the Financing contemplated thereby to be satisfied by it unavailable. There are no conditions precedent or its Affiliates contained other contingencies related to the funding of the full amount of the Financing, other than as set forth in the Debt Commitment LetterLetter in the form so delivered to the Company. Buyer The aggregate proceeds of the Financing, together with the cash or other sources of immediately available funds that Parent has fully paid or will have prior to the Closing, are in an amount sufficient to enable it to consummate the Merger and the other transactions contemplated hereby and to pay any and all commitment related fees and other fees required by the Debt Commitment Letter to be paid as of the date hereofexpenses.

Financing. Buyer HTI Acquisition has delivered to Seller a true Alleghany (i) true, correct and complete copy signed counterpart(s) of the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer letters (the “Debt "Equity Commitment Letters"), dated on or prior to the date hereof, whereby the parties thereto (the "Equity Investors") have agreed, subject to the terms and conditions set forth therein, to make or cause to be made in HTI Holding equity investments in cash in the aggregate amount of not less than $25,000,000 (the "Equity Commitment"); (ii) a true, correct and complete signed counterpart of a letter agreement by and between HTI Holding and HTI Acquisition, dated on or prior to the date hereof, whereby HTI Holding has agreed to contribute the entire Equity Commitment to HTI Acquisition (the "Contribution Letter”"); and (iii) from ▇▇▇▇▇ Fargo Banktrue, National Association correct and ▇▇▇▇▇ Fargo Securitiescomplete signed counterpart(s) of commitment letter(s), LLC (collectively with their Affiliatesdated on or prior to the date hereof, the “Financing Providers”) pursuant to which the Financing Providers lenders party thereto have committed agreed, subject to provide Buyer the terms and conditions set forth therein, to provided or cause to be provided debt financing in connection with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 provided for herein and revolving credit to HTI Acquisition (the “Debt Financing”"Commitment Letters" and, together with the Equity Commitment Letters and the Contribution Letter, the "Commitments"). The Debt Commitment Letter is Commitments have not been amended in a manner that would be prohibited by the last sentence of this Section 5.6 and are, to the Knowledge of HTI Acquisition, in full force and effect effect. The Commitments are subject to no contingencies or conditions other than those set forth in the copies of the Commitments delivered to Alleghany. Subject to the terms and constitutes conditions of the legal, valid and binding obligations of BuyerCommitments, and subject to Buyer’s knowledgethe terms and conditions of this Agreement, the Commitments would provide HTI Acquisition with acquisition financing at the Effective Time sufficient to consummate the Merger upon the terms contemplated by this Agreement (the "Acquisition Financing"). Nothing contained in this Agreement shall prohibit HTI Acquisition or the Equity Investors from entering into agreements relating to the financing or the operation of HTI Acquisition or the Surviving Equity, including adding other parties thereto, subject to equity providers or operating partners; provided that (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally the aggregate amount of the Equity Commitment shall not be reduced in any way to less than $25,000,000 and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid HTI Acquisition shall have obtained any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as consents of the date hereoflenders under the Commitment Letters.

Financing. Buyer has delivered (a) Prior to Seller a true the Merger Closing, the Company shall use its commercially reasonable efforts, and complete copy shall cause each of its Subsidiaries to use its commercially reasonable efforts, and shall use its commercially reasonable efforts to cause its Representatives to use their commercially reasonable efforts, in each case at Parent’s sole expense, to provide such customary cooperation to Parent and Merger Sub as may be reasonably required or requested in connection with the Financing, including (i) to the extent not included in the Company SEC Documents, furnishing Parent and Merger Sub and their Financing Sources (A) audited consolidated financial statements of the executed commitment letter Company covering the three (excluding 3) fiscal year period ended September 30, 2014, (B) within 40 days after the fee letter 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 pricing the related theretounaudited 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 Buyer 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), (iv) using commercially reasonable efforts to assist in obtaining such legal opinions and comfort letters and consents from accountants for the use of their reports and materials as reasonably requested by Parent, (v) providing Parent with all documentation and other information required by regulatory authorities and as reasonably requested by Parent on behalf of Financing Sources with respect to the Company and its Subsidiaries in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, Title III of Pub. L. 107-56 (signed into law October 26, 2001), and (vi) preparing and delivering to Parent any 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) from ▇▇▇▇▇ Fargo Bankbe required to waive or amend any terms of this Agreement or to pay any commitment or other similar fee in connection with the Financing, National Association (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 ▇▇▇▇▇ Fargo Securitiesthe Merger Sub contemplated by this Section 5.16, LLC 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, (collectively 4) take any action that, in the good faith determination of the Company, would unreasonably interfere with their Affiliatesthe 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 “Financing Providers”disclosure of which is prohibited or restricted under applicable Law or is legally privileged, or (6) pursuant take any action that will conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach of, or default under, any Contract to which the Company or any of its Subsidiaries is a party or (7) except only as will be effective at the Offer Closing, take any corporate action approving, or executing any document or agreement relating to, the Financing. If this Agreement is terminated in accordance with Section 7.1, Parent shall, reasonably promptly upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs to 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 Providers have committed 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 provide Buyer 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 financing for the transactions contemplated hereby marketing of the Financing (including in an aggregate amount 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 $275,000,000 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 “Debt Financing”). 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 in the Debt Commitment Letter is in full force (or with terms and effect conditions agreed by Parent and constitutes the legalFinancing Sources subject to restrictions on amendments of the Debt Commitment Letter set forth below), valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject including using commercially reasonable efforts to (i) applicable bankruptcymaintain in effect the Debt Commitment Letter, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles negotiate definitive agreements with respect thereto on the terms and subject only to 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 equitythe 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). There are no side letters 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 in accordance with Section 5.16(f). (d) Parent shall give the 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 Debt Commitment Letter or the definitive agreements relating to the Financing of which Parent or Merger Sub becomes aware, (ii) any termination of the Debt Commitment Letter, (iii) the receipt of any written notice or other Contracts written communication from any Person with respect to which Buyer any (x) actual or potential default, breach, termination or repudiation of the Debt Commitment Letter, any definitive agreement relating to the Financing or any provision of the Debt Commitment Letter or the definitive agreements relating to the Financing, in each case by any party thereto, or (y) material dispute or disagreement between or among any parties to the Debt Commitment Letter or the 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 (iv) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the 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 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 Affiliates is a party related rights under, the Debt Commitment Letter or the definitive agreements relating to the funding Financing; provided, however, that it shall not agree to or investingpermit any amendments, as applicablerestatements, 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 full Company if such amendments, supplements, modifications or waivers would (i) with respect to the Debt Commitment Letter, 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 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 or otherwise expand, amend or modify any of the conditions to the Financing relative to those contained in the Debt Commitment Letter, or otherwise expand, amend or modify any other than 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 (a) 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 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 (b) customary with only the fee letter(s)amounts and certain other provisions redacted, engagement letter(s) and non-disclosure agreement(s) which redacted provisions do not impact relate to the conditionality or aggregate amount of or conditionality of, or contain any conditions precedent to, the Debt Financing. Except ). (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 specifically the case may be, alternative financial institutions in an amount sufficient (together with cash available to the Company) to consummate the transactions contemplated by this Agreement (“Alternative Financing”) upon terms and conditions no less favorable, taken as 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 the Debt Commitment Letter, (a) there are no other conditions precedent as applicable, as promptly as reasonably practicable following the occurrence of such event. Parent shall promptly deliver to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereof.Compan

Financing. Buyer 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 delivered to Seller a the Company true and complete copy copies of the executed commitment letter (excluding the fee letter letters, dated May 14, 2007 from General Electric Capital Corporation, UBS Loan Finance LLC and pricing related thereto) to Buyer UBS Securities LLC (the “"Debt Commitment Letter”) from ▇▇▇▇▇ Fargo BankLetters"), National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers lender parties thereto have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties theretocommitted, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding the consideration payable by Parent and the Purchaser in respect of the Company Shares and Company Options (the "Debt Financing"). As of the date of this Agreement: (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally the Debt Commitment Letters have not been amended or modified; and (ii) general principles none of equitythe commitments contained in the Debt Commitment Letters have been withdrawn or rescinded in any respect. There are no side letters conditions precedent or other Contracts to which Buyer or any of its Affiliates is a party contingencies related to the funding or investing, as applicable, by such lenders of the full amount of the Debt Financing Financing, other than as (a) as expressly set forth in or contemplated by the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt FinancingLetters. As of the date hereofof this Agreement, Buyer (a) is not aware of any fact or occurrence that makes any and assuming the accuracy of the Company's representations or warranties of Buyer set forth in this Agreement and the Company's compliance with its covenants set forth in this Agreement, in each case such that the conditions to the Debt Financing contemplated by the Debt Commitment Letter inaccurate in Letters are satisfied, neither Parent nor Purchaser has any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment LetterLetters. Buyer has Parent or Purchaser will fully paid pay any and all commitment fees that are incurred and other fees required by are due and payable in connection with the Debt Commitment Letter to be paid Financing as of the date hereofand when they become payable.

Financing. Buyer As of the date hereof: (a) Acquiror has delivered to Seller the Company a true and complete copy of the fully executed commitment letter and the related fee letter (excluding with only the fee letter amounts and pricing other customary information not related theretoto conditionality redacted therefrom) to Buyer (together, the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bankdated as of May 3, National Association 2012 among Acquiror, General Electric Capital Corporation, GE Capital Markets, Inc. and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) Silicon Valley Bank pursuant to which and subject to the Financing Providers terms and conditions thereof the parties thereto (other than Acquiror) have committed to provide Buyer the debt financing in connection with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”). Acquiror intends to undertake, in accordance with Section 5.12(b) hereof, an 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 additional financing in connection with the transactions contemplated hereby (the “Additional Financing” and, together with the Debt Financing, the “Financing”). Acquiror is eligible to file a registration statement on Form S-3 in connection with the Additional Financing. (b) The Debt 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 constitutes the legal, valid and binding obligations of Buyerhas not been amended or modified in any respect, and to Buyer’s knowledgethe 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 other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles part of equity. There are no side letters Acquiror or other Contracts to which Buyer or any of its Affiliates is a party related to Sub under the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, Acquiror has no reason to believe that it will be unable to satisfy on a timely basis basis, any term or condition of closing to be satisfied by it or its Affiliates it, contained in the Debt Commitment Letter. Buyer There are no conditions precedent to the funding of the full amount of the Debt Financing other than the conditions precedent set forth in the Commitment Letter, and Acquiror has no reason to believe that it will not be able to 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 Closing Date. There are no other agreements, side letters, or arrangements relating to the Debt Financing that could affect the availability of the Debt Financing. Subject to the terms and conditions 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 other financial resources of Acquiror and Sub including cash, cash equivalents and marketable securities of Acquiror, the Company and their respective Subsidiaries on the Closing Date, in each case which have been specifically identified to the 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 Merger upon the terms contemplated by this Agreement, effect any other repayment or refinancing of debt contemplated in connection with the consummation of the Merger and pay 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 and or other fees required by the Debt Commitment Letter to be paid as of by it on or prior to the date hereofof 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. Buyer (a) Parent has delivered to Seller the 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 (excluding redacted for provisions related to fees, pricing, “flex” terms (other than any “flex” term expressly permitted thereby to be disclosed to the fee letter Company), any other economic term and pricing other confidential items but not, for the avoidance of doubt, as to any matters related thereto) to Buyer conditionality), collectively, the “Commitment Letters”), pursuant to which, upon the terms and subject to the conditions set forth or referred to therein, certain Financing Sources have agreed to lend the amounts set forth therein (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”), for the 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. The Debt Assuming satisfaction of the conditions set forth in Section 6.1 and Section 6.3 and performance by the Company of its obligations under this Agreement, the proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letters and other cash available to Parent and its affiliates in the aggregate will be sufficient for Parent to pay the Merger Consideration and all related fees and expenses at the Closing. (b) As of the date of this Agreement, each Commitment Letter is in full force and effect and constitutes the legal, is a valid and binding obligations of BuyerParent and, and to Buyer’s knowledgethe knowledge of Parent, the other parties thereto, enforceable in accordance with its terms (subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws Laws affecting creditors’ rights and remedies generally and (ii) to general principles of equity. There , including that equitable remedies are no side letters or other Contracts discretionary and may not be ordered), and is not subject to which Buyer or any of its Affiliates is a party conditions precedent related to the funding of the net proceeds of the Financing that are not set forth or investingotherwise 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 applicable, to any matters related to conditionality). (c) None of the full amount 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 Debt 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 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, Parent has no reason to believe that it or any other than as (a) as expressly party thereto will be unable to satisfy any of the conditions to the Financing to be satisfied pursuant to each Commitment Letter on the 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 the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and ARTICLE III or non-disclosure agreement(scompliance by the Company and its Affiliates with their respective obligations hereunder on any such condition to the Financing. (f) which do not impact the conditionality or aggregate amount As of the Debt Financing. Except as specifically set forth in the Debt Commitment Letterdate of this Agreement, (a) there are no side letters, understandings or other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract agreements relating to the transactions contemplated hereby Financing to which Buyer Parent or any of its Affiliates is a party that would permit imposes conditions to the Financing Providers to reduce the total amount funding of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions other than those set forth in Sections 7.1 and Section 7.3 will be satisfied at the Commitment Letters. (g) Parent or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy an Affiliate thereof on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer behalf has fully paid any and all commitment fees and or other fees required by the Debt Commitment Letter Letters to be paid as of prior to the date hereofof this Agreement.

