Common use of Financing Clause in Contracts

Financing. (a) The Buyer has delivered to the Seller Representative a true and complete copy of the executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Financing Commitment”), pursuant to which, and subject to the terms and conditions of which, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to the Seller Representative a Company true and complete copy copies as of the date of this Agreement of (i) fully executed debt commitment letters, dated as of the date of this Agreement (including all exhibits and schedules thereto, the “Debt Financing Commitment Letters”), by and among HPS Investment Partnersinter alia Parent and the Financing Parties specified therein and (ii) the executed fee letter, LLCdated the date of this Agreement, including all annexesreferenced therein, exhibits, schedules relating to fees and other attachments thereto terms with respect to the Debt Financing contemplated by such Debt Commitment Letters (with only fee amounts and a corresponding customarily redacted fee letter (customary “flex” terms redacted, none of which redacted terms adversely provisions could affect the amount conditionality, enforceability, availability, or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of . Pursuant to the date hereof (collectively, the “Debt Financing Commitment”), pursuant to whichCommitment Letters, and subject to the terms and conditions of whichthereof, the Debt Commitment Financing Parties party thereto have committed to lend provide Parent and/or its Subsidiary party thereto with the amounts set forth therein to in the Buyer as Debt Commitment Letters for the purposes set forth therein for (the purpose of funding debt financing contemplated in the transactions contemplated by this Agreement and the Ancillary Agreements (Debt Commitment Letters, together with any replacement debt financing, including any bank financing or debt securities issued in lieu thereof, the “Debt Financing”). . (b) As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is Letters are in full force and effect and constitutes the respective commitments thereunder 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 set forth therein with respect to “flex” rights and/or 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 obligation of the Buyer obligations of, and are enforceable against, Parent, its Subsidiary party thereto and, to the knowledge Knowledge of Parent, each of the Buyerother non-affiliated parties thereto, the other parties thereto (subject subject, in each case, to the Enforceability Exceptions. (c) Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Debt Financing Commitment is enforceable against Letters to be paid on or before the Buyer date of this Agreement, and will pay in full any such amounts as and when due and payable on or before the other parties thereto in accordance with its termsClosing Date. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent Except as expressly set forth in the Debt Financing CommitmentCommitment Letters, and there are no conditions precedent to the Buyer has no reason to believe that, as obligations of the date hereof, (i) it or any other Financing Parties party thereto will not be able to satisfy on a timely basis any term or condition of provide the Debt Financing Commitment, including or any condition of closing of contingencies that would permit the Debt Financing that is required Parties party thereto to be satisfied as a condition reduce the aggregate principal amount of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each satisfaction of the conditions set forth in Section 8.1 6.3(a) and Section 8.3 is (b), Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied at Closingby it in any of the Debt Commitment Letters on or prior to the Closing Date, nor does Parent have knowledge as of the date of this Agreement that any Financing Party party thereto will not perform its obligations thereunder. Except for customary bond engagement letters and for the redacted fee letter provided to the Company in accordance with clause (a) above, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all there are no contracts, agreements, “side letters” or other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for arrangements to which the Buyer Parent or any of its Affiliates Subsidiaries is responsiblea party relating to the Debt Commitment Letters or the Debt Financing. (bd) No As of the date of this Agreement, no event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, constitutes, or would constitute reasonably be expected to constitute, a default or breach under the Debt Financing Commitment on the part of by Parent or its Subsidiaries or, to the knowledge Knowledge of the BuyerParent, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing CommitmentCommitment Letters. The Buyer is not aware of any factDebt Financing, event or other occurrence that makes any of the representations and warranties of the Buyer when funded in accordance with the Debt Financing Commitment inaccurate Letters and giving effect to any “flex” provision in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating related to the Debt Financing that could impair Commitment Letters (including with respect to fees and original issue discount), together with cash and the availability other sources of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be immediately funds available to the Buyer Parent on the Closing Date. The Buyer has fully paid, shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s obligations under this Agreement and the Debt Commitment Letters, including the payment of the Cash Consideration, the Preferred Merger Consideration and any fees and expenses of or payable by Parent or Merger Subs or Parent’s other Affiliates, and for any repayment or refinancing of any outstanding indebtedness of the Company and/or its Subsidiaries contemplated by, or caused to be paidrequired in connection with the transactions described in, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of this Agreement or the Debt Commitment Letters (such amounts, collectively, the “Financing Commitment on or prior to the date hereofAmounts”). (ce) The Buyer Parent and Merger Subs expressly acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the ClosingMergers or any of the other transactions contemplated by this Agreement, are not contingent upon its subject to, or conditioned on, the receipt of financing or availability of any kind, including funds or the Debt Financing or any part thereofFinancing. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to provided the Seller Representative Company a true and complete copy of the executed Debt Financing Commitment by and among HPS Investment Partnerscopy, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof hereof, of an executed commitment letter (collectively, the “Debt Financing Commitment”) from the financial institutions identified therein (the “Commitment Parties”), pursuant to whichprovide, and subject to the terms and conditions of whichtherein, the Debt Commitment Parties party thereto have committed to lend debt financing in the amounts set forth therein to the Buyer as set forth therein for the purpose of funding in part the transactions contemplated by this Agreement Cash Consideration and replacing and refinancing any credit facility or other Indebtedness of the Ancillary Agreements Company, Parent or any of their respective Subsidiaries that will not continue after the Effective Time (the “Debt Financing”). As of the date of this Agreement, the The Debt Financing Commitment has not been amended or modified is valid, binding and, to the Knowledge of Parent, enforceable by Parent against the other parties thereto in any respectaccordance with its terms, no provisions or rights thereunder have been waived subject to the Bankruptcy and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussionsEquity Exception. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legalrespective obligations and commitments therein have not been withdrawn, valid and binding obligation rescinded or terminated or otherwise amended or modified in any respect. As of the Buyer anddate hereof, no event has occurred which (with or without notice, lapse of time, or both) would reasonably be expected to constitute a breach in any material respect or default on the part of Parent or, to the knowledge Knowledge of the BuyerParent, any of the other parties thereto (subject to the Enforceability Exceptions) Debt Financing Commitment. Subject to the satisfaction of the conditions contained in Section 7.01 and Section 7.03 hereof and the commencement and completion of the Marketing Period, as of the date hereof, Parent has no reason to believe that any of the conditions in the Debt Financing Commitment will not be satisfied, or that the Debt Financing will not be made available on a timely basis in order to consummate the Merger. As of the date hereof, no Commitment Party has notified Parent of its intention to terminate any of the Debt Financing Commitment or not to provide the Debt Financing. Assuming (i) the satisfaction of the conditions in Sections 7.01 and 7.03 hereof and (ii) that the Debt Financing is enforceable against the Buyer and the other parties thereto funded in accordance with its terms, the net proceeds from the Debt Financing, together with cash on hand, will be sufficient to fund the Cash Consideration, the refinancing of any credit facility or other Indebtedness of the Company, Parent or any of their respective Subsidiaries that will not continue after the Effective Time, the payment of any fees and expenses of or payable by Parent, and any other amounts required to be paid by Parent in connection with the consummation of the Merger. Parent has paid in full any and all commitment or other fees required by the Debt Financing Commitment that are due as of the date hereof, and will pay, after the date hereof, all such fees as they become due. There are no conditions precedent side letters or other contingencies directly or indirectly related Contracts (except for any customary fee letters and/or engagement letters, true and complete copies of which have been provided to the funding Company, with customary redactions (none of which redacted terms would reasonably be expected to adversely affect the full principal amount or availability of the Debt Financing) relating to the Debt Financing (including to which Parent or any flex provisions) of its subsidiaries is a party other than the conditions precedent as expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to the Seller Representative Company (i) a true correct and complete fully executed copy of the executed Debt Financing Commitment by second amended and among HPS Investment Partnersrestated commitment letter, LLCdated as of June 8, 2014, between Parent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC and JPMorgan Chase Bank, N.A., including all annexes, exhibits, schedules schedules, annexes and other attachments thereto and a corresponding customarily redacted fee amendments to such letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated in effect as of the date hereof of the execution and delivery of this Agreement by Parent (collectively, the “Debt Financing CommitmentCommitment 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 which. Pursuant to, and subject to the terms and conditions of whichof, the Debt Commitment Parties party thereto have Letter, the lender thereunder has committed to lend the amounts set forth therein to (the Buyer provision of such funds as set forth therein therein, but subject to the provisions of Section 6.9, the “Financing”) for the purpose purposes set forth in such Commitment Letter. Neither the Commitment Letter nor the Fee Letter has been amended, restated or otherwise modified or waived prior to the execution and delivery of funding the transactions contemplated by this Agreement by Parent, and the Ancillary Agreements (respective commitments contained in the “Debt Financing”)Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement by Parent. As of the date execution and delivery by Parent of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer each of Parent and, to the knowledge Knowledge of the BuyerParent, each of the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is thereto, enforceable against the Buyer and the other parties thereto in accordance with its termsterms against Parent and, to the Knowledge of Parent, each of the other parties thereto, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. There are no conditions precedent or other contingencies directly or indirectly (including pursuant to any “flex” provisions) related to the funding of the full amount of the Debt Financing (including any flex provisions) pursuant to the Commitment Letter, other than the conditions precedent as expressly set forth in the Debt Commitment Letter. Subject to the terms and conditions of the Commitment Letter, the net proceeds contemplated from the Financing Commitment(without taking into account any proceeds of the Parent’s existing revolving credit facility or the 364-Day Senior Unsecured Credit Facility contemplated by the Commitment Letter) will, in the aggregate and when taken together with Parent’s cash on hand, be sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the consideration in the Offer and the Buyer has no reason to believe thatMerger Consideration, as the funding of any required refinancings or repayments of any existing Indebtedness of the date hereofCompany or Parent in connection with the Transactions and the payment of all fees and expenses reasonably expected to be incurred by Parent, Merger Sub and the Surviving Corporation in connection with the Transactions and the Financing. As of the execution and delivery of this Agreement by Parent, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No no event has occurred on which would constitute a breach or prior to the date hereof which, default (or an event which with notice or without notice, lapse of time or both, both would constitute a default default) or breach under the Debt Financing Commitment result in a failure to satisfy a condition precedent, in each case, on the part of Parent or, to the knowledge Knowledge of the BuyerParent, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of Commitment Letter, under the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing CommitmentCommitment Letter, there are no side letters or other contracts, arrangements or understandings and (written or oralii) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do Parent does not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition of the conditions to the availability or funding of the Debt Financing to will not be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall or any other funds necessary for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement and the payment of the required refinancing or repayments of certain existing Indebtedness and of all fees and expenses reasonably expected to be incurred in connection herewith will not be available to the Buyer Parent on the Closing Date. The Buyer Parent has fully paid, or caused to be paid, any and paid all commitment fees and any and all or other fees and expenses, in each case as are to the extent required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge of the execution and agree that their obligations under delivery of this Agreement and any Ancillary Agreements, including their obligations to consummate by Parent in connection with the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereofFinancing. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer has delivered to the Seller Representative a Company complete, true and complete copy correct copies of the executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee debt financing commitment letter (none of which redacted terms adversely affect the amount or availability of “Debt Commitment Letter” and the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectivelycommitment thereunder, the “Debt Financing Commitment”)) and the related fee letters (the “Fee Letters”) (provided that provisions in the Fee Letters such as numerical fees and certain other commercially sensitive terms in the Fee Letter that are customarily redacted in connection with purchase agreements of this nature but which redactions do not affect the amount, pursuant to which, and subject to the terms and conditions of which, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein timing or conditionality for the purpose availability of funding funds, may have been redacted) which obligate certain parties thereto (the transactions contemplated by this Agreement and the Ancillary Agreements “Debt Financing Sources”) to provide debt financing (the “Debt Financing”). As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the The Debt Financing Commitment is in full force and effect and constitutes the a legal, valid and binding obligation of the Buyer and(except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)), and is the legal, valid, and binding obligations of the other parties thereto. The Debt Financing Commitment is in full force and effect, and has not been withdrawn, rescinded or terminated or otherwise amended, modified or waived in any respect, and no such withdrawal, rescindment, termination, amendment, modification or waiver is contemplated by the Buyer or, to the knowledge of the Buyer, the any other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its termsparty thereto. There are no conditions precedent or other contingencies directly or indirectly related to the The funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth amounts in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance together with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available Buyer’s cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Datehand, will be sufficient to (1) pay enable the Purchase Price upon Buyer to consummate the transactions on the terms contemplated by this Agreement, (2) and to pay all other or cause the payment of the Estimated Closing Amount and any amounts payable which, by the terms of this Agreement, will reduce the Estimated Closing Amount, and all of the out-of-pocket fees, costs and expenses of the Buyer in connection with arising from the consummation of the transaction transactions contemplated by this Agreement and (3) pay all related fees in connection with the Debt Financing and expenses associated with such transaction for which payable at the Buyer or any of its Affiliates is responsible. (b) Closing. No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred circumstance exists that, with or without notice, lapse of time or both, would, or would reasonably be expected to: (x) constitute a default or breach on the part of the Buyer or any of its Affiliates or, to the knowledge of the Buyer, any other party thereto, under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event Commitment or other occurrence that makes any of the representations and warranties of the Buyer otherwise result in the Debt Financing Commitment inaccurate in any material respect. The non-redacted all or a portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available contemplated thereby to the Buyer on be unavailable; (y) constitute or result in a failure to satisfy any of the terms or conditions set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, ; or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, (z) otherwise result in all or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms a portion of the Debt Financing Commitment on not being available. (b) The Buyer has and will have at the Closing the financial capability to consummate the transactions contemplated by this Agreement, and the Buyer understands that the Buyer’s obligations hereunder are not in any way contingent or prior otherwise subject to (i) the date hereofconsummation of any financing arrangements or obtaining any financing or (ii) the availability of any financing to Buyer or any of its Affiliates. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered Immediately after giving effect to the Seller Representative true and complete copies transactions contemplated by this Agreement, none of each of the Buyer Group or the Company Group, individually or in the aggregate shall (i) be insolvent (either because its financial condition is such that certain irrevocable option exercise notice delivered by Keystone the sum of its debts is greater than the fair value of its assets or because the fair salable value of its assets is less than the amount required to Buyerpay its probable liability on its existing debts as they mature), pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant have unreasonably small capital with which to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units engage in its business or (iii) have incurred debts beyond its ability to pay as defined in they become due. In completing the Existing Buyer LLC transactions contemplated by this Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As Buyer Group does not intend to hinder, delay or defraud any present or future creditors of any of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)Company Entities.

Financing. (a) The Buyer Parent has delivered delivered, and caused Parent Sponsor to deliver, to the Seller Representative Company a true true, complete and complete correct copy of the executed Debt Financing Equity Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Financing Commitment”)Letter, pursuant to which, upon the terms and subject to the conditions set forth therein, Parent Sponsor has agreed to directly or indirectly invest in Parent the Closing Payment Commitment for the purpose of delivering the Total Merger Consideration and the other permitted purposes expressly set forth therein (the “Equity Financing”) or to pay to the Company any monetary damages up to the Damages Commitment. The Equity Commitment Letter provides that the Company is an express third party beneficiary of and is entitled to enforce (subject to the terms and conditions of set forth therein), the Equity Commitment Letter, which, in the Debt case of the Closing Payment Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein for the purpose purposes of funding delivering the transactions contemplated by this Agreement and Total Merger Consideration is solely in connection with the Ancillary Agreements Company’s exercise of its rights under Section 8.13 or Section 7.5. (the “Debt Financing”). As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. b) As of the date hereof, the Debt Financing Equity Commitment Letter is in full force and effect and constitutes the legalvalid, valid binding and binding enforceable obligation of the Buyer Parent or Merger Sub and Parent Sponsor, as applicable, and, to the knowledge Knowledge of the BuyerParent and Merger Sub, the other parties thereto (subject to thereto, enforceable in accordance with their respective terms, except as enforcement may be limited by the Enforceability Exceptions) and . As of the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There date hereof, there are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) Equity Financing, as applicable, other than the conditions precedent expressly set forth in the Debt Financing CommitmentEquity Commitment Letter. The Equity Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement, and the Buyer has no reason to believe thatrespective commitments contained therein have not been terminated, as of the date hereofreduced, (i) it withdrawn or rescinded in any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or respect prior to the Closing. Assuming date of this Agreement, assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each satisfaction of the conditions set forth in Section 8.1 6.1 and Section 8.3 6.2, no such termination, reduction, withdrawal or rescission is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this AgreementTopco, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer Parent or any of its Affiliates is responsible. (b) No event has occurred on Merger Sub or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of Parent Sponsor or, to the knowledge Knowledge of the BuyerTopco, Parent and Merger Sub, any other party thereto. As of the date hereof, neither Topco, Parent nor Merger Sub is in default of this Agreement, or breach under the Buyer is not in breach of any terms and conditions of the terms or Equity Commitment Letter, and, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, to the Debt Financing Commitment. As Knowledge of the date of this AgreementTopco, Parent and Merger Sub, no event has occurred that, with or without notice, lapse of time or both, both would be expected to constitute a default or breach on or a failure to satisfy a condition under the part terms and conditions of the Buyer or any of its Affiliates under any term or condition Equity Commitment Letter. (c) As of the Debt Financing Commitment. The Buyer is not aware of any factdate hereof, event or other occurrence that makes any assuming the satisfaction of the representations conditions set forth in Section 6.1 and warranties Section 6.2, each of the Buyer in the Debt Financing Commitment inaccurate in Topco, Parent and Merger Sub has no reason to believe that (i) any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent expressly set forth in the Equity Commitment Letter will not be satisfied on or prior to the obligations of Closing Date or (ii) the parties thereunder to make the full amount of the Debt Equity Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that aggregate amounts contemplated by the Debt Financing shall Equity Commitment Letter will not be available to the Buyer Topco, Parent and Merger Sub on the Closing Date. The Buyer has fully paidEach of Topco, Parent and Merger Sub acknowledges that Parent’s obligations under this Agreement are not subject to any conditions regarding Parent’s, Merger Sub’s, their Affiliates’, or caused any other Person’s (including, for the avoidance of doubt, the Company or any of its Subsidiaries) ability to be paidobtain the Equity Financing for the consummation of the Contemplated Transactions. (d) There are no side letters, understandings or other agreements or arrangements of any and all commitment kind relating to the Equity Commitment Letter or the Equity Financing that could affect the availability or amount of the Equity Financing contemplated by the Equity Commitment Letter in any respect. No fees and any and all other fees and expenses, in each case as are required to be paid by Topco or Parent in connection with the provision of the Equity Commitment Letter or the drawing on any commitment made by Parent Sponsor pursuant to the terms of the Debt Financing Equity Commitment on or prior to the date hereofLetter. (ce) The Buyer acknowledge Equity Financing, when funded in accordance with the Equity Commitment Letter, will provide Parent or Merger Sub with cash proceeds on the Closing Date sufficient to enable Parent and agree that Merger Sub to perform all of their payment obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate at the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered deliver the Total Merger Consideration and all other amounts required to be paid under Article II, (ii) pay any fees and expenses required to be made by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) or on behalf of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000Parent or Merger Sub at Closing, and (iiiii) that certain subscription agreement pursuant cause the Company to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined repay the Term B Loan to the extent required in connection with the Existing Buyer LLC Agreement) transactions described in Buyer for aggregate cash consideration of $1,000,000, each dated as of (this Agreement or prior to) the date hereof (collectively, the “Equity Financing Commitments”)Commitment Letter. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, each of Topco, Parent and Merger Sub has no reason to believe that the representations and warranties contained in the immediately preceding sentence will not be true at and as of the Closing Date. Notwithstanding anything elsewhere in this Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the Equity Financing Commitments are in full force and effect and constitute contemplated by the legalEquity Commitment Letter) by or to Topco, valid and binding obligation Parent, Merger Sub or any of their respective Affiliates or any other financing transaction be a condition to any of the Buyer andobligations of Topco, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)Parent or Merger Sub hereunder.