Financing. Buyer (a) RMT Parent has delivered to Seller GPC a true true, complete and complete fully executed copy of the executed 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 (excluding ii) any associated fee letters (solely in the case of the administrative agent fee letter letter, redacted in a customary manner solely with respect to fees payable and pricing related 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 the lead arrangers, lenders and other financing sources party thereto (together with all additional lead arrangers, lenders and other financing sources added to Buyer the RMT Commitment Letter or any Alternative RMT Commitment Letter, the “RMT Lenders“ and, together with the SpinCo Lenders, the “Lenders”), pursuant to which, among other things, the RMT Lenders have, subject to the terms and conditions set forth therein, committed to RMT Parent to provide or cause to be provided to Essendant Co. (the “Debt RMT Borrower”) debt financing in the aggregate amount set forth therein (the bank financings contemplated by the RMT Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, being referred to as the “RMT Financing“; the RMT Financing Providers”) pursuant to which together with the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (SpinCo Financing, each a “Financing” and together the “Debt FinancingFinancings”). The Debt 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 constitutes the is a legal, valid and binding obligations obligation of BuyerRMT Parent and, and to Buyer’s knowledgethe knowledge of RMT Parent, the other parties theretothereto (in each case, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) to general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereofof this Agreement (assuming the accuracy of the representations and warranties and undertakings of each of GPC and SpinCo under this Agreement for such purpose), Buyer (ax) 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 RMT Parent under any term or condition of the RMT Commitment Letter and (y) RMT Parent is not aware of any fact fact, event or any other occurrence that makes any of the representations or warranties of Buyer RMT Parent in the Debt 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 is funded in accordance with the RMT Commitment Letter, the proceeds of the RMT Financing will be sufficient to repay all outstanding obligations under the Existing RMT Credit Agreement and pay all related fees and expenses associated with the foregoing (the “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, and (b) assuming subject to the satisfaction of all the conditions set forth in Sections 7.1 Section 8.01 and Section 7.3 will be satisfied at or before Closing8.03, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, RMT Parent has no reason to believe that it will be unable any of the conditions to satisfy on a timely basis any term or condition of closing the RMT Financing that are required to be satisfied by it or its Affiliates contained in any other party to the Debt RMT Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required Letter as a condition to the obligations under the RMT Commitment Letter will not be satisfied on a timely basis or that the RMT Financing contemplated by the Debt RMT Commitment Letter will not be available to be paid as of RMT Borrower on the date hereofClosing Date.

Financing. Buyer (a) Parent has delivered to Seller the 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 the 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 and (ii) a true and complete copy of the fully executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer referenced therein (together, the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC relating to fees with respect to the Debt Financing (collectively with their Affiliatesredacted to remove only fee amounts, the rates and amounts included in the “Financing Providersmarket flex” provisions and certain other economic terms (none of which could adversely affect the amounts, availability, timing or conditionality of the Debt Financing)). The Debt Commitment Letter and any other debt commitment letter (including any replacement of the Debt Commitment Letter and related fee letter in connection with any Alternative Financing) executed in accordance with Section 7.06, as replaced, amended, supplemented, modified or waived in accordance with Section 7.06, including all exhibits, schedules, and annexes to such letters, are hereinafter referred to together as the “Debt Commitment Letters”) . The financing contemplated pursuant to which the Financing Providers have committed Debt Commitment Letters is hereinafter referred to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (as the “Debt Financing”). The . (b) As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and constitutes the is a legal, valid and binding obligations obligation of BuyerParent, and to Buyer’s knowledgethe knowledge of Parent, the other parties thereto, and enforceable in accordance with its terms against Parent, and to the knowledge of Parent, each of the other parties thereto, in each case, subject to the Bankruptcy and Equity Exceptions. All commitment fees required to be paid under the Debt Commitment Letters have been paid in full by Parent or will be duly paid in full by Parent as and when due, and Parent has otherwise satisfied all of the other items and conditions required to be satisfied by Parent, and within its control, pursuant to the terms of the Debt Commitment Letter on or prior to the date of this Agreement. The Debt Commitment Letter has not been amended, restated, modified or terminated, nor has compliance with any term thereof been waived, on or prior to the date of this Agreement and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded or otherwise modified in any respect on or prior to the date of this Agreement. As of the date of this Agreement, (i) applicable bankruptcyno event has occurred which, insolvencywith or without notice, reorganizationlapse of time or both, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles would reasonably be expected to constitute a breach or default, in each case, on the part of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related Parent or, to the funding or investingknowledge of Parent, as applicableany other party, of the full amount of the Debt Financing other than as (a) as expressly set forth in under the Debt Commitment Letter and (bii) customary fee letter(s)assuming the accuracy of the Company’s representations and warranties contained in Article IV and compliance by the Company with its covenants contained in Article VI and Article VIII, engagement letter(s) in each case, in all material respects, Parent has no knowledge that any of the conditions to the Debt Financing will not be satisfied on the Closing Date or that the Debt Financing or any other funds necessary for the satisfaction of all of Parent’s and non-disclosure agreement(s) which do its Subsidiaries’ obligations under this Agreement will not impact be available to Parent on the conditionality or aggregate amount Closing Date. The consummation of the Debt Financing. Except as specifically Financing is subject to no conditions precedent other than those expressly set forth in the copy of the Debt Commitment Letter, (a) there are no other conditions precedent Letter delivered to the obligations of the Financing Providers to fund the Debt Financing Company, and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers Sources to reduce the total amount of the Debt Financing or impose any additional condition precedent other than those expressly set forth in the copy of the Debt Commitment Letter delivered to the availability Company on or prior to the date hereof. Except for any engagement letters or related fee letters related to the permanent financing referred to in the Debt Commitment Letters, as of the date of this Agreement, there are no side letters or other agreements, Contracts or arrangements to which Parent or Merger Sub or any of their respective Affiliates are a party related to the funding of the Debt Financing. As Assuming (A) the funding of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any full amount of the representations or warranties Debt Financing in accordance with and subject to the satisfaction of Buyer in the conditions of the Debt Commitment Letter inaccurate in any material respect, and (bB) assuming the conditions accuracy in all material respects of the Company’s representations and warranties set forth in Sections 7.1 Article IV of this Agreement and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company with its covenants, agreements and Seller of their respective obligations under Article VI and Article VIII of this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term the aggregate proceeds of the Debt Financing, together with cash or condition cash equivalents held by Parent and the other sources of closing to be satisfied by it or its Affiliates contained funds referenced in the Debt Commitment Letter. Buyer has fully Letters, as of the Merger Effective Time, will be sufficient to enable Parent to pay in cash all amounts required to be paid any by Parent and Merger Sub in cash on the Closing Date, including the Cash Consideration, and all commitment payments, fees and other fees expenses payable by them related to or arising out of the consummation of the transactions contemplated by this Agreement that are required by the Debt Commitment Letter to be paid as of the date hereofsuch date. The obligations of Parent and Merger Sub hereunder are not conditioned in any manner upon Parent or Merger Sub obtaining any financing.

Financing. Buyer (a) At the Initial Merger Effective Time, Parent will have available to it sources of immediately available funds sufficient to consummate the Mergers and to pay all amounts required to be paid by it in connection with the transactions contemplated by this Agreement, including the Cash Election Consideration. (b) As of the date hereof, Parent has delivered provided to Seller the Company a true true, correct and complete copy of that certain commitment letter, dated as of the executed commitment letter date hereof, by and among Finance LLC and the Debt Financing Sources party thereto (excluding together with the fee letter term sheet and pricing related all exhibits, schedules and annexes thereto) to Buyer (, the “Debt Commitment Letter”) ), and all fee letters associated therewith (as amended, supplemented, extended, replaced or otherwise modified from ▇▇▇▇▇ Fargo Banktime to time in accordance with the terms hereof, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliatescollectively, the “Financing ProvidersFee Letter”) pursuant (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 availability of Debt Financing Providers have committed at the Closing), to provide Buyer with financing provide, subject to the terms and conditions therein, Debt Financing in the aggregate amount set forth therein for the purpose of funding the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”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 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 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 constitutes is the legal, valid valid, binding and binding obligations enforceable obligation of BuyerFinance LLC and, and to Buyer’s knowledgethe Knowledge of Parent, each of the other parties thereto, as the case may be, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium Enforceability Exceptions. All commitment and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts fees required to which Buyer or any of its Affiliates is a party related be paid under the Commitment Letter prior to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth date hereof have been paid in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financingfull. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes neither Parent nor any of the representations its Affiliates has entered into any agreement, side letter or warranties of Buyer in other arrangement relating to the Debt Financing contemplated by the Commitment Letter inaccurate in any material respectLetter, and (b) assuming the conditions other than as set forth in Sections 7.1 the Commitment Letter and Section 7.3 will be satisfied at the Fee Letter. (c) ▇▇▇▇▇▇ acknowledges and agrees that in no event is the receipt or before Closing, and assuming compliance in all material respects by the Company and Seller availability of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term funds or condition of closing to be satisfied by it or its Affiliates contained in financing (including the Debt Commitment Letter. Buyer has fully paid Financing) by any and all commitment fees and other fees required by Parent Party or Finance LLC a condition to the Debt Commitment Letter to be paid as of the date hereofClosing.

Financing. Buyer (a) Parent has delivered to Seller the Company a true and complete copy of the executed a fully executed, definitive commitment letter (excluding from the fee letter Financing Sources named therein, pursuant to which such Financing Sources have committed, upon the terms and pricing related thereto) subject to Buyer the conditions set forth therein, to provide the debt financing described therein in connection with the transactions contemplated by this Agreement (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securitiessuch Commitment Letter together with any definitive credit, LLC (collectively indentures, debentures, facilities or similar financing agreement, as replaced, amended, supplemented, modified or waived, in compliance with their Affiliatesthis Agreement and including all exhibits, schedules, and annexes to such agreements, the “Debt Financing Providers”) Agreements,” and the financing contemplated pursuant to which the Debt Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (Agreements, the “Debt Financing”). The Debt . (b) As of the date of this Agreement, the Commitment Letter is in full force and effect and constitutes the is a legal, valid and binding obligations obligation of BuyerParent, and to Buyer’s knowledgethe 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 (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws affecting creditors’ rights and remedies generally and (ii) general principles of equity). There 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 Buyer or any of its Affiliates Parent Entity is a party related to the funding quantum or investing, as applicable, of the full amount conditionality of the Debt Financing (other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(scontemplated under Section 7.07(b)), engagement letter(s) and non-disclosure agreement(s) which do not impact other than the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no none of the Parent Entities have reason to believe that it 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 short-term marketable securities held by the Parent Entities, as of the First Effective Time, will be unable sufficient to satisfy on a timely basis any term or condition of closing enable Parent and/or HoldCo to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and pay all commitment fees and other fees amounts required by the Debt Commitment Letter to be paid by them in cash in connection with the transactions contemplated by this Agreement, including the Preferred Stock Consideration and all payments, fees and expenses payable by them arising out of the consummation of the transactions contemplated 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 defined in the Commitment Letter as of the date hereof).

Financing. Buyer (a) Parent has delivered to Seller a the Company true and complete copy copies of the (i) an executed equity commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Equity Commitment Letter”) from ▇▇▇▇▇ Fargo BankOrient Securities Ruide (Shanghai) Investment Management Co., National Association Ltd. (the “Sponsor”), pursuant to which the Sponsor has committed, subject to the terms and ▇▇▇▇▇ Fargo Securitiesconditions therein, LLC to purchase, or cause the purchase of, for cash, equity securities of Parent, up to the aggregate amount set forth therein (collectively the “Equity Financing”), the proceeds of which shall be used to finance the consummation of the Merger and the other Transactions, and (ii) an executed Support Agreement (together with their Affiliatesthe Equity Commitment Letter, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt FinancingDocuments”). The Debt Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereto with respect to the provisions therein. Assuming (i) the Equity Financing is funded in accordance with the Equity Commitment Letter, (ii) the contributions, investments and other transactions contemplated by the Support Agreement are consummated in accordance with the terms of the Support Agreement, and (iii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, Parent and Merger Sub will have available to them, as of or immediately after the Effective Time, all funds necessary 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, and to pay all related Expenses. (b) As of the date of this Agreement, each of the Financing Documents, in the form so delivered, is in full force and effect and constitutes the is a legal, valid and binding obligations obligation of BuyerParent and/or Merger Sub (as applicable and subject to the Bankruptcy and Equity Exception) and, and to Buyer’s knowledgethe knowledge of Parent, the other parties thereto, thereto (subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium the Bankruptcy and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equityEquity Exception). There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, As of the full amount date of this Agreement, none of the Debt Financing Documents has been amended or modified and no such amendment or modification is contemplated (other than as (a) as expressly set forth permitted by Section 6.07), the obligations and commitments contained in the Debt Financing Documents have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or restriction is contemplated (other than as permitted by Section 6.07). (c) 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 Parent, Merger Sub or, to the knowledge of Parent, any other parties thereto, under the Financing Documents; provided, however, that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in ARTICLE III. As of the date of this Agreement, Parent and Merger Sub do not have any reason to believe that any of the conditions to the Equity Financing will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time; provided, however, that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in ARTICLE III, or compliance by the Company with its obligations under this Agreement. The Equity Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount contains all of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the parties thereunder to make the Equity Financing Providers available to fund Parent on the Debt Financing and (b) there are no contingencies pursuant to any Contract relating terms therein. The parties hereto agree that it shall not be a condition to the transactions contemplated hereby Closing for Parent or Merger Sub to which Buyer or any of its Affiliates is a party that would permit obtain the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Equity Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereof.

Financing. Buyer (a) Purchaser has delivered to Seller a true complete and complete copy correct copies of the executed debt commitment letter 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 (excluding provided, that the amounts and percentages in the fee letter related to fees, certain other economic terms and pricing the “flex” provisions included therein, but only to the 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 thereto) to Buyer (redacted fee letters, collectively, the “Debt Commitment LetterFinancing Commitment”) from ▇▇▇▇▇ Fargo Bank), National Association pursuant to which, upon the terms and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliatessubject to the conditions set forth therein, the “Financing Providers”) pursuant Sources have agreed to which lend the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this 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 (z) the 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). The As of the date hereof, the Debt Financing Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyereach of Purchaser and, and to Buyer’s knowledgethe Knowledge of Purchaser, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws or other Laws affecting creditors’ rights and remedies generally and (ii) subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law. There are no side letters conditions or other Contracts to which Buyer or any of its Affiliates is a party contingencies related to the funding or investing, as applicable, of the full amount of the Debt Financing (including any “flex” provisions), other than as (a) as expressly set forth in the Debt Commitment Letter and Financing Commitment. Assuming (bA) customary fee letter(s)the Debt Financing is funded in accordance with the Debt Financing Commitment, engagement letter(s(B) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount accuracy of the Debt Financing. Except as specifically representations and warranties set forth in the Debt Commitment LetterArticles III and IV, and (aC) there performance by Seller and its Subsidiaries of their obligations that are no other conditions precedent required to be performed prior to the obligations of Closing, the Financing Providers aggregate proceeds to fund be disbursed pursuant to the agreements contemplated by the Debt Financing Commitment, together with Purchaser’s unrestricted cash on hand and (b) there are no contingencies other access to capital, in the aggregate will be sufficient for Purchaser to pay the Estimated Purchase Price on the Closing Date, any payment required to be made by Purchaser pursuant to Section 2.04 (if any) and all related fees and expenses and any Contract relating to the transactions other payment contemplated hereby to which Buyer in this Agreement or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to Commitment. Assuming the availability accuracy of the Debt Financing. As representations and warranties set forth in Articles III and IV and performance by Seller and its Subsidiaries of their obligations under this Agreement, as of the date hereof, Buyer (aI) is not aware no event has occurred that would result in any breach or violation of any fact or occurrence that makes any constitute a default (or an event which with notice or lapse of the representations time or warranties of Buyer in both would become a default) by Purchaser under the Debt Financing Commitment Letter inaccurate in any material respect, and (bII) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no Purchaser does not have any reason to believe that it any of the conditions to the Debt Financing will be unable to satisfy on a timely basis any term or condition of closing to not be satisfied by it or its Affiliates contained in that the Debt Commitment LetterFinancing will not be available to Purchaser on the Closing Date. Buyer Purchaser has fully paid any and or has caused to be fully paid all commitment fees and or other fees required by the Debt Commitment Letter to be paid as on or prior to the date hereof pursuant to the Debt Financing Commitment. (b) The obligations of Purchaser under this Agreement are not subject to any conditions regarding the ability of Purchaser, any of its Affiliates or any other Person to obtain financing for the consummation of the date hereoftransactions contemplated hereby.

Financing. Buyer has (a) Each of the MPT Parties affirms that it is not a 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 Seller a true be delivered) to the Sellers true, correct and complete copy copies of an executed debt commitment letter, dated as of the executed 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 letter(s), fee letter(s) and engagement letter(s)) (excluding the such commitment letter(s) and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and pricing related thereto) to Buyer (engagement letter, collectively, the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bankto provide, National Association subject to the terms and ▇▇▇▇▇ Fargo Securitiesconditions therein, LLC (collectively with their Affiliates, debt financing in the “Financing Providers”) pursuant to which aggregate amount set forth therein for the Financing Providers have committed to provide Buyer with financing for purpose of funding the Transactions and the transactions contemplated hereby in an aggregate amount of $275,000,000 under the Master Agreement (the “Debt Financing”). Prior to the date of this Agreement, the 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 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 to be provided on the Closing Date under the Debt Commitment Letter will, together with immediately available funds of MPT and the 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 consummation of the Transactions and the transactions contemplated under the Master Agreement, and to pay all related fees and expenses. The Debt Commitment Letter is in full force and effect and as of the date of this Agreement. The Debt Commitment Letter constitutes the legal, valid and binding obligations obligation of Buyerthe parties thereto (other than the Financing Sources) and, and to Buyer’s knowledgethe 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, subject . The Debt Commitment Letter delivered to the Sellers contains all of the conditions precedent (inone of which have been redacted) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles to the obligations of equitythe 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 Contracts agreements, contracts or arrangements to which Buyer MPT or the MPT Parties or any of its their respective Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent furnished to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies Sellers pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financingthis Section 3.7(a). As of the date hereof, Buyer (a) is the MPT Parties do not aware of have any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it (i) any party thereto will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid , (ii) any and all commitment fees and other fees required by of the conditions to the Debt Commitment Letter Financing will not be satisfied or (iii) the full amount of the Debt Financing will not be available to be paid MPT or the MPT Parties and their Affiliates on the Closing Date, and the MPT Parties are not aware of the existence of any fact or event as of the date hereofhereof that would be expected to cause such conditions to the Debt Financing not to be satisfied or the full amount of the Debt Financing not be available and either the Closing or the closing of the transactions contemplated 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 of the date of this Agreement.

Financing. (a) Buyer has delivered to Seller a true (i) true, correct and complete copy copies of the executed commitment letter (excluding the fee letter letter, dated as of March 2, 2014, between Parent and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from ▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇▇▇ Senior Funding, National Association Inc. (together with all exhibits, annexes, schedules and attachments thereto, the “Financing Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Buyer, the amounts set forth therein (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 ▇▇▇▇▇▇ Fargo Securities▇▇▇▇▇▇▇ Senior Funding, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 Inc. (the “Debt Fee Letter”) related to the Financing”). The Debt Commitment 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 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. (b) As of the date hereof, the Financing Letter is in full force and effect and constitutes is the legalvalid, valid binding and binding obligations enforceable obligation of Parent and, to the knowledge of Buyer, and to Buyer’s knowledge, the other parties theretoto the Financing Letter, subject in each case except to (i) applicable the extent enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws 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 generally and (ii) general principles of equityin general, as from time to time in effect. There are no side letters conditions precedent or other Contracts to which Buyer or any of its Affiliates is a party related contingencies relating to the funding or investing, as applicable, of the full amount of the Debt Financing Financing, other than as (a) as expressly set forth in the Debt Commitment Financing Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount Fee Letter. Assuming the accuracy of the Debt Financing. Except representations and warranties of Seller contained in this Agreement such that the conditions in Section 8.3(a) would be satisfied, as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, (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 knowledge of Buyer, any other party, under the Financing Letter and the Fee Letter and (ii) Buyer (a) is not aware of any fact or occurrence and Parent reasonably believe that makes any of the representations or warranties of Buyer conditions to the Financing contemplated in the Debt Commitment Financing Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing Fee Letter to be satisfied by it 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 representations or warranties are true or correct or whether Seller has complied with its Affiliates covenants contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereofthis Agreement.

Financing. Buyer Parent has delivered to Seller the Company a true and complete copy of the a fully executed commitment letter (excluding dated on or about the fee letter and pricing related thereto) to Buyer date of this Agreement (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 Gurnet Point L.P. (the “Debt Sponsor”), providing for an equity investment in Parent, subject to the terms and conditions therein, in cash in the aggregate amount set forth therein (the “Financing”). The Debt As of the date of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyerhas not been amended or modified, and to Buyer’s knowledgeno such amendment or modification is contemplated, and none of the other parties theretorespective obligations and commitments contained in such letters have been withdrawn, subject to (i) applicable bankruptcyterminated or rescinded in any respect and no such withdrawal, insolvencytermination or rescission is contemplated. As of the date hereof, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Buyer Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing. Assuming (i) the Financing other than as (a) as expressly set forth is funded in accordance with the Debt Commitment Letter and (bii) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount satisfaction of the Debt Financing. Except as specifically set forth Offer Conditions, the net proceeds contemplated by the Commitment Letter will, in the Debt Commitment Letteraggregate be sufficient for Merger Sub and the Surviving Corporation to pay the Merger Consideration, (a) there are no the amounts required to be paid pursuant to Section 2.08 and any other conditions precedent amounts required to be paid in connection with the obligations consummation of the Financing Providers Transactions and to fund pay all related Expenses payable on the Debt Financing and Closing Date by them in connection with the Transactions (b) there are no contingencies pursuant to any Contract relating to such amount collectively, the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing“Aggregate Commitment”). As of the date hereofof this Agreement, Buyer the Commitment Letter is (ax) is not aware 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 part of Parent or Merger Sub or any fact or occurrence that makes any other parties thereto under the Commitment Letter. As of the date of this Agreement, subject to the accuracy of the representations or and warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions Company set forth in Sections 7.1 and Section 7.3 will be satisfied at or before ClosingArticle IVI, and assuming compliance in all material respects by the Company and Seller satisfaction of their respective obligations under this Agreementthe Offer Conditions, Parent has no reason to believe that it the Financing will not be unable available to satisfy on a timely basis any term Parent or condition of closing to be satisfied by it or its Affiliates contained in Merger Sub at the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereofEffective Time.

Financing. Buyer Parent has delivered to Seller the Company (i) a true correct and complete fully executed copy of the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from letter, dated as of March 8, 2018, among Parent, Holdco, ▇▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇▇▇ Fargo SecuritiesSenior Funding, LLC Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., including all exhibits, schedules and annexes to such letter in effect as of the date of this Agreement and (collectively with their Affiliatesii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Financing ProvidersCommitment Letter”) pursuant (it being understood that such fee letter has been redacted to which remove the Financing Providers fee amounts, the rates and amounts included in the “market flex” and other economic terms that could not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Financing). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to provide Buyer with financing lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the transactions contemplated hereby purposes set forth in an aggregate amount of $275,000,000 (the “Debt Financing”)such Commitment Letter. The Debt 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 obligations obligation of Buyereach of Parent and, and to Buyer’s knowledgethe 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 (ia) applicable the effect of bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors’ rights and remedies generally and (iib) general equitable principles of equity(whether considered in a Proceeding in equity or at law). There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party conditions precedent related to the funding or investing, as applicable, of the full amount of the Debt Financing pursuant to the Commitment Letter, other than as (a) as expressly set forth in the Debt Commitment Letter Letter. Subject to the terms and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount conditions of the Debt Financing. Except as specifically set forth in the Debt 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, (ai) there are no other conditions precedent 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 obligations 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 Providers 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 fund Parent on the Debt Financing Closing Date, in each of clauses (i) and (b) there are no contingencies pursuant to any Contract relating 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 transactions contemplated hereby extent required to which Buyer be paid on or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent prior to the availability date of this Agreement in connection with the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact there are no side letters or occurrence that makes any other agreements, contracts or arrangements related to the funding of the representations Financing. The obligations of Parent, Holdco and the Merger Subs hereunder are not subject to any condition regarding Parent’s or warranties of Buyer in any other Person’s ability to obtain financing for the Debt Commitment Letter inaccurate in any material respect, Merger and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects other transactions contemplated by the Company and Seller of their respective obligations under this Agreement, 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 or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereof.