Financing. (a) The Buyer Parent has delivered to the Seller Representative a true and complete copy Company, as of the date of this Agreement, true, complete and correct copies of (i) an executed Debt Financing Commitment by and among HPS Investment Partnerscommitment letter, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (the “Debt Commitment Letter“, provided that, for purposes of this Agreement, the Debt Commitment Letter shall also include, after the date hereof, to the extent alternative financing from alternative financial institutions is obtained in accordance with this Agreement, any executed commitment letter for such alternative financing), among Parent and ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ Fargo Capital Finance, LLC, 1903 Onshore Funding, LLC and Special Value Continuation Partners, LP (collectively, the “Debt Commitment Parties“; the Debt Commitment Parties, together with, to the extent alternative financing from alternative financial institutions is obtained in accordance with this Agreement, any such alternative financial institutions, collectively, the “Debt Financing Commitment”), Sources“) pursuant to whichwhich the Debt Commitment Parties (or Debt Financing Sources, and as applicable) have agreed, subject to the terms and conditions of whichthereof, to provide or cause to be provided the Debt Commitment Parties party thereto have committed to lend the debt amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”“ which includes, to the extent alternative financing from alternative financial institutions is obtained in accordance with this Agreement, any such alternative financing), and (ii) executed equity commitment letters, dated as of the date hereof (the “Equity Commitment Letters“, and together with the Debt Commitment Letter, the “Commitment Letters“), pursuant to which Family LLC and ▇▇▇▇▇▇ Equities VII, LLC, respectively (the “Equity Financing Sources“ and, together with the Debt Financing Sources, the “Financing Sources“) have committed, subject to the terms and conditions thereof, to invest up to the respective amounts set forth therein (the “Equity Financing“, and together with the Debt Financing, the “Financing“). The Commitment Letters are in full force and effect as of the date of this Agreement, and are legal, valid and binding obligations of Parent and the other parties thereto. As of the date hereof, no amendment or modification of the Commitment Letters has been or made and the respective commitments contained in the Commitment Letters have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are no side letters or other agreements to which Parent or its Affiliates is a party relating to the funding of the Financing other than the Commitment Letters, the Rollover Agreement, the Exchange Agreement and any customary fee letters or engagement letters that do not impact the conditionality or amount of the Financing. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Commitment Letters and/or the Financing that are due and payable on or prior to the date hereof (to the extent not otherwise waived by the applicable Financing Source). As of the date of this Agreement, assuming the Debt Financing Commitment has not been amended or modified accuracy in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As all material respects of the date hereof, the Debt Financing Commitment is in full force representations and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly warranties set forth in the Debt Financing CommitmentArticle III, and the Buyer neither Parent nor Merger Sub has no reason any reasonable basis to believe that, as of the date hereof, (i) that it or any other party thereto will not be able unable to satisfy on a timely basis any material term (to the extent such material term is to be performed or complied with prior to the Closing Date) or condition to close set forth in any of the Debt Financing CommitmentCommitment Letters, including any condition in each case, in accordance with the terms therein, on or prior to the Closing Date. There are no conditions precedent related to the funding or investing, as applicable, of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions other than as expressly set forth in or contemplated by the Debt Commitment Letters. The Financing Commitment will provide Parent and assuming that each of Merger Sub with financing on the conditions set forth Closing Date sufficient to pay all cash amounts required to be paid by Parent and Merger Sub under this Agreement in Section 8.1 and Section 8.3 is satisfied at Closing, as of connection with the date hereof, the aggregate proceeds of the Debt FinancingMerger, together with available cash any fees and cash equivalents expenses of or payable by Parent and Merger Sub with respect to the Buyer on hand as of Merger and the date hereof and Financing on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (aAttached as Annex 5.2(e)(i) The Buyer has delivered to the Seller Representative Parent Disclosure Letter is a true and complete copy of a debt commitment letter, other than the executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof relating thereto (collectively, the “Debt Financing Commitment”), pursuant to whichwhich the lenders party thereto have agreed, and subject to the terms and conditions of whichset forth therein, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein for the purpose purposes of funding financing the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). As Attached as Annex 5.2(e)(ii) to the Parent Disclosure Letter is a true and complete copy of the equity commitment letter, dated as of the date hereof, from GS Capital Partners V Fund, L.P. (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to invest the amount set forth therein (the “Equity Financing” and together with the Debt Financing Commitment, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, the Debt Financing Commitment has not been amended no such amendment or modified in any respectmodification is contemplated, no provisions or rights thereunder have been waived and the respective commitments contained therein in the Financing Commitments have not been withdrawn, withdrawn or rescinded or otherwise modified in any respect, nor is . Parent has fully paid any such amendment, modification, withdrawal and all commitment fees or rescission currently contemplated other fees in connection with the Financing Commitments that are payable on or the subject of discussions. As of prior to the date hereof, and the Debt Financing Commitment is Commitments are in full force and effect and constitutes are the legalvalid, valid binding and binding obligation enforceable obligations of the Buyer andParent, Merger Sub and to the knowledge of the BuyerParent, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its termsthereto. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) Financing, other than the conditions precedent expressly as set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) Financing Commitments. No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge Parent or Merger Sub under any of the BuyerFinancing Commitments, any other party thereto. As and as of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, hereof Parent has no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition of the conditions to the availability or funding of Financing contemplated by the Debt Financing to Commitments will not be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall will not be made available to the Buyer Parent on the Closing Date. The Buyer has fully paidSubject to the terms and conditions contained in this Agreement and the Financing Commitments, or caused Parent and Merger Sub will have at the Closing, together with the available cash of the Company and its Subsidiaries on the Closing Date, funds sufficient to be paid, any and all commitment fees pay the cash portion of the aggregate Per Share Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the Financing Commitments) and all any other fees and expenses, in each case as are amounts required to be paid pursuant to in connection with the terms consummation of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000transactions contemplated hereby, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force pay all related fees and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)expenses.

Financing. (a) The Buyer As of the date of this Agreement, Parent has delivered to the Seller Representative a true Company true, complete and complete copy correct copies of the fully executed Debt Commitment Letter and the fully executed Fee Letter executed in connection with the Financing Commitment by (with only fee amounts, dates and among HPS Investment Partners, LLCcertain other economic terms, including all annexesin respect of the “market flex” and “securities demand” provisions, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter redacted) (none of which redacted terms would adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financingother than through original issue discount), each dated as of the date hereof (collectively, the “Debt Financing Commitment”), pursuant to which, and subject to the terms and conditions of which, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment Letter is in full force and effect and constitutes the legal, valid valid, binding and binding obligation enforceable obligations of the Buyer Parent and, to the knowledge Knowledge of the BuyerParent, the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). As of the Enforceability Exceptions) date hereof, the Commitment Letter and Fee Letter have not been amended or modified in any respect and, to the Debt Financing Knowledge of Parent, the commitments in the Commitment is enforceable against the Buyer and the other parties thereto in accordance with its termsLetter have not been withdrawn or terminated. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing on the terms set forth in the Commitment Letter (including any flex provisionsas such terms may be altered in accordance with the “market flex” provisions set forth in the Fee Letter executed in connection with the Financing) other than the conditions precedent as expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party theretoLetter. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreementhereof, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on by Parent or, to the part Knowledge of Parent, any other party thereto under the Commitment Letter. Subject to the terms and conditions of the Buyer or any of its Affiliates under any term or condition Commitment Letter, as of the Debt Financing Commitment. The Buyer is not aware of any factdate hereof, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all assuming satisfaction of the conditions precedent set forth in Section 8.1 and Section 8.2, the aggregate proceeds to be disbursed pursuant to the obligations 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 parties thereunder Company and its Subsidiaries, will, in the aggregate, be sufficient to make fund the full amount Cash Consideration, the cash payable to holders of Company RSU Awards, pursuant to Section 1.8, the payment of any debt required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged in connection with the Combination as of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings date hereof (written or oral) relating to the Debt Financing that could impair the availability including all Indebtedness of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing Company and its Subsidiaries required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied by it contained or discharged in connection with the Debt Financing CommitmentCombination, or that including premiums and fees incurred in connection therewith (the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid“Required Indebtedness”)), or caused to be paid, any and all commitment fees and any and all other fees and expensesexpenses incurred by Parent, Merger Sub 1 and Merger Sub 2 in each case as are required to be paid pursuant to connection with the terms Combination and the other transactions contemplated hereby. Assuming the satisfaction of the Debt Financing Commitment conditions set forth in Sections 8.1 and 8.2, if the Closing were to occur on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations the incurrence of the indebtedness contemplated by the Commitment Letter to consummate be incurred on the Closing, are not contingent upon its receipt of financing of any kindClosing Date, including the Debt Financing or any part thereof. (d) The Buyer has delivered to liens and guarantees provided in connection therewith as set forth in the Seller Representative true Commitment Letter, and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) the consummation of the transactions contemplated by this Agreement would not result in a default or event of default under the Parent Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in Notes or the indenture governing the Parent Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”)Notes. As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation assuming satisfaction of the Buyer andconditions set forth in Sections 8.1 and 8.2, Parent has no reason to believe that either it or any other party will be unable to satisfy on a timely basis any condition of the Financing under the Commitment Letter or any related Fee Letter or that the Financing contemplated by the Commitment Letter will not be made available to Parent on the Closing Date. As of the date of this Agreement, other than the Commitment Letter and Fee Letter, there are no other letters, agreements or understandings (other than customary non-disclosure agreements and diligence non-reliance letters) between Parent, on the one hand, and the Financing Sources, on the other hand, that could have an Adverse Effect on the Financing. Parent has fully paid all fees and expenses and other amounts required to be paid on or prior to the knowledge date of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject this Agreement pursuant to the Enforceability Exceptions)Commitment Letter.

Financing. (a) The Buyer has delivered to the Seller Representative a true and complete copy net proceeds of the executed Debt Financing Commitment by and among HPS Investment Partnersloans under the Bridge Credit Agreement, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof hereof, by and among the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (collectivelyincluding any of their respective successors under such facility, the “Debt Financing CommitmentSources”) 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 whichwhich the lenders party thereto have severally agreed, and subject to the terms and conditions of whichset forth therein, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to (the Buyer provision of such funds as set forth therein therein, the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”)purposes set forth in such Loan Facility. As of No Financing Document has been amended, restated or otherwise modified or waived prior to the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein in the Loan Facility have not been withdrawn, modified or rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or respect prior to the subject date of discussionsthis Agreement. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments Documents are in full force and effect and constitute the legal, valid and binding obligation of the Buyer each of Verizon and, to the knowledge Knowledge of Verizon, the other parties thereto, except as enforceability may be limited by applicable bankruptcy, reorganization, insolvency and similar federal and state Laws generally affecting the rights and remedies of creditors and 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 Buyerfull amount of the Financing or the Replacement Financing, other than the applicable 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 parties thereto and contracts or arrangements related to the Equity Financing Commitments are enforceable against that could adversely affect the Buyer and availability of the applicable Financing. As of the date hereof, 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 breach or default), in each case, on the part of Verizon under the Financing Documents or, to the Knowledge of Verizon, any other parties thereto in accordance with their respective terms (party to the Financing Documents. As of the date hereof, subject to the Enforceability Exceptionssatisfaction 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 conditions that are more favorable to Verizon) as may appear in any Replacement Financing Document), Verizon does not have any reason to believe that the funds necessary 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, will not be available to Verizon on the Closing Date. Verizon has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Documents.

Financing. (a) The Buyer Purchaser has delivered to the Seller Representative a true and complete copy of an executed commitment letter dated February 20, 2009 (as the executed Debt Financing Commitment by same may be amended and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectivelyreplaced in accordance with Section 5.14, the “Debt Financing CommitmentCommitment Letter”), pursuant to whichwhich the lender parties thereto have committed, and subject to the terms and conditions of whichthereof, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. . (b) As of the date hereof, the Debt Financing Commitment Letter is in full force and effect and constitutes has not been withdrawn or terminated or otherwise amended or modified in any respect. The Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of the Buyer Purchaser and, to the knowledge of the BuyerPurchaser, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its termsthereto. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) Financing, other than the conditions precedent expressly as set forth in or contemplated by the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing CommitmentLetter. As of the date of this Agreement, no event has occurred thatwhich, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates Purchaser under any term or condition of the Debt Financing CommitmentCommitment Letter. The Buyer is not aware of any fact, event or other occurrence that makes any As of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion date of this Debt Financing Commitment contains all Agreement, subject to the satisfaction of the conditions precedent to contained in Section 8.01 and Section 8.03 (other than the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms condition set forth therein. Other than the Debt Financing Commitmentin Section 8.03(d)), there are Purchaser has no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall it will be unable to satisfy, satisfy on a timely basis, basis any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing DateCommitment Letter. The Buyer Purchaser has fully paid, or caused to be paid, paid any and all commitment fees that have been incurred and any are due and all other fees and expenses, in each case payable as are required to be paid pursuant to the terms of the date of this Agreement in connection with the Debt Financing Commitment on or prior to the date hereofLetter. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legalPurchaser has no contracts, valid and binding obligation agreements, commitments, arrangements or understandings with any Person concerning any equity or debt contributions to be made to Purchaser to all or any part of the Buyer andPurchase Price other than as set forth in the Debt Commitment Letter or those that would not materially and adversely affect Purchaser’s ability to perform its obligations under this Agreement, nor any contracts, agreements, commitments, arrangements or understandings with any Person concerning the ownership and operation of Purchaser or the Business other than those that would not adversely affect Purchaser’s ability to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)perform its obligations under this Agreement.