Financing. Buyer (a) Parent will have available to it upon the consummation of the Offer and the Effective Time sufficient funds to make the payments required pursuant to this Agreement with respect to, the Offer and the Merger, respectively. (b) Parent has delivered to Seller a the Company true and complete copy 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 (excluding 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 fee letter and pricing related theretoenforceability, availability or conditionality of or the aggregate amount of net proceeds available under the Financing) to Buyer (as of the date of this Agreement, collectively, the “Debt Commitment LetterLetters”) from ▇▇▇▇▇ Fargo Bank), National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which which, and subject to the terms and conditions thereof, such Financing Providers Sources have committed to provide Buyer with financing lend the amounts set forth therein to Parent for the purpose of funding the transactions contemplated hereby in an aggregate amount of $275,000,000 by this Agreement (the “Debt Financing”). The All of the Debt Commitment Letter is Letters are in full force and effect and constitutes the are legal, valid and binding obligations of BuyerParent and, and to Buyer’s knowledgethe knowledge of Parent, the other parties thereto, enforceable in accordance with their respective terms, subject to (i) applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium reorganization and similar laws affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally (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) general principles to the knowledge of equityParent, 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). There 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 Contracts agreements, contracts, arrangements or understandings to which Buyer or any of its Affiliates Parent is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact Letter. The Financing is subject to no conditions to the conditionality or aggregate obligations of the parties under the Debt Commitment Letters to make the full amount of the Debt Financing. Except as specifically Financing available to Parent or Merger Sub at the Closing other than those set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer Parent has fully paid any and all commitment fees and or other fees or deposits required by the Debt Commitment Letter Letters to be paid as on or before the date of this Agreement. The aggregate proceeds from the Financing constitute all of the date hereoffinancing required for the consummation of the transactions contemplated by this Agreement and are sufficient in amount to provide Parent with the funds necessary for it to consummate the transactions contemplated hereby and to 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. Buyer (a) On or prior to the date hereof, Parent has delivered to Seller a true the Company true, accurate and complete copy copies of (i) the fully executed debt commitment letter, dated as of the executed commitment letter (excluding date of this Agreement, by and among inter alia Parent and the fee letter and pricing related thereto) to Buyer Financing Parties specified therein (the “Initial Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bankand (ii) the executed fee letter(s), National Association dated as of the date of this Agreement, referenced therein, relating to fees and ▇▇▇▇▇ Fargo Securitiesother terms with respect to the Debt Financing contemplated by such Initial Debt Commitment Letter (with only fee amounts and customary pricing and other economic terms (including “market flex” provisions) redacted, LLC none of which redacted provisions would reasonably be expected to affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing) (collectively such Initial Debt Commitment Letter, all exhibits, schedules, term sheets, annexes, supplements, amendments and other modifications thereto that are permitted under Section 5.22 and any fee letter(s) with their Affiliatesrespect thereto of the type described in this subclause (ii) (in each case together with joinders to add additional Financing Parties), the “Financing ProvidersDebt Commitment Letters”) pursuant ). Pursuant to which the Debt Commitment Letters as in effect on the date hereof, and subject to the terms and conditions thereof, the Financing Providers Parties party thereto have committed to provide Buyer with financing lend Parent and/or its Subsidiaries party thereto the amounts set forth in the Debt Commitment Letters for the transactions purposes set forth therein (the debt financing contemplated hereby in an aggregate amount of $275,000,000 (the Debt Commitment Letters, together with any replacement debt financing permitted hereunder, including any bank financing or debt securities issued in lieu thereof, the “Debt Financing”). The . (b) As of the date of this Agreement, to the Knowledge of the Parent the commitments under the Debt Commitment Letter is Letters are in full force and effect and constitutes have not been withdrawn, rescinded, reduced or terminated, or otherwise amended or modified in any respect and, to the Knowledge of Parent, no termination, reduction, withdrawal, rescission, amendment or modification is contemplated (other than as expressly set forth therein and to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not executed the Debt Commitment Letters as of the date of this Agreement), and the Debt Commitment Letters, in the form so delivered, constitute the legal, valid and binding obligations of Buyerof, and are enforceable against, Parent, its Subsidiaries party thereto and, to Buyer’s knowledgethe Knowledge of Parent, each of the other parties thereto, subject subject, in each case, to the Enforceability Exceptions. (ic) applicable bankruptcy, insolvency, reorganization, moratorium Parent has fully paid (or caused to be paid) any and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters all commitment fees or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of fees required by the Debt Financing Commitment Letters to be paid on or before the date of this Agreement, and will pay in full any such other than amounts that are due and payable under the Debt Commitment Letters on or before the Closing Date as (a) and when due and payable. Except as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s)Letters, engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers Parties party thereto to fund provide the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party contingencies that would permit the Financing Providers Parties party thereto to reduce the total aggregate principal amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereofof this Agreement, Buyer other than the Debt Commitment Letters and a securities engagement letter (atogether with one or more fee and credit letters related thereto), there are no Contracts, agreements, “side letters” or other arrangements to which Parent or any of its Subsidiaries is a party relating to the Debt Commitment Letters or the Debt Financing. (d) is not aware 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 or a failure to satisfy a condition precedent by Parent or its Subsidiaries or, to the Knowledge of Parent, any fact other party thereto, under the terms and conditions of the Initial Debt Commitment Letter or occurrence that makes would result in any of the representations or warranties conditions in any of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming Letters not being satisfied on the Closing Date. Assuming the satisfaction of the conditions set forth in Sections 7.1 Section 6.3(a) and Section 7.3 will 6.3(b), the Debt Financing, when funded in accordance with the Initial Debt Commitment Letter and giving effect to any “flex” provision in or related to the Initial Debt Commitment Letter (including with respect to fees, expenses and original issue discount and similar premiums or charges and after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Initial Debt Commitment Letter), together with cash and cash equivalents immediately available to Parent on the Closing Date, shall provide Parent with proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s and its Affiliates’ obligations required to be satisfied at on the Closing Date under this Agreement and the Initial Debt Commitment Letter (and the Definitive Agreements for the Debt Financing contemplated therein), including the payment of any fees, expenses and other amounts of or before Closing, payable by Parent or Merger Sub or Parent’s other Affiliates on the Closing Date in connection with the Merger (as described in this Agreement) and assuming compliance in all material respects the Debt Financing contemplated by the Company Initial Debt Commitment Letter and Seller for any repayment or refinancing of the outstanding indebtedness of the Company, Parent and/or their respective Subsidiaries that is defined as the “Refinanced Indebtedness” in Exhibit A to the Initial Debt Commitment Letter (such amounts, collectively, the “Financing Amounts”). As of the date of this Agreement, no Financing Party under the Debt Commitment Letters has notified Parent or any of Parent’s Affiliates of its termination or repudiation (or intent to terminate or repudiate) any of the commitments under the Debt Commitment Letters or intent not to provide the Debt Financing. (e) Parent and Merger Sub expressly acknowledge and agree that their obligations under this Agreement to consummate the Merger or any of the other transactions contemplated by this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis are not subject to, or conditioned on, the receipt or availability of any term funds or condition financing (including, for the avoidance of closing to be satisfied by it or its Affiliates contained in doubt, the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereofFinancing).

Financing. Buyer has delivered to Seller Attached hereto as Exhibit 4.7 are (i) a true and complete copy of the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Senior Facilities Commitment Letter”) Letter from Dresdner Kleinwort Bens▇▇ ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, th America LLC (collectively with their Affiliates"DKBNA") and Dresdner Bank AG, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 New York and Grand Caymans Branch (the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s"Dresdner"), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except dated as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer which provides for a commitment for senior debt financing in an aggregate principal amount of up to $50,000,000, (aii) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt a Senior Subordinated Notes Commitment Letter inaccurate in any material respectfrom DKBNA, Dresdner and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before ClosingDresdner AG, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this AgreementHamburg Branch, 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 or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid dated as of the date hereof, which provides for a commitment for subordinated debt financing in an aggregate principal amount of $10,000,000, (iii) a letter from Dicom Group plc, dated as of the date hereof, which provides for a commitment of equity financing of $4,000,000, (iv) a letter from Dresdner Kleinwort Bens▇▇ ▇▇▇vate Equity Partners LP, dated as of the 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 terms thereof, the amounts received thereunder by Parent and Merger Sub will provide Parent and Merger Sub with sufficient funds to pay the aggregate amount payable in respect of the Shares and the Stock Options upon the consummation of the Offer and the Merger in accordance with the terms hereof. Neither Parent nor Merger Sub is presently aware of any facts or circumstances which create a reasonable basis for Parent or Merger Sub to believe that the conditions precedent set forth in the Commitment Letters will not be satisfied.

Financing. Buyer Parent has delivered to Seller a the Company true and complete copy of copies of: (i) the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from letter, dated as of August 4, 2011 between Parent, Bank of America, N.A., ▇▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇, National Association and ▇▇▇▇▇▇ Fargo Securities▇▇▇▇▇▇ & ▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ Securities LLC (collectively with their Affiliatescollectively, the “Debt Financing ProvidersSources”) and excerpts of those portions of the Fee Letter and any other executed fee letter and 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 parties) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, (the “Debt Financing Commitment”), pursuant to which which, upon the terms and subject to the conditions set forth therein, the Debt Financing Providers Sources have committed agreed to provide Buyer with financing for lend the transactions contemplated hereby in an aggregate amount of $275,000,000 amounts set forth therein (the “Debt Financing”) for the purpose of funding the Transactions; (ii) the executed equity commitment letter, dated as of August 4, 2011 among Sophia Holding I and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Capital Partners VI, L.P. and the other parties thereto (collectively, the “Investors”) (the “Transaction Equity Financing Commitment” and together with the 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”). The Debt Commitment Letter 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 the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are no other agreements, side letters or arrangements to which Parent or Merger Sub is a party relating to any of the Financing Commitments that could affect the availability of the Financing. As of the date hereof, the Financing Commitments are in full force and effect and constitutes constitute the legal, valid and binding obligations of Buyereach of Parent and, and to Buyer’s knowledgethe knowledge of Parent, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party conditions precedent related to the funding or investing, as applicable, of the full amount net proceeds of the Debt Financing (including any “market flex” provisions) other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact Financing Commitments. Assuming the conditionality or aggregate amount satisfaction of the Debt Financing. Except as specifically conditions set forth in Section 8.3(a) and Section 8.3(b), or Section 8.3(a) and Section 8.3(b) of the Debt Commitment LetterAsset Purchase Agreement, (a) there are no other conditions precedent as applicable, the aggregate proceeds to be disbursed pursuant to the obligations 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 pay the 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 Financing Providers Transactions and the Datatel Entities and their respective Subsidiaries to fund pay the Debt Financing fees and expenses of the Datatel Entities and the SunGard Entities (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent extent reimbursable under Section 7.15) related to the availability of the Debt Financingforegoing. As of the date hereof, Buyer no event has occurred which would result in any breach or violation of or constitute a default (aor an event which with notice or lapse of time or both would become a default) is not aware of any fact or occurrence that makes by Parent under any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respectFinancing Commitments, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, neither Sophia Holding I nor Datatel has no any reason to believe that it any of the conditions to any of the Financing will be unable to satisfy on a timely basis any term or condition of closing to not be satisfied by it or its Affiliates contained 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 Debt Commitment Lettercase of the Termination Fee Equity Financing, on the date the Parent Termination Fee is payable in accordance with Section 9.2(b). Buyer has The Datatel Entities have fully paid any and all commitment fees and or other fees required by the Debt Commitment Letter to be paid on or prior to the date hereof pursuant to the Financing Commitments. Except as otherwise contemplated by Section 9.4, the obligations of the date hereofDatatel Entities under this Agreement and the Asset Purchase Agreement are not subject to any conditions regarding their ability to obtain financing for the Transactions.

Financing. Buyer (a) Sequential has delivered to Seller MSLO a true true, complete and complete correct copy of the executed debt commitment letter, dated as of the date hereof between Sequential and GSO Capital Partners, LP (such commitment letter (excluding and all fee letters associated therewith, in each case as amended or otherwise modified only to the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bankextent permitted by this Agreement, National Association and ▇▇▇▇▇ Fargo Securitiescollectively, LLC (collectively with their Affiliates, the “Financing ProvidersCommitments”) ), pursuant to which the Financing Providers lenders party thereto have committed committed, subject to provide Buyer with the terms and conditions set forth therein, to lend the aggregate principal amounts set forth therein for the purposes of financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 by this Agreement and related fees and expenses (the “Debt Financing”). The Debt Commitment Letter 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 constitutes constitute the legal, valid and binding obligations obligation of BuyerSequential, and to Buyer’s knowledgethe knowledge of Sequential, the other parties thereto, subject to (i) enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws affecting creditors’ rights and remedies generally and (ii) by general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). There are no side letters conditions precedent or other Contracts contingencies (including pursuant to which Buyer any “market flex” provisions in the related fee letter or any of its Affiliates is a party otherwise) related to the funding or investing, as applicable, of the full amount of the Debt Financing Financing, other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt FinancingCommitments. As of the date hereof, Buyer (ai) Sequential is not aware of any fact in default or occurrence that makes any breach under the terms and conditions of the representations Financing Commitments and no event has occurred which, with or warranties without notice, lapse of Buyer in time or both, would constitute a default or breach on the Debt Commitment Letter inaccurate in part of Sequential or, to the knowledge of Sequential, any material respectother party thereto, under the terms and conditions of the Financing Commitments and (bii) Sequential has not received any written notice of such default or event. All commitment and other fees required to be paid on or prior to the date hereof under the Financing Commitments have been paid and, assuming the satisfaction of the conditions set forth precedent to Sequential’s obligations in Sections Section 7.1 and Section 7.3 will be satisfied at or before Closinghereunder, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no Sequential does not have any reason to believe that it will not be unable able to satisfy on a timely basis any term or condition of closing of the Financing that is required to be satisfied by it as a condition to availability of the Financing or its Affiliates contained in that the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by full amount of the Debt Commitment Letter Financing will not be made available to be paid Sequential on the 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 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 aggregate, will be sufficient to make all required payments in connection with the MSLO Merger and the other transactions contemplated hereby, 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 Closing or any of its other obligations under this Agreement that it obtain financing for, or related to, any of the transactions contemplated by this Agreement.

Financing. Buyer Parent has delivered to Seller the Company a true and complete fully executed copy of the executed commitment letter (excluding the fee letter letter, dated as of July 15, 2014, between Parent, Bank of America, N.A. and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from ▇▇▇▇▇▇▇ Fargo BankLynch, National Association and Pierce, ▇▇▇▇▇▇ Fargo Securities& ▇▇▇▇▇ Incorporated, LLC 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 (collectively provided 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) of the Financing at the Closing) (such commitment letter and related term sheets, together with their Affiliatesall exhibits, annexes, schedules, amendments and attachments thereto, as amended or otherwise modified only to the extent permitted by this Agreement, collectively, the “Financing ProvidersCommitment Letter”) pursuant ). Pursuant to, and subject to which the Financing Providers terms and conditions of, the Commitment Letter, the lenders thereunder have committed to provide Buyer with financing to Parent the aggregate principal amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the transactions contemplated hereby purposes set forth in an aggregate such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, terminated, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. There are no side letters or other Contracts or arrangements or understandings to which Parent, Merger Sub or any of their Affiliates is a party related to the funding of the full amount of $275,000,000 the Financing (except for the “Debt fee letter referenced above and any engagement letters or fee discount letters related to the Financing”, which will not have an adverse impact on the funding of the full amount of the Financing pursuant to the Commitment Letter at or prior to the Closing on the terms and conditions set forth in this Agreement and such Commitment Letter). The Debt 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 obligation of BuyerParent, and and, to Buyer’s knowledgethe Knowledge of Parent, the other parties thereto, subject enforceable in accordance with its terms against Parent and, to (i) applicable the Knowledge of Parent, each of the other parties thereto, except as limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or similar laws Laws affecting creditors’ rights and remedies generally and (ii) by general principles of equity. There are no side letters or other Contracts conditions precedent (including pursuant to which Buyer or any of its Affiliates is a party “flex” provisions) related to the funding or investing, as applicable, of the full amount of the Debt Financing pursuant to the Commitment Letter, other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact Letter. Assuming the conditionality or aggregate amount of Financing is funded in accordance with the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to and together with cash on hand at Parent, the obligations Company and their respective Subsidiaries, Parent and Merger Sub will have at and after the Closing funds sufficient for the payment of the Financing Providers aggregate cash portion of the Merger Consideration and any other amounts required to fund the Debt Financing and (b) there are no contingencies be paid pursuant to Article II hereof, the funding of any Contract relating to required refinancings or repayments of any existing Indebtedness of the transactions contemplated hereby to which Buyer Company or Parent or any of its Affiliates is a party that would permit 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 Providers to reduce (the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing“Required Amount”). As of the date hereofexecution and delivery of this Agreement, Buyer (ai) is not aware 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 fact or occurrence that makes any of other party to the representations or warranties of Buyer in Commitment Letter, under the Debt Commitment Letter inaccurate in any material respectLetter, and (bii) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no Parent does not have any reason to believe that it any of the conditions to the Financing will not be unable satisfied or that the Financing will not be available to satisfy Parent on a timely basis any term the Closing Date. Each of Parent and Merger Sub, as applicable, has fully paid, or condition of closing caused to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid paid, any and all commitment fees and or other fees to the extent required by the Debt Commitment Letter to be paid as of on or prior to the date hereofof this Agreement in connection with the Financing.

Financing. Buyer (a) Parent is a party to and has delivered to Seller accepted a true and complete copy of the fully executed commitment letter dated November 5, 2021 (excluding the fee letter together with all exhibits and pricing related schedules thereto) to Buyer (, the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank), National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers Entities party thereto have committed agreed, subject to the terms and conditions thereof, to provide Buyer with debt financing for in the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”)amounts set forth therein. The Debt debt financing committed pursuant to the Commitment Letter is collectively referred to in full force and effect and constitutes this Agreement as the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related “Financing.” Parent has delivered to the funding or investingCompany a true, as applicable, complete and correct copy of the full amount of the Debt Financing other than as fully executed Commitment Letter. (ab) Except as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers Entities to fund provide the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party contingencies that would could permit the Financing Providers Entities to reduce the total amount of the Debt Financing Financing, including any condition or impose any additional condition precedent other contingency relating to the amount of availability of the Debt FinancingFinancing pursuant to any “flex” provision. As Assuming satisfaction or waiver (to the extent permitted by applicable Law) of the conditions in Section 7.1 and Section 7.2, as of the date hereof, Buyer (a) is Parent does not aware of have any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing all material terms and conditions to be satisfied by it or its Affiliates contained in the Debt Commitment Letter on or prior to the Closing Date or that the Financing will not be available to 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 of the Commitment Letter. Buyer Parent or an Affiliate thereof on its behalf has fully paid in full any and all commitment fees and other fees required by the Debt Commitment Letter 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 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 Company); 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 obligations under this Agreement.

Financing. Buyer (a) Parent has delivered to Seller the Company a true true, complete and complete 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 (such commitment letter letter(s) and fee letter(s), including all exhibits, schedules, annexes and joinders thereto, as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with Section 5.16(d) is referred to herein as the “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 (excluding the fee letter and pricing related theretoUSA) to Buyer Inc. (the “Debt Commitment LetterLenders”) from ▇▇▇▇▇ Fargo Bank), National Association and ▇▇▇▇▇ Fargo Securitiespursuant to which, LLC (collectively with their Affiliatesamong other things, the “Lenders have agreed, upon the terms and subject to the conditions of the Debt Financing Providers”) pursuant to which the Financing Providers have committed Commitment, to provide Buyer with or cause to be provided, on a several and not joint basis, the financing commitments described therein; provided, that, except for disclosure to the transactions contemplated hereby in an aggregate 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 $275,000,000 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 “Debt Financing.”). (b) The Debt Financing Commitment Letter is is, as of the date hereof, in full force and effect and constitutes effect. The Debt Financing Commitment is the legal, valid valid, binding and binding obligations enforceable obligation of BuyerParent and, and to Buyer’s knowledgethe knowledge of Parent, the other parties thereto, subject to thereto (i) except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and or similar laws Laws affecting the enforcement of creditors’ rights generally and remedies generally 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) general principles no event has occurred which, with or without notice, lapse of equitytime 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 subject to the conditions set forth in this Agreement, including (A) the payment of the Cash Election Amount and (B) any funds to be provided by Parent to the Company to enable the Company to fund payments (if any) required to be made in connection with the transactions contemplated by this Agreement 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 Merger and (iii) pay all fees, costs and expenses (including any premiums or penalties) in connection therewith on the Closing Date. There are no side letters conditions precedent or other Contracts to which Buyer or any of its Affiliates is a party contingencies related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and Financing Commitment. There are no side letters or other Contracts (b) except for customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) letters which do not impact contain provisions that impose any additional conditions or other contingencies to the conditionality or aggregate amount funding of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent and true, correct and complete copies of which have been provided to the obligations Company), whether written or oral, related to the funding of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total full amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions other than as expressly set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required expressly contemplated by the Debt Commitment Letter Financing Commitment. Neither Parent nor any of its Affiliates has 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 provide debt financing or financial advisory services to any Person in connection with a transaction relating to the Company or any of its Subsidiaries. All commitment fees or other fees or deposits required to be paid as of under the Debt Financing Commitment on or prior to the date hereofof this Agreement have been paid in full.

Financing. The Buyer has delivered available, and on the Closing Date shall have available, sufficient funds, available lines of credit or other sources of immediately available funds to Seller a true enable the Buyer to pay 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 copy copies of an executed debt commitment letter, dated as of July 12, 2010 (as the executed commitment letter same may be amended or replaced in accordance with Section 5.06, the “Debt Provider Letter”) from JPMorgan Chase Bank, N.A. (excluding the fee letter “Buyer Debt Provider”) regarding debt funding available to the Buyer in the amount noted therein for the purpose of funding the Purchase Price and pricing related thereto) to all Transaction Expenses payable by the Buyer pursuant hereto and the Ancillary Documents (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt FinancingFunding”). . (b) The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth statements made in the Debt Commitment Provider Letter are true, correct, accurate and (b) customary fee letter(s)complete as of July 12, engagement letter(s) 2010, and non-disclosure agreement(s) which do have not impact the conditionality been amended, modified or aggregate amount of the Debt Financing. Except as specifically set forth terminated in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financingrespect. As of the date hereof, the amount of unused availability under the Buyer (a) is not aware Debt Provider facility continues to be the amount of any fact or occurrence that makes any of the representations or warranties of Buyer unused availability set forth in the Debt Commitment Provider Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by respects. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the Company and Seller part of their respective obligations the Buyer or the Buyer Debt Provider under this Agreement, any term or condition of the Debt Provider Letter. The Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing the Closing to be satisfied by it or its Affiliates the Buyer contained in the Debt Commitment 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 Buyer 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 fully paid 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 any and all commitment fees and other fees required Transaction Expenses payable by the Buyer pursuant to this Agreement and the Ancillary Documents. The Buyer has received commitments from the Buyer Debt Commitment 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 paid as taken by it thereunder to draw on the requisite amount of the date hereofcommitment to the Buyer of the Buyer Debt Provider, sufficient (when taken together with other sources of funds immediately available to the Buyer) to enable the Buyer to pay the Purchase Price and any and all Transaction Expenses payable by the Buyer pursuant to this Agreement and the Ancillary Documents.

Financing. Buyer Parent has delivered to Seller the Company a true correct and complete fully executed copy of the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from letter, dated as of July 2, 2015, between Parent, ▇▇▇▇▇ Fargo Bank, National Association (“WF Bank”), WF Investment Holdings, LLC (“WFIH”) and ▇▇▇▇▇ Fargo Securities, LLC (collectively “WF Securities”, together with their AffiliatesWF Bank and WFIH, “▇▇▇▇▇ Fargo”), including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Commitment Letter”), pursuant to which and subject to the terms and conditions thereof the lender thereunder has committed to lend the amounts set forth therein (the provision of such funds as set forth therein, but subject to the provisions of Section 5.10, the “Financing ProvidersFinancing”) pursuant for the purposes set forth in such Commitment Letter. Parent has also delivered to the Company a correct and complete fully executed copy of (i) the 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 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 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 Financing Providers have committed to provide Buyer with financing for availability, amount or conditionality of the transactions contemplated hereby in an aggregate amount Financing. As of $275,000,000 (the “Debt Financing”). The Debt execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations obligation of Buyereach of Parent and, and to Buyer’s knowledgethe Knowledge of Parent, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws 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 remedies generally and (ii) general principles all commitment fees or other fees required by the Commitment Letters to be paid on or before the date of equitythis Agreement. There are no side letters or other Contracts conditions precedent (including pursuant to which Buyer or any of its Affiliates is a party “flex” provisions) related to the funding or investing, as applicable, of the full amount of the Debt Financing pursuant to the Commitment Letter, other than as (a) as expressly set forth in the Debt Commitment Letter Letter. Subject to the terms and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount conditions of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to assuming the obligations accuracy of the Financing Providers 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 fund the Debt Financing and (b) there are no contingencies be paid pursuant to Article II hereof, the funding of any Contract relating required refinancings or repayments of any existing Indebtedness of the Company or Parent in connection with the Merger and the payment of all fees and expenses reasonably expected to be incurred by Parent, the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit Merger Subs and the Surviving Corporation in connection with the Merger and the Financing Providers to reduce (collectively, such amount, the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing“Required Funding Amount”). As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, no event has no 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 it any of the conditions to the Financing will be unable to satisfy on a timely basis any term or condition of closing to not be satisfied by it or its Affiliates contained in that Financing will not be available to Parent on the Debt Commitment LetterClosing Date. Buyer Parent has fully paid any and all commitment fees and or other fees required by the Debt Commitment Letter to be paid as of on or prior to the date hereofof this Agreement in connection with the Financing.

Financing. Buyer Parent has delivered to Seller the Company (i) a true correct and complete fully executed copy of the commitment letter, dated as of the date hereof, among Parent, Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd., including all exhibits, schedules and annexes to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed commitment letter (excluding copy of the fee letter and pricing related thereto) to Buyer letters referenced therein (together, the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliatesit being understood that each such fee letter has been redacted to remove the fee amounts, the rates and amounts included in the “Financing Providers”) pursuant market flex” and other economic terms that could not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Debt Financing). Pursuant to, and subject to which the Financing Providers terms and conditions of, the Debt Commitment Letter, the commitment parties thereunder have committed to provide Buyer with financing for lend the transactions contemplated hereby in an aggregate amount amounts set forth therein (the provision of $275,000,000 (such funds as set forth therein, the “Debt Financing”) for the purposes set forth in such Debt Commitment Letter. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement and, to the knowledge of Parent, no withdrawal, rescission, amendment, restatement or other modification in any respect is contemplated (except as contemplated or as permitted as of the date hereof in the Debt Commitment Letter). The As of the execution and delivery of this Agreement, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations obligation of Buyereach of Parent and, and to Buyer’s knowledgethe 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 (i) applicable the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party conditions precedent related to the funding or investing, as applicable, of the full amount of the Debt Financing pursuant to the Debt Commitment Letter, other than as (a) as expressly set forth in the Debt Commitment Letter Letter. Subject to the terms and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount conditions of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, and assuming the accuracy of the Company’s representations and warranties contained in Article 4 and compliance by the Company with its covenants contained in Article 6 and Article 8, in each case, in all material respects, the net proceeds contemplated from the Debt Financing, together with other financial resources of Parent and its Subsidiaries, will, in the aggregate, be sufficient for the payment of the Merger Consideration, any other amounts required to be paid pursuant to Article 2 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, (ai) there are no other conditions precedent 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 obligations knowledge of Parent, any other party to the Debt Commitment Letter, under the Debt Commitment Letter, and (ii) Parent does not have any reason to believe that any of the Financing Providers conditions to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer will not be satisfied or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent other funds necessary for the satisfaction of all of Parent’s and its Subsidiaries’ obligations under this Agreement will not be available to Parent on the Closing Date, in each of clauses (i) and (ii), assuming the accuracy of the Company’s representations and warranties contained in Article 4 and compliance by the Company with its covenants contained in Article 6 and Article 8, in each case, in all material respects. Parent and/or its Subsidiaries have fully paid all commitment fees or other fees to the availability extent required to be paid on or prior to the date of this Agreement in connection with the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact there are no side letters or occurrence that makes any other agreements, contracts or arrangements related to the funding of the representations Debt Financing. The obligations of Parent and the Merger Subsidiary hereunder are not subject to any condition regarding Parent’s or warranties of Buyer in any other Person’s ability to obtain financing for the Debt Commitment Letter inaccurate in any material respect, Merger and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects other transactions contemplated by the Company and Seller of their respective obligations under this Agreement, 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 or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereof.