Financing. (a) The Buyer Parent has delivered to the Seller Representative a true Company true, correct and complete copy fully-executed copies of the executed Debt Financing Commitment commitment letter, dated as of January 23, 2011, by and among HPS Investment PartnersParent, WF Investments Holdings, LLC, ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ Fargo Securities, LLC, SunTrust Bank, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, including all annexes, exhibits, schedules schedules, annexes and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing)amendments to such letter, each dated in effect as of the date hereof of this Agreement (collectively, the “Debt Financing CommitmentCommitment Letter”), pursuant together with a redacted copy of the fee letter relating thereto (the “Fee Letter”). Pursuant to whichthe Commitment Letter, and subject to the terms and conditions thereof, each of which, the Debt Commitment Parties party parties thereto (other than Parent) have severally agreed and committed to lend the amounts set forth therein to (the Buyer provision of such funds as set forth therein therein, the “Financing”) for the purpose purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of funding the transactions contemplated by this Agreement Agreement, and the Ancillary Agreements 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 “Debt Financing”)date of this Agreement. As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer each of Parent and, to the knowledge of the BuyerParent, the other parties thereto (thereto, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and subject to general principles of equity. As of the Enforceability Exceptions) date of this Agreement, except for the Fee Letter and an engagement letter with respect to the Debt Financing, there are no side letters or other contracts or arrangements related to the Financing other than the Commitment is enforceable against Letter. As of the Buyer and the other parties thereto in accordance with its terms. There date of this Agreement, there are no conditions precedent or other contingencies directly or indirectly related relating to the funding of the full amount of the Debt Financing (including any flex provisions) Financing, other than the conditions precedent as expressly set forth in the Debt Financing Commitment, and Commitment Letter. The net proceeds contemplated from the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof Parent and Merger Sub on the Closing Date, will will, in the aggregate, be sufficient for (i) the payment of the aggregate Cash Consideration and any other amounts required to (1be paid pursuant to Article II, the aggregate amount of cash to be deposited pursuant to Section 1.7(b) pay in respect of the Purchase Price upon Reserved Company Common Stock, and the aggregate amount of cash to be paid pursuant to the terms contemplated by this Agreementof Section 1.9 in respect of the Company RSU Awards, (2ii) pay all other amounts payable by the Buyer funding of any required refinancings or repayments of any existing indebtedness of the Company or Parent in connection with the consummation of Merger or the transaction contemplated by this Agreement Financing, and (3iii) pay the payment of all related fees and expenses associated and other payment obligations required to be paid or satisfied by Parent, Merger Sub and the Surviving Entity in connection with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to Merger and the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party theretoFinancing. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, (i) no event has occurred that, which would constitute a breach or default (or an event which with notice or without notice, lapse of time or both, both would constitute a default or breach default) on the part of Parent under the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any factCommitment Letter or, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations knowledge of the parties thereunder to make the full amount of the Debt Financing available Parent or Merger Sub, any other party to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings Commitment Letter and (written or oralii) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer Parent and Merger Sub do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition of the conditions to the availability or funding of the Debt Financing to will not be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall or any other funds necessary for the satisfaction of all of Parent’s obligations under this Agreement, the funding of any required refinancings or repayments of 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 incurred in connection therewith will not be available to the Buyer Parent and Merger Sub on the Closing Date. The Buyer has Parent and Merger Sub have fully paid, or caused to be paid, any and paid all commitment fees and any and all or other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under of this Agreement pursuant to the Commitment Letter. Each of Parent and any Ancillary Agreements, including their Merger Sub understands that the obligations to consummate effect the transactions contemplated by this Agreement are not conditioned upon the availability of the Financing to Parent and Merger Sub at the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. Buyer or Parent has obtained a commitment letter (athe “Debt Commitment Letter”) The Buyer has delivered to from GSO Capital Partners LP (together with any other lender that becomes a party thereto, the Seller Representative “Lender”), a true and complete copy of the executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted which has been provided to Seller (together with each related fee letter (none of which redacted subject to redaction so long as such redaction does not cover terms that would adversely affect the amount conditionality, availability or availability term of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Financing Commitment”), pursuant to whichproviding for, and subject to the terms conditions and conditions of qualifications set forth therein, all funds necessary, which, subject to fulfilment of the Debt Commitment Parties party thereto have committed to lend the amounts conditions set forth therein in this Agreement, are available to the Buyer as set forth therein for the purpose of funding Buyer, together with its cash on hand, to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”)Agreement. As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived Letter and the respective commitments financing commitment contained therein therein, (i) have not been amended, restated, withdrawn, rescinded or otherwise modified in any respector waived, nor is any and, no such amendment, modificationrestatement, withdrawal withdrawal, rescission or rescission currently contemplated other modification or the subject of discussions. As waiver of the date hereof, the Debt Financing Commitment Letter is contemplated and (ii) is in full force and effect effect, and constitutes constitute the legal, valid and binding obligation obligations of the Buyer and, to the knowledge Knowledge of the Buyer, the other parties thereto thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (subject to the Enforceability Exceptions) and the Debt Financing Commitment regardless of whether enforcement is enforceable against the Buyer and the other parties thereto sought in accordance with its termsa proceeding at law or in equity). There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full financing described in the Debt Commitment Letter or contingencies that would permit the Lender, Buyer or Parent to reduce the total amount of the Debt Financing (including any flex provisions) Financing, other than the conditions precedent expressly as set forth in the Debt Financing Commitment, and the Commitment Letter. Buyer has no reason fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to believe that, as be paid on or before the date hereof. As of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No no event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, that constitutes or would reasonably be expected to constitute a default or breach under the Debt Financing Commitment on the part of orBuyer and, to the knowledge Knowledge of the Buyer, any other party parties thereto, under the Debt Commitment Letter. As of the date of this Agreement, assuming the accuracy of Seller’s representations and warranties set forth in this Agreement and performance by Seller of its obligations under this Agreement, Buyer is not in breach of has no reason to believe that any of the terms or conditions set forth in to the Financing contemplated by the Debt Commitment Letter will not be satisfied or that the Financing Commitmentwill not be available to Buyer on the Closing Date. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contractsagreements, Contracts or written arrangements to which Buyer or understandings (written or oral) relating any of its Affiliates is a party related to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained other than as expressly set forth in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees Commitment Letter and any customary fee letters (a redacted version of which has been provided to Seller as described above) and all other fees and expenses, in each case as are required to be paid pursuant to non-disclosure agreements that do not impact the terms conditionality or amount of the Debt Financing Commitment on or prior to the date hereofFinancing. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to the Seller Representative a true Company true, correct and complete copy copies of the executed Debt Financing Commitment by and among HPS Investment Partnerscommitment letter, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof hereof, from Bank of America, N.A., JPMorgan Chase Bank, N.A., Jefferies Finance LLC, ▇▇▇▇▇ and Company, LLC and ▇▇▇▇▇ Structured Holdings, Inc. (collectivelytogether with all exhibits, annexes, schedules and attachments thereto, including the Fee Letter relating thereto, the “Debt Financing CommitmentCommitment Letter”), pursuant to which, and subject to the terms and conditions of whichthereof, the Debt Commitment Parties lenders party thereto have committed to lend the amounts set forth therein to the Buyer Horizon Pharma, Inc., or another Subsidiary of Parent (as set forth therein applicable, “Borrower”), for the purpose of funding financing the transactions contemplated by this Agreement and the Ancillary Agreements (such financing, the “Debt Financing”). As ; provided that the Fee Letter shall have been redacted with respect to fees and other provisions that do not affect the conditionality of the Debt Financing. (b) The Debt Commitment Letter is, as of the date of this Agreementhereof, the Debt Financing Commitment in full force and effect and has not been amended withdrawn, terminated or rescinded in any respect or otherwise amended, supplemented or modified in any respect, and, to the Knowledge of Parent, no provisions such withdrawal, termination, rescission, amendment, supplement or rights thereunder have been waived modification is presently contemplated by Parent, Borrower or Merger Sub (other than amendments or modifications that are permitted by Section 6.16(b)). The Debt Commitment Letter is a legal, valid and binding obligation of Borrower and, to the Knowledge of Merger Sub and Parent, the other parties thereto. Except for the Debt Commitment Letter and the respective commitments contained therein have engagement letter entered into in connection therewith (which letter does not been withdrawnmodify or amend the terms of the Debt Commitment Letter), rescinded as of the date hereof, there are no side letters or otherwise modified in any respectother agreements, nor is any such amendment, modification, withdrawal contracts or rescission currently contemplated arrangements relating to the Debt Financing or the subject of discussionsDebt Commitment Letter. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred thatwhich, with or without notice, lapse of time or both, would constitute a default or breach on the part of Borrower, Merger Sub or Parent and (in the Buyer or case of the Debt Commitment Letter only, to the Knowledge of Merger Sub and Parent) any of its Affiliates the other parties thereto, under any term or condition of the Debt Financing Commitment. The Buyer is Commitment Letter (provided that Parent and Merger Sub are not aware making any representation or warranty regarding the effect of any fact, event or other occurrence that makes any inaccuracy of the representations and warranties of set forth in Article III, or the Buyer in Company’s compliance with its obligations under the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion terms of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth thereinAgreement). Other than the Debt Financing CommitmentBorrower, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not Merger Sub and Parent have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to be paid on or before the date hereof. Assuming (i) the Debt Financing is funded in accordance with the Debt Commitment Letter, (ii) the accuracy of the representations and any warranties set forth in Article III, (iii) the satisfaction of the conditions to Parent’s obligation to consummate the Offer and/or the Merger (as applicable), and (iv) the performance by the Company of its obligations under this Agreement, the aggregate net proceeds of the Debt Financing, together with Parent’s consolidated cash, will be sufficient for the acquisition of all Company Shares pursuant to the Offer and the Merger, as the case may be, to pay all fees and expenses in connection therewith, to make payments to all holders of outstanding In-the-money Options and Company RSU Awards under Section 2.7, as applicable, and the payment of all other fees and expenses, in each case as are amounts required to be paid pursuant to by Parent and/or Merger Sub in connection with the terms consummation of the Debt Financing Commitment on or prior to the date hereoftransactions. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to the Seller Representative Company a true correct and complete fully executed copy of the executed Debt Financing Commitment by commitment letter, dated as of July 2, 2015, between Parent, ▇▇▇▇▇ Fargo Bank, National Association (“WF Bank”), WF Investment Holdings, LLC (“WFIH”) and among HPS Investment Partners▇▇▇▇▇ Fargo Securities, LLCLLC (“WF Securities”, together with WF Bank and WFIH, “▇▇▇▇▇ Fargo”), including all annexes, exhibits, schedules schedules, annexes and other attachments thereto and a corresponding customarily redacted fee amendments to such letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated in effect as of the date hereof of this Agreement (collectively, the “Debt Financing CommitmentCommitment Letter”), pursuant to which, which and subject to the terms and conditions of which, thereof the Debt Commitment Parties party thereto have lender thereunder has committed to lend the amounts set forth therein to (the Buyer provision of such funds as set forth therein therein, but subject to the provisions of Section 5.10, the “Financing”) for the purpose purposes set forth in such Commitment Letter. Parent has also delivered to the Company a correct and complete fully executed copy of funding (i) the transactions contemplated by this Agreement Initial Lenders Fee Letter and the Ancillary Agreements 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 “Debt Financing”)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 Debt Financing Commitment has not been amended availability, amount or modified in any respect, no provisions or rights thereunder have been waived and conditionality of the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussionsFinancing. As of the date hereofexecution and delivery of this Agreement, the Debt Financing Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer each of Parent and, to the knowledge Knowledge of the BuyerParent, the other parties thereto thereto, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. Parent has fully paid (subject or caused to be fully paid) any and all commitment fees or other fees required by the Enforceability Exceptions) and Commitment Letters to be paid on or before the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its termsdate of this Agreement. There are no conditions precedent or other contingencies directly or indirectly (including pursuant to any “flex” provisions) related to the funding of the full amount of the Debt Financing (including any flex provisions) pursuant to the Commitment Letter, other than the conditions precedent as expressly set forth in the Debt Financing Commitment, Commitment Letter. Subject to the terms and the Buyer has no reason to believe that, as conditions of the date hereofCommitment Letter, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition assuming the accuracy of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded Company’s representations and warranties contained in accordance with the conditions set forth in the Debt Financing Commitment Article III and assuming that each no breach or default by the Company of the conditions set forth its covenants contained in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof5.1, the aggregate net proceeds of contemplated from the Debt Financing, together with available cash on hand and cash equivalents marketable securities of Parent and of the Buyer on hand as of the date hereof Company and its Subsidiaries on the Closing Date, will will, in the aggregate, be sufficient to (1) pay for the Purchase Price upon payment of the terms contemplated by this Agreement, (2) pay all aggregate cash portion of the Merger Consideration and any other amounts payable by required to be paid pursuant to Article II hereof, the Buyer funding of any required refinancings or repayments of any existing Indebtedness of the Company or Parent in connection with the consummation Merger and the payment of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior reasonably expected to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreementbe incurred by Parent, the Buyer is not Merger Subs and the Surviving Corporation in breach of any of connection with the terms or conditions set forth in Merger and the Debt Financing Commitment(collectively, such amount, the “Required Funding Amount”). As of the date of this Agreement, no event has occurred that, which would result in any breach or violation of or constitute a default (or an event which with notice or without notice, lapse of time or both, both would constitute become a default default) by Parent or breach on the part either of the Buyer or any of its Affiliates Merger Subs under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any factCommitment Letter, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do Parent does not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition of the conditions to the availability or funding of the Debt Financing to will not be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall will not be available to the Buyer Parent on the Closing Date. The Buyer Parent has fully paid, or caused to be paid, any and paid all commitment fees and any and all or other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under of this Agreement and any Ancillary Agreements, including their obligations to consummate in connection with the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereofFinancing. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Purchaser has delivered to the Seller Representative a true and complete copy complete, fully-executed copies of the executed Debt Financing Commitment by debt and equity commitment letters, dated as of October 3, 2013 among HPS Investment PartnersPurchaser; Citigroup Global Markets Inc., LLCCitibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates; Bank of America, N.A.; ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated; Barclays Bank PLC; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.; and Natixis, New York Branch and including all annexes, exhibits, schedules schedules, annexes and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated amendments to such agreements in effect as of the date hereof (collectively, the “Debt Financing CommitmentCommitment Letters”), pursuant to which, which and subject to the terms and conditions thereof each of whichthe parties thereto (other than Purchaser), the Debt Commitment Parties party thereto have has severally agreed and committed to lend provide the amounts debt financing set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”) and Purchaser has received a commitment in respect of the equity financing set forth therein (“Equity Financing,” and together with the Debt Financing, collectively the “Financing”). As of the date of this Agreement, the Debt Financing The Commitment has Letters have not been amended amended, restated or otherwise modified in any respect, no provisions or rights thereunder have been waived prior to the Execution Date and the respective commitments contained therein in the Commitment Letters have not been withdrawn, modified or rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or respect prior to the subject of discussionsdate hereof. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments Letters are in full force and effect and constitute the legal, valid and binding obligation of each of Purchaser and the Buyer andother parties thereto, except as such enforcement may be limited by laws affecting the enforcement of creditors’ rights generally or by general equitable principles. There are no conditions precedent to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Letters. There are no other agreements, side letters or arrangements that would permit the parties to the Commitment Letters to reduce the amount of the Financing or that would otherwise affect the availability of the Financing. The Commitment Letters provide Purchaser with binding financial commitments that, when funded at Closing, provide it with sufficient funds to pay the Final Purchase Price and to pay any other amounts required to be paid by it in connection with the consummation of the transactions contemplated by this Agreement. As of the date hereof, (A) no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Purchaser under the Commitment Letters or, to the knowledge Knowledge of the BuyerPurchaser, the applicable any other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject party to the Enforceability Exceptions)Commitment Letters and (B) Purchaser has no reason to believe that the conditions to the Financing will not be satisfied or that the Financing will not be available to Purchaser on the Closing Date. Purchaser has fully paid all fees required to be paid prior to the date hereof pursuant to the Commitment Letters and will pay any additional fees required to be paid pursuant to the Commitment Letters.

Financing. (a) The Buyer Parent has delivered to the Seller Representative Company (i) a true correct and complete fully executed copy of the executed Debt Financing Commitment by commitment letter, dated as of May 12, 2014, between Parent, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and among HPS Investment Partners, ▇▇▇▇▇▇▇ Sachs Lending Partners LLC, including all annexes, exhibits, schedules schedules, annexes and other attachments thereto and a corresponding customarily redacted fee amendments to such letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated in effect as of the date hereof of this Agreement (collectively, the “Debt Financing CommitmentCommitment Letter”) and (ii) a correct and complete fully executed copy of the fee letter referenced in the Commitment Letter (the “Fee Letter”) (it being understood that such letter has been redacted to omit the fee amounts and market flex provisions therein), pursuant to which. Pursuant to, and subject to the terms and conditions of whichof, the Debt Commitment Parties party thereto have Letter, the lender thereunder has committed to lend the amounts set forth therein to (the Buyer provision of such funds as set forth therein therein, together with the proceeds of any Senior Notes (as defined in the Commitment Letter) contemplated thereby, but subject to the provisions of Section 5.11, the “Financing”) for the purpose purposes set forth in such Commitment Letter. Neither the Commitment Letter nor the Fee Letter has been amended, restated or otherwise modified or waived prior to the execution and delivery of funding the transactions contemplated by this Agreement Agreement, and the Ancillary Agreements (respective commitments contained in the “Debt Financing”)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 execution and delivery of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer each of Parent and, to the knowledge Knowledge of the BuyerParent, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is party thereto, enforceable against the Buyer and the other parties thereto in accordance with its termsterms against Parent and, to the Knowledge of Parent, each of the other parties thereto, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. There are no conditions precedent or other contingencies directly or indirectly (including pursuant to any “flex” provisions) related to the funding of the full amount of the Debt Financing (including any flex provisions) pursuant to the Commitment Letter, other than the conditions precedent as expressly set forth in the Debt Commitment Letter. Subject to the terms and conditions of the Commitment Letter, assuming the accuracy of the Company’s representations and warranties contained in Article III in all material respects, the net proceeds contemplated from the Financing Commitmentwill, in the aggregate, be sufficient for the payment of the aggregate cash portion of the Merger Consideration and any other amounts required to be paid pursuant to Article II hereof, the funding of any required refinancings or repayments of any existing Indebtedness of the Company (including the redemption of all of the Notes and satisfaction and discharge of the Indenture as set forth in Section 5.12) or Parent in connection with the Mergers and the Buyer has no reason payment of all fees and expenses reasonably expected to believe thatbe incurred by Parent, as Merger Corp, Merger LLC and the Surviving Corporation in connection with the Mergers and the Financing. As of the date hereofexecution and delivery of this Agreement, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No no event has occurred on which would constitute a breach or prior to the date hereof which, default (or an event which with notice or without notice, lapse of time or both, both would constitute a default default) or breach under the Debt Financing Commitment result in a failure to satisfy a condition precedent, in each case, on the part of Parent or, to the knowledge Knowledge of the BuyerParent, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of Commitment Letter, under the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing CommitmentCommitment Letter, there are no side letters or other contracts, arrangements or understandings and (written or oralii) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do Parent does not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition of the conditions to the availability or funding of the Debt Financing to will not be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall or any other funds necessary for the satisfaction of all of Parent’s and each Merger Sub’s obligations under this Agreement and the payment of the required refinancing or repayments of certain existing Indebtedness and of all fees and expenses reasonably expected to be incurred in connection herewith will not be available to the Buyer Parent on the Closing Date. The Buyer Parent has fully paid, or caused to be paid, any and paid all commitment fees and any and all or other fees and expenses, in each case as are to the extent required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under of this Agreement and any Ancillary Agreements, including their obligations to consummate in connection with the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereofFinancing. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to the Seller Representative Company a true and complete fully executed copy of the executed Debt Financing Commitment by commitment letter, dated as of July 15, 2014, between Parent, Bank of America, N.A. and among HPS Investment Partners▇▇▇▇▇▇▇ Lynch, LLCPierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, including all exhibits, schedules, annexes, exhibits, schedules attachments and other attachments thereto amendments to such letter in effect as of the date of this Agreement and a corresponding customarily redacted fully executed copy of the fee letter referenced therein (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 terms provisions relate to, or shall adversely affect affect, the amount availability or availability conditionality (either by imposing new or additional conditions or modifying any existing conditions) of the Debt Financing at the Closing) (such commitment letter and related term sheets, together with all exhibits, annexes, schedules, amendments and attachments thereto, as amended or impose any conditions on otherwise modified only to the availability of aggregate principal amount of the Debt Financing)extent permitted by this Agreement, each dated as of the date hereof (collectively, the “Debt Financing CommitmentCommitment Letter”), pursuant to which. Pursuant to, and subject to the terms and conditions of whichof, the Debt Commitment Parties party thereto Letter, the lenders thereunder have committed to lend provide to Parent the aggregate principal amounts set forth therein to (the Buyer provision of such funds as set forth therein therein, the “Financing”) for the purpose purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, terminated, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. There are no side letters or other Contracts or arrangements or understandings to which Parent, Merger Sub or any of their Affiliates is a party related to the funding of the transactions contemplated by full amount of the Financing (except for the fee letter referenced above and any engagement letters or fee discount letters related to the Financing, which will not have an adverse impact on the funding of the full amount of the Financing pursuant to the Commitment Letter at or prior to the Closing on the terms and conditions set forth in this Agreement and the Ancillary Agreements (the “Debt Financing”such Commitment Letter). As of the date execution and delivery of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer Parent, and, to the knowledge Knowledge of the BuyerParent, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is thereto, enforceable against the Buyer and the other parties thereto in accordance with its termsterms against Parent and, to the Knowledge of Parent, each of the other parties thereto, except as limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. There are no conditions precedent or other contingencies directly or indirectly (including pursuant to any “flex” provisions) related to the funding of the full amount of the Debt Financing (including any flex provisions) pursuant to the Commitment Letter, other than the conditions precedent as expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the ClosingCommitment Letter. Assuming the Debt Financing is funded in accordance with the conditions set forth in Commitment Letter, and together with cash on hand at Parent, the Debt Financing Commitment Company and assuming that each their respective Subsidiaries, Parent and Merger Sub will have at and after the Closing funds sufficient for the payment of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as aggregate cash portion of the date Merger Consideration and any other amounts required to be paid pursuant to Article II hereof, the aggregate proceeds funding of any required refinancings or repayments of any existing Indebtedness of the Debt FinancingCompany or Parent or any of their respective Subsidiaries in connection with the Merger and the payment of all fees and expenses required to be paid by Parent, together Merger Sub and the Surviving Corporation in connection with available cash this Agreement and cash equivalents the Financing (the “Required Amount”). As of the Buyer on hand as execution and delivery of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2i) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No no event has occurred on which would constitute a breach or prior to the date hereof which, default (or an event which with notice or without notice, lapse of time or both, both would constitute a default default) or breach under the Debt Financing Commitment result in a failure to satisfy a condition precedent, in each case, on the part of Parent or, to the knowledge Knowledge of the BuyerParent, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of Commitment Letter, under the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing CommitmentCommitment Letter, there are no side letters or other contracts, arrangements or understandings and (written or oralii) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do Parent does not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition of the conditions to the availability or funding of the Debt Financing to will not be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall will not be available to the Buyer Parent on the Closing Date. The Buyer Each of Parent and Merger Sub, as applicable, has fully paid, or caused to be fully paid, any and all commitment fees and any and all or other fees and expenses, in each case as are to the extent required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under of this Agreement and any Ancillary Agreements, including their obligations to consummate in connection with the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereofFinancing. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to the Seller Representative a Company true and complete copy copies of (i) an executed commitment letter dated as of the executed Debt Financing date hereof (the “Commitment by Letter” and, together with the Fee Letter (as defined below), as they may be amended, modified or replaced in accordance with Section 5.2 and among HPS Investment Partners, LLC, including together with all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectivelythereto, the “Debt Financing CommitmentCommitments”), ) pursuant to whichwhich the lender parties thereto have agreed, and subject to the terms and conditions of whichthereof, to provide or cause to be provided the Debt Commitment Parties party thereto have committed to lend the debt amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (such amounts, the “Debt Financing”) and (ii) any fee letters related to the Debt Financing (with only fee amounts, dates, pricing caps, “market flex” and other economic terms redacted, none of which would adversely affect the amount, conditionality, termination or availability of the Debt Financing) (collectively, the “Fee Letter”). As of the date of this Agreement, none of the Debt Financing Commitment Commitments has not been amended or modified in any respectmodified, no provisions or rights thereunder have been waived and the respective commitments contained therein in the Debt Financing Commitments have not been withdrawn, withdrawn or rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the BuyerParent, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment no withdrawal or rescission thereof is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, contemplated as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer Parent and, to the knowledge of the BuyerParent, the applicable other parties thereto and (except to the Equity extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). There are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Financing Commitments. As of the date of this Agreement, no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Debt Financing Commitments are enforceable against by Parent or Merger Sub or, to the Buyer knowledge of Parent, any other party to the Debt Financing Commitments. As of the date of this Agreement, assuming the satisfaction of the conditions contained in Section 6.1 and Section 6.3, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the applicable Debt Financing Commitments. Parent has fully paid any and all commitment fees or other parties thereto fees required by the terms of the Debt Financing Commitments to be paid on or before the date of this Agreement. Assuming the satisfaction of the conditions contained in Section 6.1 and Section 6.3 and that the Debt Financing is funded in accordance with their respective the terms (subject of the Commitment Letter, Parent and Merger Sub will have, at the Effective Time, sufficient cash, available lines of credit or other sources of immediately available funds to consummate the Enforceability Exceptions)Merger and the other transactions contemplated hereby, including payment of all amounts required to be paid pursuant to Article II, and to pay all related fees and expenses. In no event shall the receipt or availability of any funds or financing, including under the Debt Financing Commitments, by Parent or Merger Sub or any Affiliate thereof be a condition to any of Parent’s or Merger Sub’s obligations hereunder.