Financing. Buyer Parent has delivered to Seller obtained a true and complete copy of the executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt "Commitment Letter”") (a true, complete and executed copy of which has been delivered to Company) from ▇▇▇▇▇ Fargo BankUBS AG, National Association Stamford Branch; UBS Warburg LLC; Credit Suisse First Boston, Cayman Islands Branch; Canadian Imperial Bank of Commerce; and ▇▇▇▇▇ Fargo SecuritiesCIBC World Markets Corp. (collectively, LLC (collectively with their Affiliates, the “Financing Providers”"Lender") pursuant to which the Financing Providers have committed Lender has agreed to provide Buyer Parent and Merger Sub, subject to the conditions set forth in the Commitment Letter and the market-flex provisions set forth in the fee letter referred to in the Commitment Letter and no other conditions, funds that, together with financing for the Equity Commitment (as defined in this Section 4.2(e)) and cash on-hand of Company at the Effective Time (in such amount as contemplated by the Commitment Letter), would enable Parent and Merger Sub to timely perform their obligations to (i) pay in full (A) the aggregate Offer Consideration, (B) the aggregate Merger Consideration, (C) the aggregate Option Consideration, and (D) all fees and expenses payable by Parent, Merger Sub and the Surviving Corporation in connection with this Agreement and the transactions contemplated hereby in an by this Agreement and (ii) satisfy and discharge the aggregate principal amount of $275,000,000 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 “Debt 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 Debt Commitment Letter is in full force and effect and constitutes the legal, valid has not been amended. Parent and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There Merger Sub are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer assumptions set forth in the Debt Commitment Letter inaccurate unreasonable or would result in any material respect, and (b) assuming of the conditions set forth in Sections 7.1 and Section 7.3 will be the Commitment Letter not being satisfied at prior to the Outside Date. Lender has not advised either Parent or before Closing, and assuming compliance in all material respects by the Company and Seller Merger Sub or any of their respective obligations under this Agreement, has no affiliates of any reason to believe that it why the financing contemplated by the Commitment Letter will not be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or consummated in accordance with its Affiliates contained in the Debt Commitment Letterterms. Buyer has fully paid any and all All commitment fees and other fees required by the Debt Commitment Letter to be paid as pursuant to the Commitment Letter and the fee letter referred to therein on or prior to the date of this Agreement have been paid. The total equity financing to be provided 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 hereofof 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 conditions in favor of Parent and Merger Sub set forth in this Agreement and Exhibit A to this Agreement and (3) other non-material conditions capable of being satisfied prior to the Offer Completion Date), to fund the Equity Commitment.

Financing. Buyer (a) Parent has delivered to Seller a the Company true and complete copy correct copies of the an executed debt commitment letter (excluding the and related term sheet and fee letter and pricing related thereto(redacted for confidential terms) to Buyer (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliatescollectively, the “Financing ProvidersCommitments”) with Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. pursuant to which which, and subject to the terms and conditions thereof, the Financing Providers Sources have committed to provide Buyer Parent with financing for loans in the amounts described therein, the proceeds of which may be used to consummate the Merger and the other transactions contemplated hereby in an aggregate amount of $275,000,000 (such loans and any financing arrangements or securities offerings to supplement or supersede such loans, as the context requires, the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal“Financing Sources” means Deutsche Bank AG Cayman Islands Branch, valid and binding obligations of BuyerDeutsche Bank Securities Inc., Citigroup Global Markets Inc., and their respective affiliates, and any other entities that have committed or will commit to Buyer’s knowledgeprovide or arrange the Financing. To the knowledge of each party, the other parties theretono event has occurred which, subject with or without notice, lapse of time or both, could reasonably be expected to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters constitute a material breach by any party hereto or other Contracts failure to which Buyer or any of its Affiliates is satisfy a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly condition precedent set forth in the Debt Commitment Letter and Financing Commitments. Notwithstanding anything in this Agreement 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 (b) customary fee letter(sthe “New Financing Commitments”); provided, however, that, without the written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), engagement letter(sany such New Financing Commitments shall not (A) and non-disclosure agreement(s) which do not impact reduce the conditionality or aggregate amount of the Debt Financing. Except 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 on the Closing Date of the Financing as specifically set forth in the Debt Commitment LetterFinancing Commitments or the Definitive Financing Agreements or (C) prevent, (a) there are no impede or delay the consummation of the Merger and the other conditions precedent transactions contemplated by this Agreement. In such event, the term “Financing Commitments” as used herein shall be deemed to include the New Financing Commitments to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating extent then in effect. Parent shall deliver to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware Company copies of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, such New Financing Commitments as promptly as practicable (and (bno later than one Business Day) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereofafter execution thereof.

Financing. Buyer Parent has delivered to Seller the Company a true true, correct and complete copy copy, as of the date of this Agreement, of an executed commitment letter (excluding including all exhibits, schedules and amendments thereto in effect as of the fee letter and pricing related thereto) to Buyer date of this Agreement), dated as of December 17, 2012 (the “Debt Commitment Letter”) from JPMorgan Chase Bank, N.A. and ▇.▇. ▇▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, Securities LLC (collectively with their Affiliates, the “Financing ProvidersSources”) ), pursuant to which which, and subject to the terms and conditions thereof, the Financing Providers Sources party thereto have agreed and committed to provide Buyer with the debt financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 set forth therein (the “Debt Financing”). The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement 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 constitutes is the legalvalid, valid binding and binding obligations enforceable obligation of BuyerParent and, and to Buyer’s knowledgethe knowledge of Parent, the other parties thereto, subject to thereto (i) applicable bankruptcy, insolvency, reorganization, moratorium except for the Bankruptcy and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equityEquity Exception). There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related conditions precedent to the funding or investing, as applicable, of the full amount of the Debt Financing Financing, other than as (a) as expressly set forth in or contemplated by the Debt Commitment Letter Letter. Subject to the terms and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount conditions of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no the net proceeds contemplated from the Financing, together with other conditions precedent 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 obligations date of the Financing Providers to fund the Debt Financing and (b) there are no contingencies this Agreement pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt FinancingCommitment Letter. As of the date hereofof this Agreement, Buyer (a) 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 fact, occurrence or occurrence condition that makes any of the representations assumptions or warranties of Buyer statements set forth in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no nor does it have any reason to believe that it any of the conditions to the Financing will be unable to satisfy on a timely basis any term or condition of closing to not be satisfied by it or its Affiliates contained in that the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by Financing will not be available to Parent or Merger Sub on the Debt Commitment Letter to be paid as date of the date hereofClosing.

Financing. Buyer (a) MergerCo has delivered to Seller a the Company true and complete copy copies of (i) the executed commitment letter (excluding letter, dated as of the fee letter and pricing related thereto) to Buyer date of this Agreement (the “Debt Commitment Financing Letter”) from ▇▇▇▇▇ Fargo Bank), National Association made by and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, among MergerCo and each of the “Debt Financing Providers”) Sources party thereto pursuant to which the Debt Financing Providers Sources party thereto have committed committed, subject to provide Buyer with financing the terms and conditions thereof, to lend the amounts set forth therein for the transactions contemplated hereby in an aggregate amount of $275,000,000 by this Agreement (the “Debt Financing”), and (ii) the executed equity commitment letters, dated as of the date of this Agreement (the “Equity Financing Letters” and together with the Debt Financing Letter, the “Financing Letters”), 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 or cause to be provided the cash amounts set forth therein (the “Equity Financing” and together with the 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 the Financing Letters have not been withdrawn or rescinded in any respect. The Debt Commitment Letter is 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 and, as of the date hereof, each constitutes the a legal, valid and binding obligations obligation of BuyerMergerCo, and to Buyer’s knowledgethe best Knowledge of MergerCo, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letterapplicable Financing Letters, (a) there are no other conditions precedent to the obligations of (i) the Equity Investors to fund the Equity Financing Providers 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 contract, agreement or understanding relating to the transactions contemplated hereby by this Agreement to which Buyer or any of its Affiliates MergerCo is a party that would permit either the Financing Providers 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 or impose any additional condition precedent to Letter). Assuming the availability accuracy of the Debt Financing. As Company’s representations and warranties set forth in Article III, as of the date hereof, Buyer (a) is not aware no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of MergerCo under any fact term or occurrence that makes any condition of the Financing Letters. Assuming the accuracy of the Company’s representations or and warranties set forth in Article III and assuming the satisfaction of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by 6.2(b) with respect to the Company and Seller of their respective Company’s obligations under this AgreementSection 5.14(b), has no reason as of the date hereof, MergerCo does not have any Knowledge of any event that would be reasonably likely to believe that cause it will to be unable to satisfy on a timely basis any term or condition of closing Closing to be satisfied by it or its Affiliates contained in the Debt Commitment LetterFinancing Letters. Buyer MergerCo has fully paid any and all commitment fees and other fees required that have been incurred and are due and payable on or prior to the date hereof in connection with the Financing Letters. (b) Subject to the funding of the financing set forth in the Financing Letters in accordance with their terms, the aggregate proceeds of the Financing contemplated by the Financing Letters is sufficient to enable MergerCo to pay the Merger Consideration and consummate the transactions contemplated by this Agreement. Subject to the requirements set forth in Section 5.14, the Debt Commitment Financing Letter to may be paid as superseded at the option of MergerCo after the date hereofof this Agreement but prior to the Effective Time by instruments (the “New Debt Financing Letters”) which replace the existing Debt Financing Letter and/or contemplate co-investment by or financing from one or more other or additional parties. In such event, the term “Financing Letter” as used herein shall be deemed to include the New Debt Financing Letters to the extent then in effect.

Financing. Buyer Parent has delivered to Seller a true the Company true, correct and complete copy copies, as of the date of this Agreement, of (i) an executed commitment letter (excluding the fee “Equity Funding Letter”) from certain parties (the “Equity Providers”) to provide, subject to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”), and (ii) an executed commitment letter and pricing related thereto) to Buyer a redacted form of fee letter, dated as of the date of this Agreement, from the financial institutions identified therein (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank” and, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively together with their Affiliatesthe Equity Funding Letter, the “Financing ProvidersLetters”) pursuant to which provide, subject to the Financing Providers have committed to provide Buyer with terms and conditions therein, debt financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 set forth therein (being collectively referred to as the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and together with the Equity Financing collectively referred to Buyer’s knowledge, as the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s“Financing”), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of neither the representations or warranties of Buyer in the Equity Funding Letter nor Debt Commitment Letter inaccurate has been amended or modified and the respective commitments contained in such letters have not been withdrawn or rescinded in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at . Parent or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer Merger Sub has fully paid any and all commitment fees and or other fees required by 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 paid as 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 hereofof 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 obligations of the parties thereunder to make Financing available to Parent on the terms therein.

Financing. Buyer has delivered (a) Prior to Seller a true the Closing, the Company agrees to provide, and complete copy 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 “Company Representatives”) to provide, all customary cooperation in connection with the arrangement of the executed commitment letter (excluding debt financing contemplated by the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount alternative financing arranged by Parent in lieu of the Debt Financing other than or any portion thereof in an amount sufficient to permit Parent to consummate the transactions contemplated by this Agreement (the “Alternative Financing,” and together with the Debt Financing, the “Available Financing”), as (a) as expressly 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) customary fee letter(sParent 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 cooperation required by Section 6.14(a). (c) Subject to the other terms and conditions of this Agreement, each of Parent and Sub shall use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the debt financing on the terms and conditions described in the 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 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))), engagement letter(sto the extent applicable to Parent, Sub or their respective Subsidiaries and (y) negotiate, execute and non-disclosure agreement(sdeliver definitive agreements with respect to such Available Financing materially consistent with the terms and conditions (including the “flex” provisions) which do not impact contemplated by the conditionality Debt Commitment Letter or aggregate amount 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. Except Subject to the terms and upon satisfaction of the conditions 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 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 specifically 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 (aI) there are no other conditions precedent 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 the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant give rise to any Contract relating breach or default) by any party to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in Letter, or (II) of the receipt by Parent or Sub of any material respectwritten notice or other written communication from any Financing Party with respect to any actual breach, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at default, termination or before Closing, and assuming compliance in all material respects repudiation by the Company and Seller of their respective obligations under this Agreement, has no reason any party to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid 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 all commitment fees Sub to consummate the transactions contemplated by this Agreement, including the Merger (provided, that Parent and other fees required by Sub may replace or amend the Debt Commitment Letter to be paid add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date hereof.) or (2) early termination of the Debt Commitment Letter unless it has been replaced by Alternative Financing in 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 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. Buyer (a) Parent has delivered to Seller a true the Company true, correct and complete copy copies, as of the date of this Agreement, of an executed debt financing commitment letter and the related fee letter (excluding provided, that provisions in the fee letter related to fees, pricing, economic “flex” terms, “securities demand”, thresholds, caps and pricing related theretoother items not affecting conditionality have been redacted) to Buyer from the financial institutions identified therein (as the same may be amended, supplemented or otherwise modified or replaced as contemplated herein, the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bankto provide, National Association subject to the terms and ▇▇▇▇▇ Fargo Securitiesconditions therein, LLC (collectively with their Affiliates, debt financing in the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 amounts set forth therein (the “Debt Financing”). (b) The 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)), and, as of the 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, the 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 Surviving Corporation 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 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. The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, not subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters any conditions precedent or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing contingencies other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s)therein and, engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware the legal, valid, binding and enforceable obligations of any fact or occurrence that makes any Parent and Sub and, insofar as is known to Parent, each of the representations or warranties of Buyer in other parties thereto. All commitments and other fees required to be paid under the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason prior to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereofhereof have been paid in full.

Financing. Buyer (a) Parent has delivered to Seller the Company (i) a true correct and complete fully executed copy of the commitment letter, 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 date of this Agreement and (ii) a correct and complete fully executed commitment letter (excluding copy of the fee letter and pricing related thereto) to Buyer referenced therein (together, the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank(it being understood that such fee letter has been redacted to remove the fee amounts, National Association the rates and ▇▇▇▇▇ Fargo Securitiesamounts included in the “market flex” and other economic terms that could not reasonably be expected to adversely affect the conditionality, LLC enforceability, termination or aggregate principal amount of the Financing). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (collectively with their Affiliatesthe provision of such funds as set forth therein, the “Financing ProvidersFinancing”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby purposes set forth in an aggregate amount of $275,000,000 (the “Debt Financing”)such Commitment Letter. The Debt 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 Buyereach 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 Buyer’s knowledgethe Knowledge of Parent, each of the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar laws Laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (c) There are no conditions precedent related to the funding of the Financing, other than as expressly set forth in the Commitment Letter. Subject to the terms and remedies generally conditions of the Commitment Letter, and assuming the accuracy of the Company’s representations and warranties contained in Article III and compliance by the Company with its covenants contained in Article V and 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) general principles of equity. There are no side letters or other Contracts Parent does not have any reason to which Buyer or believe that any of its Affiliates is a party related the conditions to the funding or investing, as applicable, of the full amount of the Debt Financing will not be satisfied at or prior to the Closing Date or that the Financing or any other than as funds necessary for the satisfaction of all of Parent’s and the Parent Subsidiaries’ obligations under this Agreement will not be available to Parent at or prior to the Closing Date, in each of clauses (ai) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(sii), engagement letter(s) and non-disclosure agreement(s) which do not impact assuming the conditionality or aggregate amount accuracy of the Debt FinancingCompany’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. Except as specifically set forth in the Debt Commitment Letter, (a) there are no Parent has fully paid or caused to be fully paid all commitment fees or other conditions precedent fees to the obligations of the Financing Providers extent required to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating be paid on or prior to the transactions contemplated hereby to which Buyer or any date of its Affiliates is a party that would permit this Agreement in connection with the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has there are no reason to believe that it will be unable to satisfy on a timely basis any term side letters, arrangements or condition of closing to be satisfied by it or its Affiliates contained other Contracts (in each case, other than the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and ) related to the funding of the Financing (other fees required by than those that have been disclosed to the Debt Commitment Letter Company prior to be paid as of 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. Buyer (i) Parent has delivered to Seller the Company a true true, complete and complete correct copy of the (A) an executed commitment letter letter, dated as of the date of this Agreement (excluding as amended, modified, supplemented, replaced or extended from time to time after the fee letter and pricing related thereto) to Buyer (date of this Agreement in compliance with Section 6.17, the “Debt Commitment Letter”), from the lenders (including any lenders who become party thereto by joinder or otherwise) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC party thereto (collectively with their Affiliatescollectively, the “Lenders”), together with their respective Affiliates, officers, directors, employees, agents, equityholders, advisors and representatives and their respective successors and assigns involved in the Debt Financing Providers(the “Financing Sources”) ), pursuant to which the Financing Providers Lenders or their respective Affiliates have committed agreed, subject to the terms and conditions thereof, to provide Buyer 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 financing for the transactions contemplated hereby Bond Financing), together with any permitted Alternative Debt Financing (as defined below), is collectively referred to in an aggregate amount of $275,000,000 (this Agreement as, the “Debt Financing”). The , and (B) the fee letter referred to in the Debt Commitment Letter is (with solely the fee amounts, pricing caps and other economic “market flex” monetary terms redacted in full force and effect and constitutes a customary manner (none of which would adversely affect or reduce the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters amount or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount availability of the Debt Financing (other than as may be permitted pursuant to, and in accordance with, Section 1.3 and as set forth on Section 1.1 of the Parent Disclosure Letter)) (aas amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.17, the “Fee Letter”). (ii) 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 and (b) customary fee letter(s)Letter, engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Equity Commitment Letter, the Backstop Agreement and the Guarantee (acollectively, the “Commitment Documents”) (or in the unredacted portions of the Fee Letter) delivered to the Company, there are no other conditions precedent to the obligations of the Financing Providers Lenders or their respective Affiliates or Equity Commitment Parties to fund provide the Debt Financing and financings contemplated thereby (bcollectively, the “Financing”) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party contingencies that would permit the Financing Providers Lenders or their respective Affiliates or Equity Commitment Parties to reduce the total amount of the Debt Financing or impose any additional condition precedent Equity Financing, as applicable. There are no other agreements, side letters or arrangements relating to the availability Financing to which either of the Debt 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 Financing. As of the date hereofof this Agreement, Buyer (a) is not aware of any fact or occurrence that makes any assuming the truth and accuracy of the representations or and warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under EFIH contained in this Agreement and the Backstop Agreement, neither Purchaser has no any reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing all conditions to be satisfied by it or its Affiliates contained in the Debt 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 expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of either Purchaser, or to the knowledge of either Purchaser, any other party thereto under the terms and conditions of the Commitment Documents and Fee Letter. Buyer has fully The Purchasers have paid in full any and all commitment fees and or other fees required by the Debt Commitment Letter to be paid on or before the 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 and/or the Transactions.

Financing. Buyer Parent has delivered to Seller a the Company true and complete copy copies of the (i) an executed commitment letter (excluding the fee letter and pricing related thereto) to Buyer (the “Debt Commitment Letter”) from each of ▇▇▇▇▇▇ Fargo Bank▇. ▇▇▇ Equity Fund VI, National Association L.P., ▇▇▇▇▇▇ ▇. ▇▇▇ Parallel Fund VI, L.P. and ▇▇▇▇▇▇ Fargo Securities▇. ▇▇▇ Parallel (DT) Fund VI, LLC L.P. (collectively collectively, “THL”) (such commitment letter together with their Affiliatesthe Stock Purchase Agreement (as defined in such commitment letter) and the other agreements contemplated by such commitment letter or the Stock Purchase Agreement, the “Initial Equity Financing ProvidersLetter”) pursuant to which make an equity investment in Black Knight Financial Services, Inc., a Subsidiary of Parent and the Financing Providers have committed parent company of Sub (“NewCo”), subject to provide Buyer with financing for the transactions contemplated hereby terms and conditions therein, in an cash in the aggregate amount of $275,000,000 set forth therein (the “Initial Equity Financing”), and (ii) an executed commitment letter and Redacted Fee Letter from the financial institutions identified therein (collectively, the “Initial Debt Financing Commitment” and, together with the Initial Equity Financing Commitments, the “Initial Financing Commitments”) to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein (being collectively referred to as the “Initial Debt Financing” and, together with the Initial Equity Financing, collectively referred to as the “Initial Financing”). The 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 Letter 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 full force such letters have been withdrawn, terminated or rescinded in any respect. Parent or Sub has fully paid any and effect all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date of this Agreement. Assuming (A) the Financing is funded in accordance with the Financing Commitments, (B) the accuracy in all material respects of the representations and constitutes warranties set forth in Section 3.01(c) as of the date hereof and (C) compliance in all material respects by the Company with its covenants and agreements under Section 4.01(a), the net proceeds contemplated by the Financing Commitments, together with Parent and Company cash on hand, will in the aggregate be sufficient for Parent, Sub and the Surviving Corporation to pay the aggregate Cash Consideration, all requisite payments of 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 the Retention Incentive Award Consideration (and any repayment or refinancing of debt required as a result of the Transactions) and any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses of Parent, Sub and the Surviving Corporation (collectively, the “Required Closing Cash Payments”) . As of the date hereof, the Debt Financing Commitment is (x) the legal, valid and binding obligations of BuyerParent and Sub, as applicable, and, to the Knowledge of Parent and to Buyer’s knowledgeSub, each of the other parties thereto, subject (y) enforceable in accordance with their respective terms against Parent and Sub, as applicable, and, to (i) applicable the Knowledge of Parent and Sub, each of the other parties thereto, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium insolvency and similar laws other Laws of general applicability relating to or affecting creditors’ ' rights and remedies generally to general equity principles and (iiz) 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 equitythe date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Sub or, to the Knowledge of Parent, any other parties thereto under the Financing Commitments; provided that 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, assuming satisfaction or (to the extent permitted by Law) waiver of the conditions to Parent's and Sub's obligation to consummate the Merger neither Parent nor Sub have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be made available to Parent or Sub on the Closing Date. There are no side letters conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitments. As of the date of this Agreement, 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 Buyer Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing other than as (a) as expressly set forth contained in the Debt Commitment Financing Commitments and delivered to the Company prior to the date hereof. Other than the Initial Equity Financing Letter and (b) customary fee letter(s)and, engagement letter(s) and non-disclosure agreement(s) which do not impact if applicable, the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment LetterAdditional Financing Commitments, (a) there are no Contracts or other conditions precedent agreements, arrangements or understandings (whether oral or written) or commitments to the obligations of the Financing Providers to fund the Debt Financing and enter into agreements, arrangements or understandings (bwhether oral or written) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer between Parent or any of its Affiliates is a party that would permit Affiliates, on the Financing Providers to reduce one hand, and THL or any of its Affiliates, on the total amount of the Debt Financing other hand, which (A) contains additional or impose any additional condition precedent adversely modified conditions or other contingencies to the availability of the Debt Financing. As Equity Financing relative to those contained in the Equity Financing Commitments, (B) would otherwise reasonably be expected to prevent or materially impair or delay the funding of the date hereof, Buyer Equity Financing (a) is not aware of any fact or occurrence that makes any satisfaction of the representations conditions to the Equity Financing) on the Closing Date or warranties the Closing, (C) adversely impacts the ability of Buyer in Parent or Sub to enforce its rights against the Debt Commitment Letter inaccurate in any material respect, and other parties to the Equity Financing Commitments or (bD) assuming reduces the conditions aggregate amount of the Equity Financing set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereofEquity Financing Commitments.

Financing. Buyer has (a) Buyers have delivered to Seller a true and complete copy copies, including all exhibits, schedules or amendments thereto, of the fully executed commitment letter (excluding letter, dated as of the fee letter and pricing related thereto) to Buyer date hereof, (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank), National Association and ▇▇▇▇▇ Fargo Securities, LLC by the lenders party thereto (collectively with their Affiliatescollectively, the “Financing ProvidersLenders”) ), in favor of Silgan, pursuant to which which, subject to the Financing Providers terms and conditions set forth therein, the Lenders have committed to provide Buyer with debt financing for in the aggregate amounts described therein, the proceeds of which shall be used in part to consummate the transactions contemplated hereby in an aggregate amount of $275,000,000 herein (the “Debt Financing”) and any fee letters related thereto (the “Fee Letters”) (it being understood that such Fee Letters have been redacted to omit the fee amounts and flex provisions provided therein). . (b) The Debt Commitment Letter is in full force and effect and constitutes the legal, is a valid and binding obligations obligation of Buyer, and to Buyer’s knowledge, the other parties thereto, subject 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 and similar laws or other Laws affecting the enforcement of creditors’ rights and remedies generally generally; and (ii) general principles the availability of equityequitable 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 to pay all of Silgan’s and Buyers’ related fees and expenses. The obligations of the 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 letters, understandings or other Contracts to which Buyer agreements, contracts or any of its Affiliates is a party related arrangements relating to the funding or investing, as applicable, 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 paid pursuant to the terms of the Debt Commitment Letter and the Fee Letters, to the extent the same are due and payable. As of the date of this Agreement: (ai) as expressly 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 (ii) no event has occurred that (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 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 and not being satisfied; or (bii) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions funding contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at not being made available to Silgan or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy Buyers on a timely basis any term or condition of closing in order to be satisfied consummate the transactions contemplated by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereofthis Agreement.