Financing. (a) The Buyer Parent has delivered to the Seller Representative a Company true and complete copy copies of (i) the executed Debt Financing Commitment by and among HPS Investment Partnerscommitment letter, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof hereof, among Parent, Bank of America, N.A., Deutsche Bank Securities Inc. and Deutsche Bank AG New York Branch, including all exhibits, schedules and annexes to such letter in effect as of the execution and delivery of this Agreement and (collectivelyii) the fee letters related thereto (together, the “Debt Financing CommitmentCommitment Letter”), pursuant to whichand, and subject to the terms and conditions last sentence of whichSection 7.13(a), the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer provision of funds as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (therein, the “Debt Financing”) (it being understood that such fee letters have been redacted to remove fees, the rates and amounts in the “market flex”, if any, and other economic terms that would not adversely affect the amount, conditionality, availability or termination of the Financing). As of the date execution and delivery of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There there are no side letters or other written agreements, contracts or arrangements that impose conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent as expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as Commitment Letter. As of the date hereofexecution and delivery of this Agreement, (i) it there are no conditions or any other party thereto will not be able contingencies related to satisfy on a timely basis any term or condition the funding of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions Financing, other than as set forth in the Debt Financing Commitment Letter. The commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect prior to the date of this Agreement. As of the execution and assuming that delivery of this Agreement, the Debt Commitment Letter represents (A) a valid, binding and enforceable obligation of Parent and (B) to the knowledge of Parent, a valid, binding and enforceable obligation of each other party thereto, in the case of each of clauses (A) and (B), except as may be limited by the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as Enforceability Limitations. As of the date hereof, the aggregate proceeds execution and delivery of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2i) pay the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, or compliance with any of the terms waived, and (ii) no commitment under the Debt Commitment Letter has been withdrawn, terminated or rescinded in any respect. Parent or the Parent Subsidiaries have fully paid (or caused to be paid) any and all commitment fees and other amounts payable by that are required to be paid pursuant to the Buyer in connection with the consummation terms of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred Debt Commitment Letter on or prior to the date hereof execution and delivery of this Agreement, and will fully pay (or cause to be paid) any such amounts due on or before the Effective Time. As of the execution and delivery of this Agreement, no event has occurred, which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach or default or breach under the Debt Financing Commitment on the part of Parent or, to the knowledge of the BuyerParent, any other party theretoto the Debt Commitment Letter. As Assuming satisfaction of the date of this Agreementconditions set forth in Article VIII, the Buyer is not in breach of Parent has no reason to believe that any of the terms or conditions to funding set forth in the Debt Financing Commitment. As Commitment Letter will not be satisfied, nor does Parent have knowledge, as of the date execution and delivery of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach that the Financing will not be made available to Parent on the part of Closing Date in accordance with the Buyer or any of its Affiliates under any term or condition terms of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any Commitment Letter. (b) Assuming the accuracy of the representations and warranties set forth in Article IV and the Company’s compliance with its obligations in this Agreement, the proceeds of the Buyer Financing, if funded, together with any available cash of Parent and the Parent Subsidiaries, shall constitute sufficient funds for Parent and Merger Sub to (i) make all cash payments contemplated to be made by them under this Agreement in connection with the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all Merger and the other Transactions (including the repayment or prepayment of the conditions precedent obligations under each of the Company Credit Agreements in an amount up to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other (other than the Debt Financing Commitmentobligations which, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to Company Credit Agreements (and any related loan documents), survive termination thereof) outstanding thereunder as of the date hereof. (c) The Buyer acknowledge and agree that their obligations under hereof plus any additional amounts permitted to be incurred thereunder after the date hereof in accordance with the terms of this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000), and (ii) that certain subscription agreement pursuant pay all related fees and expenses required to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in be paid by them on the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)Closing Date.

Financing. (a) The Buyer 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 the Seller Representative Company a true true, correct and complete copy of that certain commitment letter, dated as of the executed Debt Financing Commitment date hereof, by and among HPS Investment Partners, LLC, including Finance LLC and the Debt Financing Sources party thereto (together with the term sheet and all annexes, exhibits, schedules and other attachments thereto annexes thereto, the “Commitment Letter”), and a corresponding customarily all fee letters associated therewith (as amended, supplemented, extended, replaced or otherwise modified from time to time in accordance with the terms hereof, collectively, the “Fee Letter”) (provided that provisions in the Fee Letter related solely to fees, economic terms and “market flex” provisions agreed to by the parties may be redacted fee letter (none of which redacted terms adversely affect the amount provisions could reasonably be expected to impose additional conditions or availability of the Debt Financing or impose any conditions contingencies on the availability of aggregate principal amount of Debt Financing at the Debt FinancingClosing), each dated as of the date hereof (collectivelyto provide, the “Debt Financing Commitment”), pursuant to which, and subject to the terms and conditions of whichtherein, Debt Financing in the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as aggregate amount set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”Agreement). As of the date of this Agreement, the Debt Financing The Commitment Letter has not been amended or modified in any respectprior to the date hereof, and, as of the date hereof, no provisions amendment or rights thereunder have been waived modification is contemplated or pending, and the respective commitments contained therein in the Commitment Letter have not been withdrawn, terminated or rescinded or otherwise modified in any respect, nor is any and to the Knowledge of Parent, no such amendmentwithdrawal, modification, withdrawal termination or rescission currently contemplated or is contemplated. Assuming the subject satisfaction of discussions. As 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 Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation part of the Buyer andFinance LLC or, to the knowledge Knowledge of Parent, any other Person, in each case, under the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its termsLetter. There are no conditions precedent or other contingencies directly or indirectly related to the The funding of the full amount of the Debt Financing (including contemplated by the Commitment Letter is not subject to any flex provisions) conditions or other contingencies other than the conditions precedent expressly as set forth in the Debt Financing Commitment, expressly therein and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Finance LLC and, to the Knowledge of Parent, each of the Debt Financingother parties thereto, together with available cash as the case may be, subject to Enforceability Exceptions. All commitment and cash equivalents of other fees required to be paid under the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or Commitment Letter prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not have been paid in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”)full. As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legalneither Parent nor any of its Affiliates has entered into any agreement, valid and binding obligation of the Buyer and, side letter or other arrangement relating to the knowledge of Debt Financing contemplated by the BuyerCommitment Letter, other than as set forth in the applicable other parties thereto Commitment Letter and the Equity Financing Commitments are enforceable against Fee Letter. (c) ▇▇▇▇▇▇ acknowledges and agrees that in no event is the Buyer and receipt or availability of any funds or financing (including the applicable other parties thereto in accordance with their respective terms (subject Debt Financing) by any Parent Party or Finance LLC a condition to the Enforceability Exceptions)Closing.

Financing. (ai) The Buyer Endo has delivered to the Seller Representative Auxilium a true and complete copy of the executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions Letter as in effect on the availability of aggregate principal amount of the Debt Financing), each dated date hereof and any related fee letters as of in effect on the date hereof (collectivelyredacted as to numerical fees and other commercially sensitive numbers specified therein (which shall include any price caps, the securities demand “Debt Financing Commitment”price caps” and economic flex terms), pursuant to which, and subject to the terms and conditions of which, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). As of the date of this Agreement, the Debt The Financing Commitment Letter has not been amended or modified in any respectmanner prior to the date of this Agreement. Neither Endo nor any of its affiliates has entered into any agreement, no provisions side letter or rights thereunder have been waived other arrangement relating to the financing of the transactions contemplated by this Agreement, other than as set forth in the Financing Commitment Letter and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or fee letters related thereto that could adversely affect the subject availability of discussionsthe Financing on the Closing Date. As of the date hereof, the Debt commitments contained in the Financing Commitment Letter have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitment Letter is in full force and effect and constitutes the legalrepresents a valid, valid binding and binding enforceable obligation of the Buyer Endo and, to the knowledge of the BuyerEndo, the each other parties thereto (party thereto, subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other contingencies directly Laws of general application relating to or indirectly related affecting creditors’ rights generally and to the funding general principles of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or equity. (ii) the full amount of the Debt Financing will not Endo has fully paid (or caused to be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment paid) any and assuming that each of the conditions set forth in Section 8.1 all commitment fees and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts that are due and payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof of this Agreement in connection with the Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably constitute a breach or default or breach under the Debt Financing Commitment on the part of Endo or, to the knowledge of the BuyerEndo, any other party thereto. As thereto under the Financing Commitment Letter and Endo has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the date of this Agreement, Financing Commitment Letter. There are no conditions precedent related to the Buyer is not in breach of any funding of the terms or conditions set forth in the Debt Financing Commitment. As full amount of the date of this AgreementFinancing, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on other than the part of Financing Conditions. Assuming the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any accuracy in all material respects of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it Auxilium contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate assuming the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true performance in all material respects by Auxilium and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyerthe Auxilium Subsidiaries of their respective obligations hereunder, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation Endo has no reason to believe that (A) any of the Buyer andFinancing Conditions required to be satisfied by Endo will not be satisfied or (B) the Financing will not be made available to Endo on the Closing Date. (iii) Assuming the accuracy in all material respects of the representations and warranties of Auxilium contained in this Agreement and assuming the performance in all material respects by Auxilium and each of the Auxilium Subsidiaries of their respective obligations hereunder, the aggregate proceeds contemplated by the Financing Commitment Letter, when added together with available cash of Endo and Auxilium, will be sufficient for Endo and the Surviving Company to fund the Merger Consideration on the Closing Date, to refinance the knowledge of Auxilium Credit Agreement, to fund the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto payments required in accordance with their respective terms (subject Section 2.1(l), to fund payments required under the Actient Warrants and Auxilium Warrants and in connection with the Auxilium Convertible Notes and to pay related fees and expenses payable by AcquireCo or the Surviving Company in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the Enforceability Exceptions)contrary contained herein, in no event shall the receipt or availability of any funds or financing by Endo or any of its Affiliates be a condition to any of Endo’s or AcquireCo’s obligations hereunder.

Financing. (a) The Buyer Parent has delivered to the Seller Representative a Company true and complete copy fully executed copies of (A) the executed Debt Financing Commitment by and among HPS Investment Partnerscommitment letter, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof July 23, 2012, between Parent and Bank of America, N.A. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (collectively, the “Debt Financing Commitment”), pursuant to which, which and subject to the terms and conditions thereof each of which, the Debt Commitment Parties party parties thereto have committed (other than Parent) has agreed to lend the amounts set forth therein to (the Buyer provision of such funds as set forth therein for on the purpose of funding the transactions contemplated by this Agreement terms and the Ancillary Agreements (conditions set forth therein, the “Debt Financing”) and (B) the investment agreement, dated as of July 23, 2012, between Parent and Carlyle Partners V, L.P. (the “Equity Financing Commitment”; and, together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which and subject to the terms and conditions thereof the party thereto (other than Parent) has agreed to invest the amounts set forth therein in the form of equity securities to be issued by Parent (the provision of such funds as set forth therein on the terms and conditions set forth therein, the “Equity Financing”; and, together with the Debt Financing, the “Financing”) for the purposes of permitting Parent and Merger Sub to consummate the Merger and the transactions contemplated hereby on a timely basis and to (i) effect, as required, the repayment or refinancing of any outstanding Indebtedness that may become due and payable as a result of the Merger, (ii) pay any and all fees and expenses required to be paid by Parent and Merger Sub in connection with the Merger and the Financing and (iii) satisfy all of the other payment obligations of Parent and Merger Sub contemplated hereunder. As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified Commitments, in any respectthe form so delivered, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is are in full force and effect and constitutes the are legal, valid and binding obligation obligations of the Buyer and, to the knowledge Parent and Merger Sub and each of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its termsthereto. There are no conditions precedent or other contingencies directly or indirectly related to the funding None of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing CommitmentCommitments has been amended, and the Buyer has no reason to believe that, as of the date hereof, (i) it supplemented or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or otherwise modified prior to the date hereof whichof this Agreement, with or without noticeand the respective commitments contained in the Financing Commitments have not, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, prior to the knowledge date of the Buyerthis Agreement, been withdrawn or rescinded in any other party theretorespect. As of the date of this Agreement, except for the Buyer is not in breach payment of any customary fees, there are no conditions precedent or other contingencies related to the funding of the terms or conditions full amounts of the Financing, other than as set forth in or contemplated by the Debt Financing CommitmentCommitments. Parent and Merger Sub have fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid by them on or prior to the date of this Agreement. As of the date of this Agreement, no event has occurred thatwhich, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub, and to the Buyer or Knowledge of Parent, any of its Affiliates other parties thereto, under any term or condition the Financing Commitments. As of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion date of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing CommitmentAgreement, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have neither Parent nor Merger Sub has any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition of the conditions to the availability Financing contemplated by the Financing Commitments will not be satisfied or funding that any portion of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall made thereunder will not otherwise be made available to the Buyer Parent or Merger Sub on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant Parent will provide to the terms Company any amendments to the Financing Commitments, as promptly as possible (but in any event within 48 hours of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt effectiveness of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptionssuch amendment).

Financing. (a) The IDB Buyer has delivered to the Seller Representative a true true, correct and complete copy copies of the fully executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and (i) debt commitment letter between Jefferies Finance LLC (collectively with the other attachments lenders party thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of date hereof, the Debt Financing“Lenders”), each and GFI Holding Co Inc., a Delaware corporation and indirect parent of IDB Buyer, dated as of the date hereof hereof, including all exhibits, schedules, term sheets, annexes and amendments thereto, all in effect as of the date of this Agreement (the “Commitment Letter”) and (ii) fee letter referenced in the Commitment Letter (the “Fee Letter”) in effect as of the date of this Agreement (the Commitment Letter and such Fee Letter, collectively, the “Debt Financing CommitmentCommitment Letter”), pursuant to which, and subject to the terms and conditions of whichthereof, the Debt Commitment Parties party thereto Lenders have committed to lend the amounts set forth therein to the IDB Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement Agreement, to pay expenses to be paid by IDB Buyer relating to the Transactions and for the Ancillary Agreements other purposes set forth therein (the “Debt Financing”). As ; provided, however, that solely in the case of the Fee Letter, true, correct and complete copies have been delivered to Seller redacted in a manner that is usual and customary for transactions of this type. (b) The Debt Commitment Letter, in the form provided to Seller by IDB Buyer, is, or in the case of a Debt Commitment Letter entered into after the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of Agreement (but if entered into after the date hereof, only to the Debt Financing Commitment is extent entered into in compliance with Section 5.16(d)) will be, in full force and effect and constitutes is, or in the case of a Debt Commitment Letter entered into after the date of this Agreement will be, legal, valid and binding obligation obligations of the IDB Buyer andand its Affiliates party thereto, and to the knowledge Knowledge of the IDB Buyer, each of the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is thereto, enforceable against the Buyer and the other parties thereto in accordance with its their respective terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no Debt Commitment Letter or any commitment thereunder has been withdrawn, terminated, repudiated, rescinded, waived, amended, restated, supplemented or modified in any respect, orally or in writing, and as of the date of this Agreement no such withdrawal, termination, repudiation, rescission, waiver, amendment, restatement, supplement or modification is contemplated by IDB Buyer or any of its Affiliates, or to the Knowledge of IDB Buyer, any other counterparty thereto. (c) As of the date of this Agreement, neither IDB Buyer nor any of its Affiliates nor, to the Knowledge of IDB Buyer, any other counterparty thereto has committed any breach of any of its covenants or other obligations set forth in, or is in default under, the Debt Commitment Letter, and to the Knowledge of IDB Buyer no event has occurred or circumstance exists that, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute or result in a breach or default or breach under the Debt Commitment Letter on the part of the IDB Buyer or any other party to the Debt Commitment Letter, (ii) constitute or result in a failure to satisfy a condition precedent or other contingency set forth in the Debt Commitment Letter, (iii) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect or (iv) otherwise result in any portion of the Debt Financing not being available. As of the date of this Agreement, IDB Buyer has not received any notice or other communication from any party to the Debt Commitment Letter with respect to (i) any actual or potential breach or default under the Debt Commitment Letter on the part of IDB Buyer or any other party to the Debt Commitment Letter, (ii) any actual or potential failure to satisfy any condition precedent or other contingency set forth in the Debt Commitment Letter or (iii) any intention of such party to terminate the Debt Commitment Letter or to not provide all or any portion of the Debt Financing. To the Knowledge of IDB Buyer (both before and after giving effect to any “market flex” provisions contained in the Debt Commitment Letter): (x) IDB Buyer will be able to satisfy on a timely basis each term and condition relating to the closing or funding of the Debt Financing; (y) no fact, occurrence, circumstance or condition exists that would reasonably be expected to (1) cause the Debt Commitment Letter to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, (2) cause any of the terms or conditions relating to the closing or funding of any portion of the Debt Financing not to be met or complied with or (3) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Debt Commitment Letter to not be available to IDB Buyer on a timely basis (and in any event as of the Closing); and (z) no potential impediment exists to the funding of any of the payment obligations of IDB Buyer under this Agreement. IDB Buyer has fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to be paid on or before the date of this Agreement, and IDB Buyer will pay when due all other commitment or other fees arising under the Debt Commitment Letter as and when they become payable. (d) The aggregate net proceeds from the Debt Financing (both before and after giving effect to any “market flex” provisions contained in the Debt Commitment Letter) constitute all of the financing required for the consummation of the transactions contemplated by this Agreement and are sufficient in amount to provide IDB Buyer with the funds necessary to consummate the transactions contemplated hereby and to satisfy its Affiliates obligations under this Agreement, including to pay the Purchase Price, and to pay all fees, costs and expenses to be paid by IDB Buyer related to the transactions contemplated by this Agreement, including such fees and expenses relating to the Debt Financing. (e) There are no, and there will not be any, conditions precedent or other contingencies related to the obligation of any party to the Debt Commitment Letter to fund the full amount (or any portion) of the Debt Financing, including any condition or other contingency relating to the availability of the Debt Financing pursuant to any “market flex” provisions, other than as expressly set forth in the Debt Commitment Letter as in effect on the date hereof (the “Disclosed Conditions”). Other than the Disclosed Conditions, no Financing Source or other Person has any right to impose, and IDB Buyer has no obligation to accept, any condition precedent to any funding of the Debt Financing nor any reduction to the aggregate amount available under the Debt Commitment Letter (nor any term or condition which could have the effect of reducing the aggregate amount available under the Debt Commitment Letter). There are no side letters and (except for the Debt Commitment Letter) there are no agreements, contracts, arrangements or understandings, whether written or oral, with any Lender, Financing Source or other Person relating to the Debt Financing or the Debt Commitment Letter (including any that could affect the availability of the Debt Financing CommitmentFinancing). The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer Other than as set forth in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of Letter delivered to Seller prior to the date hereof, there are no conditions precedent relating to the obligations funding of the parties thereunder to make the full amount of the Debt Financing available to that would, or could reasonably be expected to, (i) impair the Buyer on the terms set forth therein. Other than validity of the Debt Financing CommitmentCommitment Letter, there are no side letters or other contracts, arrangements or understandings (written or oralii) relating to reduce the Debt Financing that could impair the availability aggregate amount of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term (iii) prevent or condition to delay the availability or funding consummation of the transactions contemplated hereby, (iv) cause the Debt Financing Commitment Letter to be satisfied by it contained ineffective, or (v) otherwise result in the Debt Financing Commitment, or that the Debt Financing shall not be being available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, a timely basis in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations order to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereoftransactions contemplated hereby. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer 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 the Seller Representative a true Company an accurate and complete copy of the a fully executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including debt commitment letter (together with all annexes, exhibits, schedules and other attachments exhibits thereto) from the financial institutions party thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Financing CommitmentLenders”) (such letter, the “Commitment Letter”), pursuant to whichthe terms, and but subject to the terms and conditions expressly set forth therein, of which, which certain of the Debt Commitment Parties party thereto Lenders have committed to lend provide Parent and Merger Sub with debt financing in the amounts set forth therein to for purposes of partially financing the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements Transactions (such debt financing, the “Debt Financing”). Parent and Merger Sub acknowledge that their obligations under this Agreement, including their obligations to consummate the Transactions, are not contingent or conditioned in any manner on obtaining any funds or financing. (b) The Commitment Letter is, and each definitive agreement with respect to the Debt Financing (which definitive agreements are referred to collectively in this Agreement as the “Definitive Financing Agreements”) entered into after the date of this Agreement but prior to the Acceptance Time (if any), will be, in each case, a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and Merger Sub (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto in accordance with their respective terms and subject to: (i) the respective conditions expressly set forth therein; (ii) any Law of general application relating to bankruptcy, insolvency and the relief of debtors; and (iii) rules of Law governing specific performance, injunctive relief and other equitable remedies. As of the date of this Agreement, the Debt Financing Commitment Letter has not been amended withdrawn, modified, terminated or modified rescinded in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawnamended, rescinded restated or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its termswaived. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) Financing, other than the conditions precedent 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 Commitment, and will not be satisfied or that the Buyer has no reason Debt Financing will not be available to believe that, as 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, (i) it or any other party thereto will there are no, and there are not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required contemplated to be satisfied any, side letters or other agreements, contracts or arrangements related to the funding or investing, as a condition applicable, of the Debt Financing, or (ii) the full amount of the Debt Financing will Financing, other than any customary engagement letters, fee letters and non-disclosure agreements that do not be made available to impact the Buyer at or prior to the Closing. Assuming conditionality for the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds to occur or amount of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (bc) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, which (i) would constitute a breach or default (or an event which with notice or without notice, lapse of time or both, both would constitute a default or breach default), in each case, on the part of Parent under the Buyer Commitment Letter or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined would, individually or in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration aggregate, permit the Lenders to terminate, or to not immediately fund the facilities to be established thereunder upon satisfaction of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”)all conditions thereto. As of the date hereofof this Agreement, the Equity Financing Commitments are neither Parent nor Merger Sub is aware of any material inaccuracies in full force and effect and constitute the legal, valid and binding obligation any of the Buyer andrepresentations or warranties (if any) of Parent or Merger Sub in the Commitment Letter. To the extent required, Parent has fully paid all commitment fees or other fees required to be paid prior to the knowledge date of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject this Agreement pursuant to the Enforceability Exceptions)Commitment Letter.