Financing. Buyer (i) Parent will have sufficient funds available to it for Parent and, after the Effective Time, the Surviving Corporation, to complete the Merger and refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay cash in lieu of fractional shares in accordance with Section 4.2(f), and to satisfy the respective obligations of Parent and Merger Sub as and when contemplated by this Agreement and to pay or otherwise perform such obligations of Parent and Merger Sub under any agreement or documents entered into in connection with the Merger (including any fees and expenses relating to the Financing). (ii) Parent has delivered to Seller a the Company true and complete copy copies of (i) a fully executed debt commitment letter, dated as of the executed commitment letter date of this Agreement (excluding the fee letter including all schedules, annexes and pricing related exhibits thereto) to Buyer (the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bankand (ii) the fully executed fee letters referenced therein, National Association and ▇▇▇▇▇ Fargo Securities, LLC relating to fees with respect to the Financing contemplated by the Commitment Letter (collectively with their Affiliatescollectively, the “Financing ProvidersFee Letter,” and together with the Commitment Letter, collectively, the “Commitment Papers”) pursuant to which ), by and among Parent and the Financing Providers have committed to provide Buyer Sources specified therein (with financing for only fee amounts and other economic terms, and the transactions contemplated hereby in an aggregate “flex” provisions, redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, termination or amount of $275,000,000 (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 “Debt Financing”). The Debt .” As of the date of this Agreement, each of the Commitment Letter 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 (other than as set forth in the 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 the date of this Agreement), and each of the Commitment Papers, in the form so delivered, constitutes the legal, valid and binding obligations of Buyerobligation of, and is enforceable against, Parent and, to Buyer’s knowledgethe Knowledge of Parent, each of the other parties thereto, subject subject, in each case, to (i) applicable bankruptcythe Bankruptcy and Equity Exception. Except as set forth in the Commitment Papers and except for any engagement letters, insolvencyfee credit letters and fee letters related to the permanent financing described in the Commitment Papers, reorganizationas of the date of this Agreement, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There there are no contracts, agreements, “side letters letters” or other Contracts arrangements to which Buyer Parent, Merger Sub or any of its Affiliates their respective affiliates is a party related relating to the funding Commitment Papers or investingthe 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 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. 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 obligations hereunder, in each case, in all material respects, and assuming satisfaction of the conditions in Section 7.3 (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Parent has no reason to believe that 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 amount amounts committed pursuant to the Commitment Letter will not be available to be funded on the Closing Date to the extent required to refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay cash in lieu of fractional shares in accordance with Section 4.2(f) and to pay the Debt Financing other than fees and expenses relating to the Merger and the Financing. (iv) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges that its obligation to consummate the Merger as (a) as expressly set forth in this Agreement is not contingent on Parent’s ability to obtain any financing, whether pursuant to the Debt Commitment Letter and Papers or otherwise. (bv) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount As of the Debt Financingdate 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. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other The only conditions precedent related to the obligations of the Financing Providers Sources party to the Commitment Letter to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total full amount of the Debt Financing or impose any additional condition precedent to contemplated by the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming the conditions are expressly set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereof.

Financing. 2.3.1 The Buyer and the Offeror will be able to, and the Offeror shall, in accordance with the terms of this Agreement: (i) pay the aggregate Offer Consideration (including any increase thereto in accordance with clauses 2.2.1 and 2.2.2 hereof) payable in respect of the Company Shares pursuant to the Offer, the aggregate Advance Liquidation Distribution or the aggregate Company Newco Liquidation Distributions, in each case when due pursuant to the terms of this Agreement; (ii) pay or refinance when due all the Group's indebtedness (including the Company Warrants and Company Call Options) that is required to be repaid or refinanced on the Settlement Date or within ninety (90) days thereof (together with the payment of make-whole amounts, early termination fees or other fees, costs and expenses in connection therewith) in connection with the Settlement or the other Transactions on the terms and conditions of this Agreement; and (iii) pay on the Settlement Date all fees and expenses incurred by the Buyer or the Offeror in connection with this Agreement and the Transactions including the Offer that are due on the Settlement Date (the amounts of cash needed for such payments referenced in this clause 2.3.1, the "Settlement Amounts"). 2.3.2 The Buyer shall confirm in the Joint Announcement that it will have satisfied the certain funds requirements of Section 13 of the German Takeover Act on the date of filing and publication of the Tender Offer Document and shall procure that the statement of an independent investment services enterprise pursuant to Section 13 para. 1 sentence 2 of the German Takeover Act (the "Cash Confirmation"), confirming that the Buyer has the necessary means at its disposal to fully finance the Offer as well as the related transaction costs, is available prior to filing of the Offer for clearance with BaFin. 2.3.3 The Buyer has received a fully executed (i) debt commitment letter dated as of the date hereof, among the Buyer and the Debt Financing Sources party thereto (including all exhibits, schedules and annexes to such letter in effect as of the date hereof) pursuant to which such Debt Financing Sources have agreed, subject to the terms and conditions thereof, to lend to the Buyer the amount set forth therein for the purposes of financing the Transactions (the "Debt Commitment Letter") and (ii) fee letter, which is the fee letter referenced in the Debt Commitment Letter (the "Fee Letter") (the documents set forth in the foregoing clause (i) and (ii), the "Financing Documentation"). The Buyer has delivered to Seller a true the Company true, complete and complete copy correct copies of the executed commitment letter Financing Documentation (excluding except that, with respect to the Fee Letter, the fee letter amounts, pricing caps, flex and pricing related thereto) to Buyer other economic terms set forth therein may be redacted; provided, however, that such redactions do not permit the imposition of any new conditions (or the “Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliatesexpansion of any existing conditions)). As of the date of this Agreement, the “Financing Providers”) pursuant to which the Financing Providers have committed to provide Buyer with financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”). The Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligations of Buyer, and to Buyer’s knowledge, the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing Sources to fund their commitments under the Debt Commitment Letter are not subject to any condition precedent other than as (a) as the conditions expressly set forth in the Debt Commitment Letter and there are no other agreements, side letters or arrangements relating to the Debt Financing (bother than the Financing Documentation) customary fee letter(s)that would adversely affect the availability of, engagement letter(s) and non-disclosure agreement(s) which do not impact or the conditionality or aggregate conditions to, funding the full amount of the Debt Financing. Except as specifically set forth in . 2.3.4 As of the Debt Commitment Letterdate of this Agreement, (a) there are no other conditions precedent the Financing Documentation is in full force and effect and is a legal, valid, binding and enforceable obligation of the Buyer and, to the obligations knowledge of the Financing Providers Buyer, each other person party thereto (subject to fund the Debt Financing applicable Bankruptcy and Equity Exceptions) and (b) there 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 the Buyer under the terms and conditions of the Financing Documentation. The Buyer has fully paid (or caused to be paid) any and all commitment fees or other fees in connection with the Financing Documentation that are no contingencies pursuant required to any Contract relating be paid on or prior to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit date hereof and has otherwise satisfied all other terms and conditions required by the Financing Providers Documentation to reduce the total amount of the Debt Financing or impose any additional condition precedent be satisfied prior to the availability of the Debt Financingdate hereof. As of the date hereof, Buyer (a) is the Financing Documentation has not aware of any fact been modified, amended or occurrence that makes any altered and none of the representations or warranties of Buyer in commitments under the Debt Commitment Letter inaccurate have been withdrawn or rescinded in any material respect. 2.3.5 From the date hereof until the earlier of the Completion Date or the termination of this Agreement in accordance with its terms, the Buyer shall use reasonable best efforts to take, or cause to be taken, all appropriate action, and (b) assuming to do, or cause to be done, all things necessary to arrange and obtain the Financing and the proceeds therefrom in an amount sufficient, when taken together with Buyer’s other sources of funds on the Completion Date, to permit it to pay the Settlement Amounts due on such date. 2.3.6 The Buyer acknowledges and agrees that the obtaining of any financing is not a condition to the Buyer's obligation to complete the Offer and the Share Transfer and consummate the other Transactions. For the avoidance of doubt, if any financing has not been obtained, the Buyer shall continue to be obligated, prior to any valid termination of this Agreement in accordance with clause 16.1 and subject to the fulfilment or waiver of the Offer Conditions, to complete the Offer and the Share Transfer and consummate the other Transactions on the terms and conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as of the date hereof.13 / 107

Financing. Buyer Parent has delivered to Seller the Company a true and complete copy of the executed commitment letter and related exhibits, schedules, annexes and term sheets, dated as of the date of this Agreement, together with the related fee letter (excluding solely in the case of the fee letter letter, with only the fee amounts, pricing, "market flex" provisions and pricing related theretoother 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) to Buyer (collectively, the “"Debt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank"), National Association and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliates, the “Financing Providers”) pursuant to which the Financing Providers Sources have committed agreed, subject only to the Financing Conditions set forth therein, to provide Buyer with 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 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, side letter or other arrangement of any kind relating to the financing of 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 (ii) the 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 an aggregate amount of $275,000,000 (the “Debt Financing”)Commitment Letter have not been withdrawn, terminated or rescinded in any respect. The Debt Commitment Letter is in full force and effect and constitutes represents a valid, binding and enforceable obligation of Parent and, to the legalknowledge of Parent, valid and binding obligations of Buyer, and to Buyer’s knowledge, the each other parties party thereto, subject to (i) applicable the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other laws of general application relating to or affecting rights of creditors and similar laws affecting creditors’ rights and remedies generally and (ii) general principles of equity. Parent has fully paid (or caused to be paid) any and all fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent or, to the knowledge of Parent, any other party thereto under the Debt Commitment Letter. There are no side letters or other Contracts to which Buyer or any of its Affiliates is a party conditions precedent related to the funding or investing, as applicable, of the full amount of the Debt Financing on the Closing Date other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt FinancingConditions. As of the date hereof, Buyer Parent has no reason to believe that, subject to the satisfaction of the conditions precedent set forth in Sections 8.1 and 8.3, (ai) 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 Buyer Parent, in the Debt Commitment Letter inaccurate in any material respect, and (b) assuming . Parent acknowledges that the conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Company and Seller of their respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. Buyer has fully paid any and all commitment fees and other fees required by the Debt Commitment Letter to be paid as consummation of the date hereofMerger is not subject to any financing condition.

Financing. Buyer has delivered (a) Assuming that the Financing is funded in accordance with the Commitment Letter, the proceeds contemplated to Seller a 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 Merger Sub, will be sufficient to (a) pay the aggregate Offer Price and the aggregate Per Share Merger Consideration, (b) satisfy all of their other obligations under this Agreement and (c) pay all fees and expenses required to be paid by Parent and Merger Sub in connection with the transactions contemplated by this Agreement. (b) Parent and Merger Sub have provided to the Company true and complete copy copies of the (i) an executed commitment letter (excluding as amended, modified, supplemented, replaced or restated in accordance with the terms hereof, the “Commitment Letter”), dated as of November 22, 2015, between Parent and/or Merger Sub and the Financing Sources set forth in the Commitment Letter and (ii) an executed fee letter (as amended, modified, supplemented, replaced or restated in accordance with the terms hereof and as redacted to remove the fee letter amounts, pricing caps, the rates and pricing related thereto) 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 Sources set forth in the Redacted Fee Letter, in each case, including all exhibits, schedules, annexes and amendments to Buyer such letters in effect as of the date of this Agreement (collectively, the “Debt Commitment LetterLetters”) from ▇▇▇▇▇ Fargo Bank), National Association pursuant to which, and ▇▇▇▇▇ Fargo Securities, LLC (collectively with their Affiliatessubject to the terms and conditions thereof, the “Financing Providers”) pursuant to which the Financing Providers Sources have committed to provide Buyer Parent and/or Merger Sub with debt financing for the transactions contemplated hereby in an aggregate amount of $275,000,000 (the “Debt Financing”). The Debt 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 Commitment Letter is in full force and effect and constitutes is the legalvalid, valid binding and binding obligations enforceable obligation of BuyerParent and, and to Buyer’s knowledgethe knowledge of Parent, as of the date hereof the other parties thereto, subject to except that (i) applicable bankruptcy, insolvency, reorganization, moratorium such enforcement may be subject to the Bankruptcy and similar laws affecting creditors’ rights and remedies generally Equity Exceptions and (ii) general principles the remedy of equityspecific 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 side letters or other Contracts to which Buyer or any of its Affiliates is a party conditions precedent related to the funding or investing, as applicable, of the full amount (or any portion) of the Debt Financing Financing, other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter, (a) there are no other conditions precedent to the obligations of the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the transactions contemplated hereby to which Buyer or any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer (a) is not aware there are no side letters or other agreements, contracts or arrangements of any fact kind relating to the Commitment Letter to which Parent or occurrence that makes any of its Subsidiaries is a party that could impose conditions to the representations or warranties funding of Buyer in the Debt Financing contemplated by the Commitment Letter inaccurate in any material respect, and (b) assuming the conditions other than as expressly set forth in Sections 7.1 and Section 7.3 will be satisfied at or before Closing, and assuming compliance in all material respects by the Commitment Letter delivered to the Company and Seller prior to the execution of their respective obligations under this Agreement. As of the date of this Agreement, no event has no 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 it any of the conditions to the Financing will not be unable to satisfy 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 by this Agreement is not subject to any term condition or condition contingency with respect to any financing or funding by any third party. As of closing the Effective Time, after giving effect to be satisfied the consummation of the transactions contemplated by it or its Affiliates contained in this Agreement (including the Debt Commitment Letter. Buyer has fully paid Financing and the payment of any and all commitment fees and other fees amounts required by the Debt Commitment Letter to be paid as pursuant to Article II, the repayment, redemption, discharge or refinancing of any indebtedness of the date hereofCompany, 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 they come due.