Financing. (a) The Buyer SpinCo has delivered to the Seller Representative RMT Parent a true true, complete and complete fully executed copy of the executed Debt Financing Commitment by and among HPS Investment Partners, LLCa commitment letter, including (i) all annexes, exhibits, schedules schedules, attachments and other attachments thereto and a corresponding customarily redacted fee amendments to such commitment letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated in effect as of the date hereof of this Agreement and (collectivelyii) any associated fee letters (together, the “Debt Financing CommitmentSpinCo Commitment Letter”) from the lead arrangers, lenders and other financing sources party thereto (together with all additional lead arrangers, lenders and other financing sources added to the SpinCo Commitment Letter or any Alternative SpinCo Commitment Letter, the “SpinCo Lenders”), pursuant to which, and subject to the terms and conditions of whichamong other things, the Debt Commitment Parties party thereto SpinCo Lenders have committed to lend SpinCo to provide, or cause to be provided, to SpinCo debt financing in the amounts aggregate amount set forth therein to (the Buyer as set forth therein for the purpose of funding the transactions bank financing contemplated by this Agreement and the Ancillary Agreements (SpinCo Commitment Letter, being referred to as the “Debt SpinCo Financing”). As of the date of this Agreement, (x) the Debt Financing SpinCo Commitment Letter has not been amended amended, restated, waived or modified in any respect, no provisions or rights thereunder have been waived and (y) the respective commitments contained therein in the SpinCo Commitment Letter have not been withdrawn, modified or rescinded or otherwise modified in any respect. Except for the SpinCo Commitment Letter (together with all ancillary documents referenced therein), nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There there are no conditions precedent side letters or other contingencies directly Contracts, instruments or indirectly other commitments, obligations or arrangements (whether written or oral) related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt SpinCo Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth SpinCo Commitment Letter, in the Debt Financing Commitmentform so delivered, is in full force and effect and is a legal, valid and binding obligation of SpinCo and, to the knowledge of SpinCo, the other parties thereto (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity). As of the date of this AgreementAgreement (assuming the accuracy of the representations and warranties and undertakings of RMT Parent and Merger Sub under this Agreement for such purpose), (x) no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of the Buyer or any of its Affiliates SpinCo under any term or condition of the Debt Financing Commitment. The Buyer SpinCo Commitment Letter and (y) SpinCo is not aware of any fact, event or any other occurrence that makes any of the representations and or warranties of the Buyer SpinCo in the Debt Financing SpinCo Commitment Letter inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer SpinCo has fully paid, or caused to be fully paid, any and all commitment fees and fees, any and all other fees and expenses, in each case as are or any other amounts required by the SpinCo Commitment Letter to be paid pursuant on or before the date of this Agreement. On the Distribution Date, assuming the SpinCo Financing is funded in accordance with the SpinCo Commitment Letter, the proceeds of the SpinCo Financing will be sufficient to pay the Internal Reorganization Cash Payments (the “SpinCo Financing Transactions”). Other than as set forth in the SpinCo Commitment Letter, there are no conditions precedent to the terms funding of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) full amount of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”)SpinCo Financing. As of the date hereofof this Agreement, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)satisfaction of all the conditions set forth in Section 8.01 and Section 8.02, SpinCo has no reason to believe that any of the conditions to the SpinCo Financing that are required to be satisfied by it or any other party to the SpinCo Commitment Letter as a condition to the obligations under the SpinCo Commitment Letter will not be satisfied on a timely basis or that the SpinCo Financing contemplated by the SpinCo Commitment Letter will not be available to SpinCo immediately prior to, or on, the Distribution Date.

Financing. (a) The Buyer Purchaser has delivered to the Seller Representative a true complete and complete copy correct copies of the executed Debt Financing Commitment by and among HPS Investment Partnersdebt commitment letter, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof hereof, between Purchaser and the financial institutions identified therein and the executed fee letters, fee credit letters and engagement letters associated therewith (provided, that the amounts and percentages in the fee letter related to fees, certain other economic terms and 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 redacted fee letters, collectively, the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the terms and conditions of whichset forth therein, the Debt Commitment Parties party thereto Financing Sources have committed agreed to lend the amounts set forth therein to (the Buyer as set forth therein “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”)Agreement. As of the date of this Agreementhereof, (x) the Debt Financing Commitment has not been amended amended, restated or otherwise modified in any respector waived since copies thereof were delivered to Seller, (y) except as permitted by Section 6.12, no provisions such amendment, restatement, modification or rights thereunder have been waived waiver is contemplated and (z) the respective commitments commitment contained therein have in the Debt Financing Commitment has not been withdrawn, terminated or rescinded or otherwise modified in any respect. As of the date hereof, nor is any such amendmentthere are, modificationand are contemplated to be, withdrawal no other agreements, side letters or rescission currently contemplated arrangements (oral or written) relating to the subject 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 discussionsthe foregoing, which do not adversely affect the conditionality, enforceability, termination, principal amount or availability of the Debt Financing). As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation obligations of the Buyer each of Purchaser and, to the knowledge Knowledge of the BuyerPurchaser, the other parties thereto (thereto, subject to the Enforceability Exceptions) applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto subject to general principles of equity, regardless of whether considered in accordance with its termsa proceeding in equity or at Law. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex “flex” provisions) ), other than the conditions precedent as expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming (A) the Debt Financing is funded in accordance with the conditions Debt Financing Commitment, (B) the accuracy of the representations and warranties set forth in Articles III and IV, and (C) performance by Seller and its Subsidiaries of their obligations that are required to be performed prior to the Closing, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Financing Commitment Commitment, together with Purchaser’s unrestricted cash on hand and assuming that each 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 other payment contemplated in this Agreement or the Debt Financing Commitment. Assuming the accuracy of the conditions representations and warranties set forth in Section 8.1 Articles III and Section 8.3 is satisfied at ClosingIV and performance by Seller and its Subsidiaries of their obligations under this Agreement, as of the date hereof, (I) no event has occurred that would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Purchaser under the aggregate proceeds Debt Financing Commitment and (II) Purchaser does not have any reason to believe that any of the conditions to the Debt Financing, together with Financing will not be satisfied or that the Debt Financing will not be available cash and cash equivalents of the Buyer on hand as of the date hereof and to Purchaser on the Closing Date, will . Purchaser has fully paid or has caused to be sufficient fully paid all commitment fees or other fees required to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred be paid on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, pursuant to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As . (b) The obligations of Purchaser under this Agreement are not subject to any conditions regarding the date ability of this AgreementPurchaser, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under or any term or condition other Person to obtain financing for the consummation of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereoftransactions contemplated hereby. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to the Seller Representative Company a true and complete fully executed copy of the executed Debt Financing Commitment by commitment letter, dated as of February 7, 2011 between Parent and among HPS Investment Partners▇.▇. ▇▇▇▇▇▇ Securities LLC, LLCJPMorgan Chase Bank, N.A., Citigroup Global Markets Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all annexes, exhibits, schedules schedules, annexes and other attachments thereto amendments to such letter in effect as of the date of this Agreement, and a corresponding customarily redacted the fee letter associated therewith (with only fee amounts and economic terms (none of which redacted terms would adversely affect the amount or availability of financing) redacted) regarding the Debt Financing or impose any terms and conditions on the availability of aggregate principal amount of the Debt Financing)financing to be provided thereby (such commitment letter, each dated as of the date hereof (including all exhibits, schedules, annexes and amendments thereto and such fee letter, collectively, the “Debt Financing CommitmentCommitment Letter”), pursuant to which, which and subject to the terms and conditions of which, contained therein the Debt Commitment Parties lenders party thereto have committed agreed to lend the amounts set forth therein to (the Buyer provision of such funds as set forth therein therein, the “Financing”) for the purpose purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of funding the transactions contemplated by this Agreement Agreement, and the Ancillary Agreements (respective commitments contained in the “Debt Financing”)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 Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment Letter is in full force and effect and constitutes the a legal, valid and binding obligation of the Buyer each of Parent and, to the knowledge of the BuyerParent, the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). Other than as expressly set forth in the Enforceability ExceptionsCommitment Letter, there are (a) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount net proceeds of the Debt Financing (including pursuant to any flex provisions“flex” provisions in connection therewith) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, (b) as of the date hereofof this Agreement, there are no agreements, side letters, arrangements or understandings between Parent and any of the parties to the Commitment Letter that would, or would reasonably be expected to (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition affect the availability of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) reduce the full aggregate amount of the Debt Financing will not be made available to Financing, (iii) delay or prevent the Buyer at Closing or prior to (iv) modify the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each terms of the conditions set forth Financing in Section 8.1 and Section 8.3 is satisfied at Closing, as of any manner materially adverse to Parent or the date hereof, the aggregate Company. The proceeds of the Debt Financing, together with available other financial resources of Parent including cash and cash equivalents of the Buyer on hand as and marketable securities of Parent, the date hereof Company and their respective Subsidiaries on the Closing Date, will will, in the aggregate, be sufficient to on the Closing Date for the satisfaction of all of Parent’s (1and, in the event of a Subsidiary Merger Election, Merger Subsidiary’s) pay the Purchase Price upon the terms contemplated by obligations under this Agreement, (2) pay including the payment of all other amounts payable by required to be paid pursuant to Article 1, and the Buyer payment of any debt required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied in connection with the consummation Merger (including, without limitation, the Company Credit Facility) and of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated reasonably expected to be incurred in connection with such transaction for which consummating the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior Merger and the Financing, subject to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, proviso to the knowledge penultimate sentence of the Buyer, any other party theretothis Section 4.16. As of the date of this Agreement, the Buyer Parent is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As Commitment Letter and, to the knowledge of the date of this AgreementParent, no event has occurred thatwhich, with or without notice, notice or lapse of time or bothtime, would reasonably be expected to constitute a default or breach on the part failure to satisfy a condition precedent set forth therein. Parent has no reason to believe that any of the Buyer or any of its Affiliates under any term or condition of conditions to the Debt Financing Commitment. The Buyer contemplated by the Commitment Letter will not be satisfied; provided that Parent is not aware making any representation or warranty regarding the effect of any fact, event or other occurrence that makes any inaccuracy of the representations and warranties of the Buyer Company in this Agreement or the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all failure of the conditions precedent Company to the obligations comply with any of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth thereinits covenants in this Agreement. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer Parent has fully paid, or caused to be paid, any and paid all commitment fees and any and all or other fees and expenses, in each case as are required pursuant to the Commitment Letter to the extent required thereunder to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereofof this Agreement. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer has delivered Notwithstanding any other provisions of this Agreement to the Seller Representative a true and complete copy of the executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectivelycontrary, the “Debt Financing Commitment”), pursuant to which, Subordinated L▇▇▇▇▇ confirms and subject to the terms and conditions of which, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, agrees that (i) it has no right to compel or forestall action by the Senior Agent or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including Senior Secured Parties in respect of any condition of closing of the Debt Financing that is required Collateral (the Senior Agent and Senior Secured Parties being free to be satisfied as a condition exercise or not exercise all or any of the Debt Financing, or their rights and remedies in their sole discretion); (ii) the Senior Agent and Senior Secured Parties have full amount authority to deal with the Collateral; (iii) it will not act in the manner so as to adversely affect the Collateral or make it burdensome for the Senior Agent or Senior Secured Parties to realize upon the Collateral; (iv) if any Loan Party shall be subject to an Insolvency Proceeding and the Senior Agent or the Senior Secured Parties desire to permit use of cash collateral by, or provide financing to or consent to financing to, the Loan Parties under either Section 363 or 364 of the Debt Financing will not be made available Bankruptcy Code or under any other Debtor Relief Law, the Subordinated Lender agrees that (x) adequate notice to it shall have been provided for such financing if it receives notice one (1) Business Day (subject to availability of a court to shorten the Buyer at or period of notice) prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each entry of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, an order approving such financing; (y) no objection will be sufficient raised by it to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement such financing on any grounds; and (3z) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior Subordinated Lender shall consent to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment Liens on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not Collateral securing such debtor in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any possession financing and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000relating thereto, and (iiv) that certain subscription agreement pursuant if any Loan Party shall be subject to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectivelyan Insolvency Proceeding, the “Equity Financing Commitments”). As Subordinated Lender may not provide financing to the Loan Parties under either Section 363 or 364 of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation Bankruptcy Code or any other Debtor Relief Law. The Subordinated L▇▇▇▇▇ agrees not to assert any right it may have to “adequate protection” of the Buyer andSubordinated L▇▇▇▇▇’s interest in any Collateral in any Insolvency Proceeding under any or all of §361, to the knowledge §362, §363 or §364 of the BuyerBankruptcy Code or any other Debtor Relief Law or otherwise, and agrees that it will not seek to have the applicable automatic stay or any other parties thereto and stay lifted with respect to any Collateral without the Equity Financing Commitments are enforceable against prior written consent of the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)Senior Agent.

Financing. (a) The Buyer Parent has delivered to the Seller Representative a true Company true, complete (other than as may be redacted as expressly permitted by this Section 4.4) and complete copy correct copies of (a) the executed Debt Financing Commitment by and among HPS Investment Partnerscommitment letter, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (including all exhibits, schedules and annexes thereto, and the executed fee letter associated therewith redacted in a manner as described below, collectively, the “Debt Financing CommitmentCommitments”), between Merger Sub and the Debt Financing Sources, pursuant to whichwhich the Debt Financing Sources have committed, and subject to the terms and conditions of whichset forth therein, the Debt Commitment Parties party thereto have committed to lend the aggregate amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). As ) for the purpose of funding a portion of the date of this AgreementFinancing Uses and (b) the Equity Commitment Letters (the “Equity Financing Commitments”, and together with the Debt Financing Commitment Commitment, the “Financing Commitments”), pursuant to which each Guarantor has not committed, subject to the terms and conditions set forth therein, to invest the cash amount set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”) for the purposes of funding a portion of the Financing Uses. The Equity Financing Commitments each provide that the Company is a third-party beneficiary thereof. (i) None of the Financing Commitments has been amended amended, supplemented or modified in prior to the date hereof, (ii) no such amendment, supplement or modification is contemplated or pending by Parent or Merger Sub or, to the Knowledge of Parent and Merger Sub, by any respectother party thereto, no provisions or rights thereunder have been waived and (iii) the respective commitments contained therein in the Financing Commitments have not been withdrawn, terminated or rescinded or otherwise modified in any respectrespect and (iv) to the Knowledge of Parent, nor no such withdrawal, termination or rescission is contemplated. Except for the fee letter (a complete copy of which has been provided to the Company, redacted with respect to fee amounts, “market flex” provisions, any other economic terms and any other information customarily redacted, so long as such redaction does not cover terms that could be expected to affect the conditionality, amount, availability, enforceability or termination of the Debt Financing) with respect to the Debt Financing, there are no side letters or Contracts that could reasonably be expected to affect the conditionality, amount, availability, enforceability or termination of the Financing. Parent or Merger Sub, as applicable, has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are required to be paid on or prior to the date hereof and Parent or Merger Sub, as applicable, will, directly or indirectly, continue to pay in full any such amendment, modification, withdrawal amounts required to be paid as and when they become due and payable on or rescission currently contemplated or prior to the subject of discussionsClosing Date. As of the date hereof, the Debt Financing Commitment is Commitments are in full force and effect and constitutes are the legal, valid valid, binding and binding obligation enforceable obligations of Parent and/or Merger Sub, as the Buyer case may be, and, to the knowledge Knowledge of the BuyerParent, each of the other parties thereto (thereto, subject to the Enforceability Exceptions) and . The Financing Commitments contain all of the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or and other contingencies directly or indirectly related conditions to the funding obligations of the parties thereunder to make the full amount of the Debt Financing (including any flex provisions) other than available to Parent on the conditions precedent expressly set forth in terms therein. To the Debt Financing Commitment, Knowledge of Parent and the Buyer has no reason to believe thatMerger Sub, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No no event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would reasonably be expected to (i) constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or material breach on the part of the Buyer Parent or Merger Sub or any of its Affiliates other party thereto under any term or condition of the Debt Financing CommitmentCommitments, (ii) constitute a failure to satisfy a condition precedent as a result of actions taken or expected to be taken by Parent or Merger Sub or any other party under the Financing Commitments or (iii) result in any portion of the Financing Commitments to be provided, funded or invested in accordance with the Financing Commitments being unavailable on the Closing Date as a result of actions taken or expected to be taken by Parent or Merger Sub or any other party under the Financing Commitments. The Buyer Assuming satisfaction of the conditions precedent set forth in Section 2.2(a) and Section 2.2(b), as of the date hereof (i) Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the full amount of the Financing necessary to fund the Financing Uses will not be made available to Parent or Merger Sub, as applicable, in full, in each case, on the Closing Date, (ii) Parent has no Knowledge that any Guarantor will not perform its obligations thereunder and (iii) Parent is not aware of the existence of any fact, fact or event that would or other occurrence that makes any would reasonably be expected to cause such conditions to the Financing necessary to fund the Financing Uses not to be satisfied or the full amount of the Financing not to be made available to Parent or Merger Sub in full on the Closing Date. Assuming the Financing is funded and/or invested in accordance with the Financing Commitments and the accuracy of the representations and warranties of the Buyer Company set forth in Article III, the Financing, will in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of aggregate, and together with the conditions precedent available cash on hand at the Company at Closing, be sufficient to (i) pay the obligations of aggregate Merger Consideration and the parties thereunder other payments pursuant to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing CommitmentArticle II, there are no side letters or other contracts, arrangements or understandings (written or oralii) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, pay any and all commitment fees and any and all other fees and expenses, in each case as are expenses required to be paid pursuant to by Parent, Merger Sub and the terms Surviving Corporation in connection with the Merger and the Financing, (iii) satisfy all of the Debt Financing Commitment on or prior other payment obligations of Parent, Merger Sub and the Surviving Corporation contemplated hereunder required to be paid in connection with the date hereof. Closing (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of clauses (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units through (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectivelyiii), the “Equity Financing CommitmentsUses”). As In no event shall the receipt or availability of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation any funds or financing by or to Parent or any of the Buyer and, its Affiliates or any other financing transaction be a condition to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)Closing hereunder.

Financing. (a) The Buyer Parent has delivered to the Seller Representative a true Company true, correct and complete copy of the executed Debt Financing Commitment by and among HPS Investment Partnerscopies, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof of this Agreement, of (collectively, a) an executed commitment letter (the “Debt Financing CommitmentEquity Commitment Letter”)) from Genstar Capital Partners V, pursuant L.P. and Genstar Capital Partners VI, L.P. to whichprovide, and subject to the terms and conditions of whichtherein, cash in the aggregate amount set forth therein (the “Equity Financing”) and (b) an executed debt financing commitment letter from Credit Suisse Securities (USA) LLC (including any other Person that becomes party to such letter after the date hereof, the “Commitment Parties”) and the fee letters associated therewith (the “Fee Letter” and, together with the debt financing commitment letter, the “Debt Commitment Parties party thereto have committed Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) (provided, that provisions in the Fee Letter related solely to lend fees, economic terms (other than covenants) and “flex” provisions may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Closing)) to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”, and, together with the Equity Financing, collectively referred to as the “Financing”). As of the date hereof, none of this Agreement, the Debt Financing Commitment has not Letters have been amended or modified in any respect, and no provisions such amendment or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor modification is any such amendment, modification, withdrawal or rescission currently contemplated or pending (other than amendments or modifications to the subject of discussionsDebt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents and similar entities). As of the date hereof, the Debt Financing respective commitments contained in the Commitment Letters have not been withdrawn, terminated or rescinded in any respect, and no such withdrawal, termination or rescission is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer andcontemplated by Parent or Merger Sub or, to the knowledge of the BuyerParent, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its termsthereto. There are no conditions precedent side letters or other contingencies directly Contractual Obligations or indirectly related to arrangements that could affect the funding availability of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent as expressly set forth in the Debt Financing Commitment, and Commitment Letters furnished to the Buyer has no reason Company pursuant to believe that, as this Section 5.11. As of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No no event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, would reasonably be expected to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer Parent or Merger Sub or or any of its their respective Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any factor, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations knowledge of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basisParent, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expensesPerson, in each case under either of the Commitment Letters. The Commitment Letters are not subject to any conditions (including pursuant to any flex provisions in the Fee Letter or otherwise) other than as set forth expressly therein and are in full force and effect and are the legal, valid, binding and enforceable obligations of Parent, Merger Sub and, to the knowledge of Parent, each of the other parties thereto, as the case may be, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). All commitments and other fees required to be paid pursuant to under the terms of the Debt Financing Commitment on or Letters prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined hereof have been paid in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000full, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, Parent is unaware of any fact or occurrence existing on the “Equity Financing Commitments”)date hereof that would reasonably be expected to make any of the assumptions or any of the statements set forth in the Commitment Letters inaccurate or that would reasonably be expected to cause the Commitment Letters to be ineffective. As of the date hereof, assuming the Equity conditions set forth in Sections 7.1 and 7.3 are satisfied at Closing, Parent has no reason to believe that any of the conditions to the Financing Commitments are will not be satisfied or that the full amount of the Financing will not be available in full force to Holdings, Parent and effect and constitute Merger Sub on the legal, valid and binding obligation Closing Date. Assuming satisfaction of the Buyer and, to conditions set forth in Sections 7.1 and 7.3 and the knowledge funding of the Buyer, the applicable other parties thereto and the Equity Debt Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject the Debt Commitment Letter, the aggregate proceeds contemplated by the Commitment Letters when funded, together with cash and cash equivalents available to Parent, Merger Sub and the Enforceability Exceptions)Surviving Corporation, will be sufficient for Merger Sub to pay the aggregate Cash Merger Consideration to be paid at the Closing and any other amounts required to be paid by Holdings, Parent and Merger Sub at the Closing in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses of Holdings, Parent and Merger Sub required to be paid at the Closing in connection therewith.

Financing. (a) The Buyer has True, accurate and complete copies of the following documents have been delivered to the Seller Representative a true and complete copy of the executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of Company prior to the date hereof hereof: (collectivelyi) executed equity commitment letters to provide equity financing to Parent and/or Merger Sub, (ii) the Rollover Commitments, (iii) executed debt commitment letters and related term sheets (the “Debt Commitment Letters” and together with the equity commitment letters described in clause (i), the “Debt Financing CommitmentCommitments”), ) pursuant to which, and subject to the terms and conditions of whichthereof, the Debt Commitment Parties party thereto certain lenders have committed to lend provide Parent or the Surviving Corporation with loans in the amounts set forth therein described therein, the proceeds of which may be used to consummate the Buyer as set forth therein for Merger and the purpose of funding the other transactions contemplated by this Agreement and the Ancillary Agreements hereby (the “Debt Financing” and, together with the equity financing referred to in clause (i) and the Rollover Commitments, the “Financing”). As of the date hereof, each of this Agreementthe Financing Commitments, in the Debt Financing Commitment has not been amended form so delivered, is a legal, valid and binding obligation of Parent or modified in any respectMerger Sub and, no provisions or rights thereunder have been waived and to the respective commitments contained therein have not been withdrawnParent’s Knowledge, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or of the subject of discussionsother parties thereto. As of the date hereof, the Debt Financing Commitment is Commitments are in full force and effect and constitutes the legal, valid have not been withdrawn or terminated (and binding obligation no party thereto has indicated an intent to so withdraw or terminate) or otherwise amended or modified in any respect and neither Parent nor Merger Sub is in breach of any of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent terms or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment therein and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No no event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would could reasonably be expected to constitute a material breach or failure to satisfy a condition precedent set forth therein or a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party theretothereunder. As of the date of this Agreementhereof, and assuming the Buyer is not in breach of any satisfaction of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this AgreementSection 6.3(a) and (b), no event neither Parent nor Merger Sub has occurred that, with or without notice, lapse of time or both, would constitute any reason to believe that it will be unable to satisfy on a default or breach on the part of the Buyer or any of its Affiliates under timely basis any term or condition contemplated to be satisfied by it contained in the Financing Commitments. Giving effect to the Rollover Commitments together with cash on hand at the Company, the proceeds from the Financing constitute all of the Debt financing required for the consummation of the Merger and the other transactions contemplated hereby, and are sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the Merger Consideration and the consideration in respect of the Company Stock Options and the Company Restricted Shares under Section 2.3. Parent or Merger Sub has fully paid any and all commitment fees or other fees on the dates and to the extent required by the Financing CommitmentCommitments. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains Commitments contain all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer Parent on the terms set forth therein. Other than Notwithstanding anything in this Agreement to the contrary, the Debt Financing Commitment, there are no side letters Commitment Letters may be superseded at the option of Parent or other contracts, arrangements or understandings (written or oral) relating to Merger Sub after the Debt Financing that could impair the availability date of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or this Agreement but prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate Effective Time by the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity New Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject Section 5.10. In such event, the term “Financing Commitment” as used herein shall be deemed to include the New Financing Commitments to the Enforceability Exceptions)extent then in effect.

Financing. (a) The IDB Buyer has delivered to the Seller Representative a true true, correct and complete copy copies of the fully executed Debt Financing Commitment by (i) amended and among HPS Investment Partnersrestated debt commitment letter between Jefferies Finance LLC (collectively with the other lenders party thereto on December 2, LLC2014, the "Lenders"), and GFI Holdco Inc., a Delaware corporation and indirect parent of IDB Buyer, dated as of December 2, 2014, including all annexes, exhibits, schedules schedules, term sheets, annexes and other attachments thereto amendments thereto, all in effect as of December 2, 2014 (the "Commitment Letter") and a corresponding customarily redacted (ii) amended and restated fee letter referenced in the Commitment Letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated "Fee Letter") in effect as of December 2, 2014 (the date hereof (Commitment Letter and such Fee Letter, collectively, the “"Debt Financing Commitment”Commitment Letter"), pursuant to which, and subject to the terms and conditions of whichthereof, the Debt Commitment Parties party thereto Lenders have committed to lend the amounts set forth therein to the IDB Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement Agreement, to pay expenses to be paid by IDB Buyer relating to the Transactions and for the Ancillary Agreements other purposes set forth therein (the “"Debt Financing”"). As ; provided, however, that solely in the case of the Fee Letter, true, correct and complete copies have been delivered to Seller redacted in a manner that is usual and customary for transactions of this type. (b) The Debt Commitment Letter, in the form provided to Seller by IDB Buyer, is, or in the case of a Debt Commitment Letter entered into after the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of Agreement (but if entered into after the date hereof, only to the Debt Financing Commitment is extent entered into in compliance with Section 5.16(d)) will be, in full force and effect and constitutes is, or in the case of a Debt Commitment Letter entered into after the date of this Agreement will be, legal, valid and binding obligation obligations of the IDB Buyer andand its Affiliates party thereto, and to the knowledge Knowledge of the IDB Buyer, each of the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is thereto, enforceable against the Buyer and the other parties thereto in accordance with its their respective terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no Debt Commitment Letter or any commitment thereunder has been withdrawn, terminated, repudiated, rescinded, waived, amended, restated, supplemented or modified in any respect, orally or in writing, and as of the date of this Agreement no such withdrawal, termination, repudiation, rescission, waiver, amendment, restatement, supplement or modification is contemplated by IDB Buyer or any of its Affiliates, or to the Knowledge of IDB Buyer, any other counterparty thereto. (c) As of the date of this Agreement, neither IDB Buyer nor any of its Affiliates nor, to the Knowledge of IDB Buyer, any other counterparty thereto has committed any breach of any of its covenants or other obligations set forth in, or is in default under, the Debt Commitment Letter, and to the Knowledge of IDB Buyer no event has occurred or circumstance exists that, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute or result in a breach or default or breach under the Debt Commitment Letter on the part of the IDB Buyer or any other party to the Debt Commitment Letter, (ii) constitute or result in a failure to satisfy a condition precedent or other contingency set forth in the Debt Commitment Letter, (iii) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter inaccurate in any material respect or (iv) otherwise result in any portion of the Debt Financing not being available. As of the date of this Agreement, IDB Buyer has not received any notice or other communication from any party to the Debt Commitment Letter with respect to (i) any actual or potential breach or default under the Debt Commitment Letter on the part of IDB Buyer or any other party to the Debt Commitment Letter, (ii) any actual or potential failure to satisfy any condition precedent or other contingency set forth in the Debt Commitment Letter or (iii) any intention of such party to terminate the Debt Commitment Letter or to not provide all or any portion of the Debt Financing. To the Knowledge of IDB Buyer (both before and after giving effect to any "market flex" provisions contained in the Debt Commitment Letter): (x) IDB Buyer will be able to satisfy on a timely basis each term and condition relating to the closing or funding of the Debt Financing; (y) no fact, occurrence, circumstance or condition exists that would reasonably be expected to (1) cause the Debt Commitment Letter to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, (2) cause any of the terms or conditions relating to the closing or funding of any portion of the Debt Financing not to be met or complied with or (3) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Debt Commitment Letter to not be available to IDB Buyer on a timely basis (and in any event as of the Closing); and (z) no potential impediment exists to the funding of any of the payment obligations of IDB Buyer under this Agreement. IDB Buyer has fully paid any and all commitment fees or other fees or deposits required by the Debt Commitment Letter to be paid on or before the date of this Agreement, and IDB Buyer will pay when due all other commitment or other fees arising under the Debt Commitment Letter as and when they become payable. (d) The aggregate net proceeds from the Debt Financing (both before and after giving effect to any "market flex" provisions contained in the Debt Commitment Letter) constitute all of the financing required for the consummation of the transactions contemplated by this Agreement and are sufficient in amount to provide IDB Buyer with the funds necessary to consummate the transactions contemplated hereby and to satisfy its Affiliates obligations under this Agreement, including to pay the Purchase Price, and to pay all fees, costs and expenses to be paid by IDB Buyer related to the transactions contemplated by this Agreement, including such fees and expenses relating to the Debt Financing. (e) There are no, and there will not be any, conditions precedent or other contingencies related to the obligation of any party to the Debt Commitment Letter to fund the full amount (or any portion) of the Debt Financing, including any condition or other contingency relating to the availability of the Debt Financing pursuant to any "market flex" provisions, other than as expressly set forth in the Debt Commitment Letter as in effect on the date hereof (the "Disclosed Conditions"). Other than the Disclosed Conditions, no Financing Source or other Person has any right to impose, and IDB Buyer has no obligation to accept, any condition precedent to any funding of the Debt Financing nor any reduction to the aggregate amount available under the Debt Commitment Letter (nor any term or condition which could have the effect of reducing the aggregate amount available under the Debt Commitment Letter). There are no side letters and (except for the Debt Commitment Letter) there are no agreements, contracts, arrangements or understandings, whether written or oral, with any Lender, Financing Source or other Person relating to the Debt Financing or the Debt Commitment Letter (including any that could affect the availability of the Debt Financing CommitmentFinancing). The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer Other than as set forth in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of Letter delivered to Seller prior to the date hereof, there are no conditions precedent relating to the obligations funding of the parties thereunder to make the full amount of the Debt Financing available to that would, or could reasonably be expected to, (i) impair the Buyer on the terms set forth therein. Other than validity of the Debt Financing CommitmentCommitment Letter, there are no side letters or other contracts, arrangements or understandings (written or oralii) relating to reduce the Debt Financing that could impair the availability aggregate amount of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term (iii) prevent or condition to delay the availability or funding consummation of the transactions contemplated hereby, (iv) cause the Debt Financing Commitment Letter to be satisfied by it contained ineffective, or (v) otherwise result in the Debt Financing Commitment, or that the Debt Financing shall not be being available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, a timely basis in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations order to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereoftransactions contemplated hereby. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to the Seller Representative a true Company true, complete and complete copy correct copies of the executed Debt Financing Commitment by and among HPS Investment Partnersdebt commitment letter, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof Execution Date, between Parent, Merger Sub and Barclays Bank PLC and Royal Bank of Canada and the executed fee letter associated therewith (provided that provisions in the fee letter related to fees, pricing and “flex” provisions as well as other thresholds, caps or other items but only to the extent not affecting conditionality, may be redacted (such commitment letter, together with all exhibits, schedules, annexes, supplements and amendments thereto (including as modified to add additional lenders or other parties thereto) and the fee letter, collectively, the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the terms conditions set forth therein, Barclays Bank PLC and conditions Royal Bank of which, the Debt Commitment Parties party thereto Canada have committed agreed to lend the amounts set forth therein to (the Buyer as set forth therein “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”)Agreement. As of the date of this AgreementExecution Date, the Debt Financing Commitment has not been amended amended, restated or otherwise modified in any respector waived and, no provisions or rights thereunder have been waived and as of the Execution Date, the respective commitments contained therein in the Debt Financing Commitment have not been withdrawn, terminated or rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereofExecution Date, there are, and are contemplated to be, no other agreements, side letters or arrangements relating to the Debt Financing Commitment to which Parent or Merger Sub are a party (other than (a) as expressly set forth in the Debt Financing Commitment furnished to the Company pursuant to this Section 5.7(a) or (b) which does not impact the conditionality or aggregate amount of the Debt Financing). As of the Execution Date, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation obligations of the Buyer each of Parent and Merger Sub and, to the knowledge of the BuyerParent’s knowledge, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its termsthereto. There are no conditions precedent or other contingencies directly or indirectly related to the funding of Lender’s obligation to fund the full amount of the Debt Financing (including any flex provisions) Financing, other than the conditions precedent as expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date Execution Date, assuming performance by the Company, the Principal Stockholders and the Stockholders’ Representatives of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on their obligations that are required to be performed prior to the part of Closing and the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any accuracy of the representations and warranties of set forth in Article 4, and Article 5, (a) the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent aggregate proceeds to be disbursed pursuant to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than agreements contemplated by the Debt Financing Commitment, there are no side letters or together with Parent and Merger Sub’s available cash on hand, cash equivalents and marketable securities, will be sufficient on the Closing Date for Parent and Merger Sub to pay the Closing Cash Consideration and fund the Escrow Fund, and all related fees and expenses and any other contracts, arrangements or understandings payment contemplated in this Agreement and (written or oralb) relating to the Debt Financing that could impair the availability each of the Debt Financing. The Buyer do Parent and Merger Sub does not have any reason to believe that they shall be unable any of the conditions to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to will not be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall will not be available to the Buyer Parent and Merger Sub on the Closing Date. The Buyer As of the Execution Date, no event has fully paidoccurred that would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent or Merger Sub under the Debt Financing Commitment; provided that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties set forth in Article 4, and Article 5 or caused to be paid, any compliance by the Company or the Stockholders (and their respective Affiliates) with their respective obligations hereunder. Parent has paid all commitment fees and any and all or other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations Execution Date pursuant to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or Commitment. The obligations of Parent and Merger Sub hereunder are not subject to any part thereof. (d) The Buyer has delivered conditions regarding the ability of Parent and Merger Sub to obtain financing for the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) consummation of the Existing Buyer LLC Agreement transactions contemplated hereby. Parent acknowledges that obtaining financing is not a condition to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)Closing.

Financing. (a) The Buyer Parent has delivered to the Seller Representative a true Company true, complete and complete copy correct copies of the (i) executed Debt Financing Commitment by and among HPS Investment Partnerscommitment letters, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof hereof, among Parent, Merger Subsidiary and certain lender parties (collectively, the “Debt Financing CommitmentCommitments”), pursuant to whichwhich the lender parties thereto have committed, and subject to the terms and conditions of whichthereof, to provide or cause to be provided the Debt Commitment Parties party thereto have committed to lend the amounts debt financing set forth therein (including, if applicable, any debt replacement, amended financing or supplement obtained in accordance with Section 6.05, the “Debt Financing”) and (b) an executed equity commitment letter, dated as of the date hereof, by and between Irving Place Capital Partners III, L.P. (the “Equity Commitment Party”), and Parent (the “Equity Financing Commitment,” and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which the Equity Commitment Party has committed, subject to the Buyer terms and conditions thereof, to invest an amount as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Equity Financing,” and together with the Debt Financing, the “Financing”). As of the date of this Agreement, the Debt Financing Commitment Commitments are in full force and effect and are legal, valid and binding and enforceable obligations of Parent and Merger Subsidiary, as the case may be, and to the knowledge of Parent, each of the other parties thereto. None of the Financing Commitments has not been amended or modified since the date of this Agreement in any respect, no provisions such amendment or rights thereunder have been waived modification is contemplated by Parent or Merger Subsidiary (or to the knowledge of Parent and Merger Subsidiary, by the respective commitments contained therein have not been withdrawnother parties thereto), rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As and as of the date hereof, the Debt respective commitments contained in the Financing Commitment is Commitments have not been withdrawn or rescinded. Parent has fully paid any and all commitment fees or other fees in full force and effect and constitutes connection with the legal, valid and binding obligation of the Buyer and, Financing Commitments that are payable on or prior to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its termsdate hereof. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) Financing, other than the conditions precedent as expressly set forth in the Financing Commitments, and except for the fee letter and engagement letter dated the date hereof (complete copies of which have been provided to the Company, with only fee amounts and economic terms (none of which would adversely effect the amount or availability of financing) redacted), there are no side letters or other Contracts relating to the funding or investing of the Financing, other than as set forth in or otherwise permitted by the terms of the Financing Commitments that would permit the lenders under the Debt Financing Commitment, and Commitments or the Buyer has no reason Equity Commitment Party to believe that, as reduce the total amount of financing or that would materially affect the availability of the Financing. As of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No no event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, would reasonably be expected to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Subsidiary or, to the Buyer or knowledge of Parent, any other party thereto under any of its Affiliates under any term or condition the Financing Commitments. As of the Debt Financing Commitment. The Buyer is not aware of any factdate hereof, event or other occurrence that makes any assuming the accuracy of the representations and warranties of the Buyer Company in this Agreement and the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all satisfaction of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitmentin Section 9.01 and Section 9.02, there are Parent has no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition of the conditions to the availability or funding of Financing contemplated by the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall Commitments will not be available to satisfied. The aggregate proceeds contemplated by the Buyer on Financing Commitments will at the Closing Date. The Buyer has fully paid, or caused be sufficient to be paid, (i) pay the aggregate Merger Consideration and (ii) pay any and all commitment fees and any and all other fees and expenses, in each case as are expenses required to be paid pursuant to by Parent, Merger Subsidiary and the terms of Surviving Corporation in connection with the Debt Financing Commitment on or prior to Merger and the date hereofFinancing. (cb) The Buyer acknowledge and agree that their obligations under As of the Effective Time, after giving effect to the consummation of the transactions contemplated by this Agreement and any Ancillary Agreementsthe payment of all fees, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered costs and expenses payable by Parent with respect to the Seller Representative true transactions contemplated hereby and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone in any loans or financing agreements in connection herewith, Parent shall be solvent and able to Buyer, pursuant to which Keystone shall exercise pay its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (debts as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)they come due.

Financing. (a) The Buyer Indivior has delivered to the Seller Representative a true Supernus true, correct and complete copy copies of the (i) an executed Debt Financing Commitment by and among HPS Investment Partnerscommitment letter, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof hereof, from the lenders (the “Lenders”) party thereto (such commitment letter, including all exhibits, schedules, annexes, joinders and amendments thereto, together with the below-defined Fee Letter, collectively, the “Debt Financing CommitmentCommitment Letter”), ) pursuant to whichwhich the Lenders party thereto have agreed, and subject only to the terms and conditions of which, the Debt Commitment Parties party thereto have committed to lend the amounts expressly set forth therein therein, to provide the Buyer as set forth therein debt financing for the purpose purposes of funding the transactions contemplated by this Agreement and amount set forth in the Ancillary Agreements Commitment Letter (the debt financing pursuant to the Commitment Letter shall be referred to herein as the “Debt Committed Financing”). As , and (ii) any fee letters, dated as of the date of this Agreementhereof, associated with the Commitment Letter (including all exhibits, schedules, annexes, joinders and amendments thereto, collectively, the Debt Financing “Fee Letter”). (b) The Commitment Letter has not been amended duly and validly executed and delivered by Indivior and, to the Knowledge of Indivior and Supernus, each of the other parties thereto, and as of the date hereof, the Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Indivior and, to the Knowledge of Indivior and Supernus, each of the other parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or modified in any respectmoratorium Laws, no provisions other similar Laws affecting creditors’ rights or rights thereunder have been waived general principles of equity affecting the availability of specific performance and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussionsother equitable remedies. As of the date hereof, (i) the Debt Commitment Letter in the form delivered to Supernus has not been terminated, rescinded, amended, restated, supplement, waived or modified on or prior to date hereof, (ii) no such termination, rescission, amendment, restatement, supplement, waiver or modification is contemplated by Indivior, except amendments, amendments and restatements, modifications, supplements and joinders (including, without limitation to add lenders, lead arrangers, co-managers, bookrunners, syndication agents, Financing Sources or any Person with similar or other roles or titles, to reallocate commitments among such parties to the Commitment is in full force and effect and constitutes Letter, to include additional loan facilities, or to facilitate the legal, valid and binding obligation syndication of the Buyer anddebt financing described in the Commitment Letter, in each case to the extent contemplated by the terms of the Commitment Letter) that in each case do not reduce the aggregate amount of Financing below the amount provided by the Commitment Letter on the date hereof or impose new or additional conditions precedent to the funding of the Financing, and (iii) the aggregate amount of commitments contained in the Commitment Letter have not been withdrawn, terminated, rescinded or reduced in any respect, and no such withdrawal, termination, rescission or reduction is contemplated, in each case of clauses (i) through (iii), other than as permitted in Section 6.17. As of the date hereof, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to (i) constitute a default or breach on the part of Indivior or, to the knowledge Knowledge of the BuyerIndivior or Supernus, any of the other parties thereto thereto, under the Commitment Letter, (subject ii) constitute a failure to satisfy a condition on the part of Indivior or, to the Enforceability ExceptionsKnowledge of Indivior or Supernus, any of the Lenders party thereto required to be satisfied prior to the date hereof or (iii) and result in any portion of the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto amounts to be funded in accordance with its termsthe Commitment Letter being unavailable on the Closing Date. (c) As of the date hereof, assuming the satisfaction of conditions to the Merger set forth in Section 7.1, Section 7.2 and Section 7.3, (i) neither Indivior nor Supernus has reason to believe that any of the conditions to the Committed Financing contemplated in the Commitment Letter will not be satisfied on a timely basis (and, in any event, at or prior to Closing) and (ii) neither Indivior nor Supernus have Knowledge of any reason that the full amount of the Committed Financing will not be made available to Indivior on the Closing Date. As of the date hereof, Indivior has fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the date hereof pursuant to the terms of the Commitment Letter. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Committed Financing (including any flex provisions) pursuant to the Commitment Letter, other than the conditions precedent as expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the ClosingCommitment Letter. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there There are no side letters or other contractsagreements, contracts or arrangements or understandings (written or oral) relating related to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained Committed Financing, other than as expressly set forth in the Debt Financing Commitment, or that the Debt Financing shall not be available Commitment Letter delivered to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment Supernus on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to the Seller Representative Company (i) a true correct and complete fully executed copy of the executed Debt Financing Commitment by commitment letter, dated as of the date hereof, among Parent, Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and among HPS Investment PartnersMizuho Bank, LLCLtd., including all annexes, exhibits, schedules and other attachments thereto annexes to such letter in effect as of the date of this Agreement and (ii) a corresponding customarily redacted correct and complete fully executed copy of the fee letters referenced therein (together, the “Debt Commitment Letter”) (it being understood that each such fee letter (none of which has been redacted to remove the fee amounts, the rates and amounts included in the “market flex” and other economic terms that could not adversely affect the amount conditionality, enforceability, termination or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Financing Commitment”), pursuant to which. Pursuant to, and subject to the terms and conditions of whichof, the Debt Commitment Parties party thereto Letter, the commitment parties thereunder have committed to lend the amounts set forth therein to (the Buyer provision of such funds as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (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). As of the date execution and delivery of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer each of Parent and, to the knowledge of the BuyerParent, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is thereto, enforceable against the Buyer and the other parties thereto in accordance with its termsterms against Parent and, to the knowledge of Parent, each of the other parties thereto, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) pursuant to the Debt Commitment Letter, other than the conditions precedent as expressly set forth in the Debt Financing CommitmentCommitment Letter. Subject to the terms and conditions of the Debt Commitment Letter, and assuming the Buyer has no reason to believe that, as accuracy of the date hereofCompany’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, (i) it no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to satisfy a condition precedent, in each case, on the part of Parent or, to the knowledge of Parent, any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing CommitmentCommitment Letter, including any condition of closing of under the Debt Financing that is required to be satisfied as a condition of the Debt FinancingCommitment Letter, or and (ii) Parent does not have any reason to believe that any of the full amount of conditions to the Debt Financing will not be made available to the Buyer at satisfied or prior to the Closing. Assuming that the Debt Financing is funded in accordance with or any other funds necessary for the conditions set forth in the Debt Financing Commitment satisfaction of all of Parent’s and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with its Subsidiaries’ obligations under this Agreement will not be available cash and cash equivalents of the Buyer on hand as of the date hereof and to Parent on the Closing Date, will be sufficient to in each of clauses (1i) pay and (ii), assuming the Purchase Price upon accuracy of the terms contemplated by this Agreement, (2) pay all other amounts payable Company’s representations and warranties contained in Article 4 and compliance by the Buyer Company with its covenants contained in connection with 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 consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred extent required to be paid on or prior to the date hereof which, of this Agreement in connection with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party theretoFinancing. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitmenthereof, there are no side letters or other contractsagreements, contracts or arrangements or understandings (written or oral) relating related to the Debt Financing that could impair the availability funding of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to obligations of Parent and the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, Merger Subsidiary hereunder are not contingent upon its receipt of financing of subject to any kind, including the Debt Financing condition regarding Parent’s or any part thereof. (d) The Buyer has delivered other Person’s ability to obtain financing for the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto Merger and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)transactions contemplated by this Agreement.

Financing. (a) The Buyer SJW and Merger Sub will have, on or prior to the Closing, all funds necessary to enable SJW or Merger Sub, as the case may be, to consummate the transactions contemplated by this Agreement, including payment of the aggregate Merger Consideration and the payment of all other amounts required to be paid hereunder. SJW has delivered to the Seller Representative CTWS a true and complete copy fully executed copies of (a) the executed Debt Financing Commitment by and among HPS Investment Partnerscommitment letter, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof hereof, between SJW and JPMorgan Chase Bank, N.A., including all exhibits, schedules and annexes to such letter in effect as of the Execution Date (collectively, the “Debt Financing CommitmentCommitment Letter”), pursuant to which, which and subject to the terms and conditions thereof each of which, the Debt Commitment Parties party parties thereto (other than SJW) have severally committed to lend the amounts set forth therein to SJW (the Buyer provision of such funds as set forth therein therein, but subject to the provisions of Section 6.12, the “Financing”) for the purpose purposes set forth in such Commitment Letter and (b) any fee letters related thereto (in the case of funding such fee letters redacted only as to the transactions contemplated by this Agreement fee amounts and other economic terms that could not adversely affect the Ancillary Agreements (amount, net proceeds, original issue discount, conditionality, availability or termination of the “Debt Financing”). As of the date of this Agreement, the Debt Financing The Commitment Letter has not been amended or modified in any respectprior to the Execution Date, and, to the knowledge of SJW, no provisions such amendment or rights thereunder modification is contemplated as of the Execution Date (excluding any amendment solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have been waived and not executed the respective Commitment Letter as of the Execution Date) and, as of the Execution Date, the commitments contained therein in the Commitment Letter have not been withdrawn, terminated or rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereofExecution Date, the Debt Financing Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer SJW and, to the knowledge of the BuyerSJW, each of the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is thereto, enforceable against the Buyer and the other parties thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) pursuant to the Commitment Letter, other than the conditions precedent as expressly set forth in the Debt Financing Commitment, Commitment Letter. Subject to the terms and the Buyer has no reason to believe that, as conditions of the date hereofCommitment Letter, the net proceeds contemplated from the Financing, together with other financial resources of SJW, including contemplated cash on hand of SJW, will, in the aggregate, be sufficient for the satisfaction of all of SJW’s and Merger Sub’s obligations under this Agreement, including the payment of the aggregate Merger Consideration and all fees and expenses reasonably expected to be incurred in connection therewith. As of the Execution Date, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No no event has occurred on which would constitute a breach or prior to the date hereof which, default (or an event which with or without notice, notice or lapse of time or both, would both could reasonably be expected to constitute a default breach or breach under the Debt Financing Commitment default) on the part of SJW under the Commitment Letter or, to the knowledge of the BuyerSJW, any other party thereto. As of to the date of this AgreementCommitment Letter, and (ii) assuming the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any accuracy of the representations and warranties of the Buyer set forth in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all Section 4.06 and satisfaction of the conditions precedent to SJW’s obligation to consummate the Merger, or waiver of such conditions, SJW does not have any reason to believe that any of the conditions to the obligations of the parties thereunder to make Financing will not be satisfied or that the full amount of the Debt Financing and any other funds necessary for the satisfaction of all of SJW’s obligations under this Agreement and the payment of all fees and expenses reasonably expected to be incurred in connection therewith will not be available to the Buyer SJW on the terms set forth thereinClosing Date. Other than As of the Debt Financing CommitmentExecution Date, there are no side letters or other contractsagreements, Contracts or arrangements or understandings (written or oral) relating to the Debt Financing that could impair affect the availability of the Debt Financing. The Buyer do not have Financing or any reason portion thereof other than as expressly set forth in the Commitment Letter and delivered to believe that they shall be unable to satisfy, on a timely basis, any term or condition CTWS prior to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Execution Date. The Buyer SJW has fully paid, paid (or caused to be paid, any and ) all commitment fees and any and all or other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to Execution Date in connection with the date hereofFinancing. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to the Seller Representative a Company true and complete copy copies of the (a) a fully executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee commitment letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Financing CommitmentCommitments”), pursuant to whichwhich the lender parties thereto (each a “Lender”) have agreed, and subject to the terms and conditions of whichthereof, to provide or cause to be provided the Debt Commitment Parties party thereto have committed to lend the debt amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”) and (b) a fully executed equity commitment letter (the “Equity Financing Commitment” and, together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which Lone Star Fund VII (U.S.), L.P. (the “Sponsor”) has committed, subject to the terms and conditions thereof, to provide equity financing in an aggregate amount set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). (b) As of the date of this Agreement, none of the Financing Commitments has been amended or modified, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn, rescinded or otherwise modified. As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of each of BI-LO Holding, Parent and Merger Sub (in the Buyer case of the Debt Financing Commitment) or Parent or Merger Sub (in the case of the Equity Financing Commitment) and, to the knowledge of the BuyerParent, the applicable other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). As of the date hereof, none of BI-LO Holding, Parent or Merger Sub has knowledge of any fact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, would reasonably be expected to (i) result in any of the conditions in the Financing Commitments not being satisfied or (ii) otherwise result in the Financing not being available on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date hereof, neither the Sponsor nor any Lender has notified BI-LO Holding, Parent or Merger Sub of its intention to terminate either of the Financing Commitments or not to provide the Financing. (c) Except for the Financing Commitments and fee letter (a complete copy of which has been provided to the Company, with only fee amounts and certain economic terms of the market flex provisions redacted (the “Fee Letter”)), as of the date hereof there are no side letters or other agreements to which BI-LO Holding, Parent or Merger Sub is a party related to the Financing. There are no conditions precedent related to the funding of the full amount of the Financing other than as set forth in the Financing Commitments and the Equity Fee Letter (the “Disclosed Conditions”). Parent has advised the Company of the maximum total amount of fees (including original issue discount) and expenses payable by Parent and Merger Sub under the Debt Financing. No Lender has any right to impose, and none of the Sponsor, any Lender, BI-LO Holding, Parent or Merger Sub has any obligation to accept, any condition precedent to such funding other than the Disclosed Conditions nor, except as set forth in the Financing Commitments are enforceable against the Buyer and the applicable other parties thereto Fee Letter, any reduction to the aggregate amount available under the Financing Commitments on the Closing Date (nor any term or condition which would have the effect of reducing the aggregate amount available under the Financing Commitments on the Closing Date). As of the date of this Agreement, assuming compliance by the Company with the provisions of Section 5.11 hereof, none of BI-LO Holding, Parent or Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to BI-LO Holding, Parent or Merger Sub on the Closing Date. (d) Assuming the satisfaction of the conditions to Parent’s and Merger Sub’s obligation to consummate the Merger, the aggregate proceeds contemplated by the Financing Commitments, if funded in accordance with the Financing Commitments, together with other cash of BI-LO Holding, Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, to refinance the Second Amended and Restated Credit Agreement, dated March 18, 2011, by and among the Company, the lenders party thereto, and ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent, to refinance the existing ABL Credit Agreement, dated February 3, 2011, by and among BI-LO Holding, the lenders, other parties party thereto and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent (collectively, the “Refinancing”), and to pay all related fees and expenses. (e) BI-LO Holding, Parent or Merger Sub has paid in full any and all commitment or other fees required by the Financing Commitments that are due on or before the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. It is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing or any alternative financing. (f) None of BI-LO Holding, Parent, Merger Sub, the Sponsor or their respective terms Affiliates have (subject i) retained any financial advisor on a basis exclusive to Parent, Merger Sub or the Sponsor (or any or all of them on a joint basis) or (ii) entered into an exclusivity, lock-up or other similar agreement, arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing that would prevent such provider from providing or seeking to provide such financing to any third party in connection with a transaction relating to the Enforceability ExceptionsCompany or its Subsidiaries, in the case of clauses (i) and (ii), in connection with the Merger or the other transactions contemplated by this Agreement.

Financing. (a) The Buyer Parent has delivered to the Seller Representative a Company true and complete copy copies of (i) the executed Debt Financing Commitment by and among HPS Investment Partnerscommitment letter with respect to the senior credit facilities, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof hereof, among Parent and Deutsche Bank Securities Inc., Deutsche Bank Trust Company Americas and JPMorgan Chase Bank and (ii) the commitment letter with respect to the first lien mortgage loan, dated as of the date hereof, among Parent and German American Capital Corporation, Deutsche Bank AG, New York Branch and JPMorgan Chase Bank (collectively, the “Debt Financing CommitmentCommitments”), pursuant to whichwhich the lenders party thereto committed, and subject to the terms and conditions of whichthereof, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). As of , and (iii) the date of this Agreementequity commitment letter, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As dated as of the date hereof, from FC Investor, LLC (the “Equity Financing Commitment” and, together with the Debt Financing Commitment is Commitments, the “Financing Commitments”), pursuant to which such parties have committed, subject to the terms thereof, to invest the cash amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The Financing Commitments are in full force and effect and constitutes the are legal, valid and binding obligation obligations of the Buyer Parent and, to the knowledge of the BuyerParent, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its termsthereto. There are no conditions precedent or other contingencies directly or indirectly related to the funding None of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing CommitmentCommitments has been or will be amended or modified, except as consistent with Section 7.9(c), and the Buyer has no reason to believe that, respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred thatwhich, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer Parent or any of its Affiliates Merger Sub under any term or condition of Financing Commitment and subject to the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any accuracy of the representations and warranties of the Buyer Company set forth in Article IV and the Debt Financing Commitment inaccurate satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof, neither Parent nor Merger Sub has any 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 in any material respectof the Financing Commitments on or prior to the Closing Date. The non-redacted portion funds contemplated to be provided by the Financing Commitments would be sufficient to enable Parent to make or cause to be made payments of this Debt Financing Commitment contains the Merger Consideration as provided herein (including for the Company Options as provided herein), all other necessary payments by it, Merger Sub or the Surviving Corporation in connection with the Merger (including the repayment of outstanding indebtedness of the Surviving Corporation) and all of the related fees and expenses. There are no conditions precedent or other contingencies to the obligations funding of the parties thereunder Financing other than as set forth in the Financing Commitments. There are no side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters) related to make the funding or investing, as applicable, of the full amount of the Debt Financing available to the Buyer on the terms other than as expressly set forth therein. Other than in or contemplated by the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability Commitments. As of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfydate hereof, on a timely basis, any term Parent or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer Merger Sub has fully paid, or caused to be fully paid, any and all commitment fees which are due and any and all other fees and expenses, in each case as are required payable with respect to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereofCommitments. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to the Seller Representative a Company true and complete copy fully executed copies of (a) the executed Debt Financing Commitment by and among HPS Investment Partnerscommitment letter, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof hereof, among JH North America Holdings Inc., a Delaware corporation and a wholly owned indirect Subsidiary of Parent (the “Borrower”), and Bank of America, N.A. and ▇▇▇▇▇▇▇▇ Finance LLC (together, the “Initial Lenders”) and (b) the fee letters related thereto (as redacted to remove only the fee amounts, pricing caps and the rates and amounts included in the “market flex”), in each case, including all exhibits, term sheets, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “Debt Financing CommitmentLetters”), pursuant to which, which and subject to the terms and conditions thereof each of which, the Debt Commitment Parties Initial Lenders party thereto have severally committed to lend the amounts set forth therein to the Buyer Borrower (the provision of such funds as set forth therein for therein, but subject to the purpose provisions of funding the transactions contemplated by this Agreement and the Ancillary Agreements Section 5.15(b) (the “Debt Financing”)) for the purposes set forth in such Debt Letters. The Debt Letters have not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, 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 and, as of the date of this Agreement, no such withdrawal, rescission, amendment, restatement or modification is currently contemplated by Parent, and, to the Knowledge of Parent, the other parties thereto (other than (i) amendments to add additional lenders, arrangers, agents or similar entities or reallocate commitments or assign or reassign titles or roles to, or between or among, any entities party thereto, (ii) reductions in the commitments as contemplated by the Debt Letters in accordance with the terms thereof, or (iii) amendments to implement or exercise any “market flex” provisions contained in the Debt Letters, in each case (i), (ii) and (iii) to the extent not causing any Prohibited Modifications). As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments Letters are in full force and effect and constitute the legal, valid and binding obligation of the Buyer Borrower and, to the knowledge of the BuyerParent, the applicable other parties thereto and the Equity Financing Commitments are thereto, enforceable against the Buyer and Borrower and, to the applicable knowledge of Parent, the other parties thereto in accordance with its terms, subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity. As of the date of this Agreement, there are no conditions precedent or contingencies related to the funding of the full amount of the Financing pursuant to the Debt Letters, including any condition or other contingency relating to the amount or availability of the Financing pursuant to any “flex” provision, other than as expressly set forth in the Debt Letters. Subject to the terms and conditions of the Debt Letters, the net proceeds contemplated from the Financing are as of the date hereof, and together with any other committed financing that replaces or supplements the Financing consistent with the terms set forth in Section 5.15 on the Closing Date will be, sufficient for the satisfaction of all of Parent’s obligations under this Agreement, including the payment of the Cash Consideration portion of the Merger Consideration and all fees and expenses 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 or would reasonably be expected to constitute a breach or default on the part of Parent, the Borrower, Merger Sub or any of their respective Affiliates under the Debt Letters or, to the Knowledge of Parent, any other party to the Debt Letters. As of the date of this Agreement there are no side letters or other agreements that impose conditions or contingencies to the funding of the full amount of the Financing or that could otherwise affect the enforceability, availability, termination (without the funding of the commitments thereunder) or amount of the Financing, other than as expressly set forth in the Debt Letters. Parent has fully paid all commitment fees or other fees required to be paid on or prior to the date of this Agreement in connection with the Financing. As of the date of this Agreement, assuming the conditions to the obligations of Parent to consummate the Merger have been satisfied or waived, Parent has no reason to believe that any of the conditions to the Financing will not be satisfied, nor does Parent have Knowledge, as of the date of this Agreement, that the Financing will not be made available to the Borrower on the Closing Date in accordance with the terms (of the Debt Letters. The obligations of Parent and ▇▇▇▇▇▇ Sub hereunder are not subject to any condition regarding Parent’s, ▇▇▇▇▇▇ Sub’s or any other Person’s ability to obtain financing (including the Enforceability Exceptions)Financing) for the Merger and the other transactions contemplated by this Agreement.

Financing. (a) The Buyer Parent has delivered to the Seller Representative a true Company true, correct and complete copy copies of (i) executed commitment letters (as the executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financingsame may be amended pursuant to Section 6.09(b), each dated as of the date hereof (collectively, the “Debt Financing CommitmentCommitments”), as set forth in Section 4.06 of the Parent Disclosure Letter, pursuant to whichwhich the lender parties thereto have agreed, and subject to the terms and conditions of whichthereof, to provide or cause to be provided the Debt Commitment Parties party thereto have committed to lend the debt amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”), and (ii) an executed equity commitment letter (the “Equity Financing Commitment,” and together with the Debt Financing Commitment, the “Financing Commitments”), as set forth in Section 4.06 of the Parent Disclosure Letter, pursuant to which ONCAP Investment Partners II, L.P. has committed, subject to the terms and conditions thereof, to invest the amount set forth therein (the “Equity Financing,” and together with the Debt Financing, the “Financing”). As of the date of this Agreement, none of the Debt Financing Commitment Commitments has not been amended or modified in any respectmodified, no provisions or rights thereunder have been waived and the respective commitments contained therein in the Financing Commitments have not been withdrawnwithdrawn or rescinded. Other than as set forth in the Financing Commitments, rescinded there are no other written or otherwise modified oral agreements, understandings or Contracts between Parent, Sub or any of their Affiliates and the other parties to the Financing Commitments and their Affiliates that (A) adversely amend or expand upon the conditions precedent to the Financing as set forth in any respectsuch Financing Commitment, nor is any such amendment, modification, withdrawal (B) would reasonably be expected to delay or rescission currently contemplated hinder the Closing or (C) reduce the subject aggregate amount of discussionsavailable Financing. As of the date hereofof this Agreement, (i) the Debt Financing Commitment is Commitments are in full force and effect and constitutes the a legal, valid and binding obligation of the Buyer Parent, Sub and their Affiliates party to such Financing Commitments and, to the knowledge of the BuyerParent, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount neither Parent nor Sub is in breach of any of the Debt Financing will not be made available to the Buyer at terms or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in therein and, to the Debt Financing Commitment and assuming that each knowledge of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at ClosingParent, as of the date hereofno fact, the aggregate proceeds of the Debt Financingoccurrence, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer condition or any of its Affiliates is responsible. (b) No event exists or has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would could reasonably be expected to constitute a default breach or breach under the Debt Financing Commitment on the part of or, failure to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions satisfy a condition precedent set forth in the Debt Financing Commitment. As of Commitments or that would reasonably be expected to cause the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer commitments provided in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing Commitments to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Dateterminated. The Buyer has fully paid, or caused to be paid, Parent and Sub have paid any and all commitment fees and any and all other fees that have been incurred and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment due and payable on or prior to the date hereof. (c) The Buyer acknowledge hereof in connection with the Financing Commitments. Subject to the terms and agree that their obligations under conditions of this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, (including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) accuracy of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (Company’s representations and warranties in Section 3.03 and 3.13), as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity aggregate proceeds contemplated by the Financing Commitments are in full force and effect and constitute Commitments, together with the legal, valid and binding obligation available cash of the Buyer andCompany on the Closing Date, will be sufficient for Parent and Sub to pay the knowledge of the BuyerMerger Consideration, the applicable other parties thereto Restricted Share Consideration, and the Equity Financing Commitments are enforceable against Option Consideration upon the Buyer terms contemplated by this Agreement, and to pay all related fees and expenses associated with the applicable other parties thereto Transactions (including any and all change in accordance with their respective terms (subject to the Enforceability Exceptionscontrol payments), including payment of all amounts under Article II of this Agreement.

Financing. (a) The Buyer 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 the Seller Representative a Company true and complete copy copies of the fully executed Debt debt commitment letters from the Financing Commitment by and among HPS Investment PartnersSources identified therein, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (including all exhibits, schedules, annexes and amendments thereto (and together with any fee letter (each, a “Fee Letter”) associated therewith which Fee Letter has been redacted in a customary manner solely with respect to terms that are confidential and do not adversely affect the enforceability, availability or conditionality of or the aggregate amount of net proceeds available under the Financing) as of the date of this Agreement, collectively, the “Debt Financing CommitmentCommitment Letters”), pursuant to which, and subject to the terms and conditions of whichthereof, the Debt Commitment Parties party thereto such Financing Sources have committed to lend the amounts set forth therein to the Buyer as set forth therein Parent for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). All of the Debt Commitment Letters are in full force and effect and are legal, valid and binding obligations of Parent and, to the knowledge of Parent, the other parties thereto, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization and similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). As of the date of this Agreement, the (i) no Debt Financing Commitment Letter has not been amended withdrawn, terminated, repudiated, rescinded, amended, supplemented or modified modified, in any respect, and (ii) to the knowledge of Parent, no provisions such withdrawal, termination, repudiation, rescission, amendment, supplement or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor modification is contemplated (other than any such amendment, modificationmodification or supplement to add Financing Sources, withdrawal lead arrangers, bookrunners, syndication agents or rescission currently contemplated or the subject of discussions. As of the date hereof, similar entities who have not executed the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, Letters as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment). 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 or breach on the part of Parent or, to the Buyer or knowledge of Parent, any of its Affiliates other Person under any term or condition of the Debt Financing CommitmentCommitment Letters. The Buyer is not aware of any fact, event or other occurrence that makes any As of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion date of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing CommitmentAgreement, there are Parent has no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe (both before and after giving effect to any “flex” provisions contained in the Fee Letters) that they shall it will be unable to satisfy, on a timely basis, any term or condition to be satisfied by it contained in the availability Debt Commitment Letters or funding that the full amounts committed pursuant to the Debt Commitment Letters will not be available as of the Debt Financing Closing if the terms or conditions to be satisfied by it contained in the Debt Financing Commitment, or that Commitment Letters are satisfied (taking into account the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms expected timing of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”Marketing Period). As of the date hereof, there are no side letters or other agreements, contracts, arrangements or understandings to which Parent is a party related to the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation funding of the Buyer and, Financing other than as expressly set forth in the Debt Commitment Letter. The Financing is subject to no conditions to the knowledge obligations of the Buyerparties under the Debt Commitment Letters to make the full amount of the Financing available to Parent or Merger Sub at the Closing other than those set forth in the Debt Commitment Letter. As of the date of this Agreement, Parent has fully paid any and all commitment fees or other fees or deposits required by the applicable other parties thereto Debt Commitment Letters to be paid on or before the date of this Agreement. The aggregate proceeds from the Financing constitute all of the financing required for the consummation of the transactions contemplated by this Agreement and 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 Equity Financing Commitments are enforceable against the Buyer payment of all fees, costs and the applicable other parties thereto in accordance with their respective terms (subject expenses to be paid by Parent related to the Enforceability Exceptions)transactions contemplated by this Agreement, including such fees, costs and expenses relating to the Financing.

Financing. (a) The Buyer As of the date of this Agreement, ▇▇▇▇▇▇ has delivered to the Seller Representative Company a true true, complete and complete correct copy of the executed Debt Financing Commitment by and among HPS Investment PartnersLetter, LLCtogether with any related fee letters (any such fee letter, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Financing CommitmentFee Letter”), pursuant to which, upon the terms and subject to the terms and conditions of whichset forth therein, the Debt Commitment Parties Financing Entities party thereto have committed agreed to lend provide the amounts set forth therein Committed Financing. (b) As of the date of this Agreement, the Commitment Letter is in full force and constitutes the valid, binding and enforceable obligation of Parent and, to the Buyer as set forth therein for Knowledge of Parent, the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”)other parties thereto. As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There there are no conditions precedent or other contingencies directly or indirectly related to the funding or investing, as applicable, of the full amount of the Debt Committed Financing (including any flex provisions) in each case other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, Commitment Letter (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the such conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereofprecedent, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible“Financing Conditions”). (bc) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is Commitment Letter has not been amended or modified in breach of any manner, and none of the terms respective commitments contained therein have been terminated, reduced, withdrawn or conditions set forth in rescinded by Parent or, to the Debt Financing Commitment. Knowledge of Parent, any other party thereto. (d) As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on by Parent or, to the part Knowledge of Parent, any other party to the Commitment Letter, under the terms and conditions of the Buyer or any of its Affiliates under any term or condition Commitment Letter. (e) As of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion date of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing CommitmentAgreement, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Commitment Letter or the Committed Financing to which Parent or any of its Affiliates is a party that could impair impose conditions to such Committed Financing or reduce the availability amount of such Committed Financing below the amount that, assuming the satisfaction of all of the Debt Financing. The Buyer do not have any reason conditions in Section 8.1 and Section 8.2 of this Agreement, is required for Parent to believe that they shall be unable make all cash payments it is required to satisfymake pursuant to this Agreement, on a timely basisincluding to repay amounts under the Company Credit Agreement in connection with the Merger (such amount, any term or condition to the availability or funding “Merger Financing Amount”). (f) As of the Debt Financing to be satisfied by it contained in the Debt Financing Commitmentdate of this Agreement, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer Parent has fully paid, paid (or caused to be paid, ) any and all commitment fees and any and all other fees and expenses, in each case as amounts that are required to be paid on or prior to the date hereof pursuant to the terms of the Debt Financing Commitment Letter and related fee letters on or prior to the date hereofof this Agreement. (cg) The Buyer acknowledge As of the date of this Agreement, assuming the satisfaction of all of the conditions set forth in Section 8.1 and agree Section 8.2 of this Agreement, Parent has no reason to believe that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) any of the Existing Buyer LLC Agreement Financing Conditions are not capable of being satisfied on or prior to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000Closing Date, and or (ii) that certain subscription agreement the Financing pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) Commitment Letter will not be made available to Parent on the date hereof (collectively, the “Equity Financing Commitments”)Closing Date. As of the date hereofof this Agreement, Parent has no reason to believe that a Company Notes Consent Solicitation or Company Notes Offer will be required to effect the Closing or Committed Financing. (h) As of the date of this Agreement, assuming the satisfaction of all of the conditions set forth in Section 8.1 and Section 8.2 of this Agreement, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation proceeds of the Buyer andCommitted Financing, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto if funded in accordance with (and not reduced pursuant to the terms of) the Commitment Letter, together with any available cash of the Parties and their respective terms Subsidiaries, shall constitute sufficient funds for Parent to fund the Merger Financing Amount. (subject i) For the avoidance of doubt, except for the Parent Credit Agreement Condition, in no event shall the receipt or availability of any financing, including the Financing, by Parent or any Subsidiary of Parent be a condition to any of Parent’s obligations hereunder. (j) Substantially concurrently with the Closing, Parent shall make available to the Enforceability Exceptions)Company or pay directly on behalf of the Company all amounts required to repay and discharge the Company Credit Agreement, after taking into account any cash the Company and Company Subsidiaries have made available for such purpose, it being understood that the Company and Company Subsidiaries have no obligation to have available any specific amount of cash for such purposes.

Financing. (a) The Buyer SiriusXM has delivered to the Seller Representative a Liberty and SplitCo true and complete copy copies of the an executed Debt Financing Commitment by debt commitment letter and among HPS Investment Partnersany related term sheet, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Commitment Letter” or the “Financing CommitmentCommitments”), from the lenders party thereto (the “Lenders”), pursuant to which, and subject to the terms and conditions of which, the Debt Commitment Parties party thereto Lenders have committed to lend provide SiriusXM Radio with financing in the amounts set forth described therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). As of the date hereof, each of this Agreementthe Financing Commitments is a legal, valid and binding obligation of SiriusXM Radio and, to the Knowledge of SiriusXM, the Debt Financing Commitment has not been amended or modified Lenders, enforceable in any respectaccordance with its terms, no provisions or subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws of general applicability affecting creditors’ rights thereunder have been waived generally and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject general principles of discussionsequity. As of the date hereof, each of the Debt Financing Commitment Commitments is in full force and effect effect, and constitutes the legal, valid and binding obligation none of the Buyer Financing Commitments has been withdrawn, rescinded or terminated or otherwise amended, supplemented or modified in any respect and no waiver has been granted thereunder, no such amendment, supplement, waiver or modification is contemplated, and, to the knowledge Knowledge of SiriusXM, no withdrawal or rescission thereof is contemplated (it being understood that the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding exercise of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth “market flex” provisions contained in the Debt Financing CommitmentFee Letter provided to Liberty on the date hereof shall not be deemed a withdrawal, and the Buyer has no reason to believe thatrescission, as amendment, supplement, modification or waiver). As of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitmentneither SiriusXM Radio, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available nor to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each Knowledge of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the BuyerSiriusXM, any other party thereto. As of the date of this Agreement, the Buyer Lender is not in breach of any of the material terms or conditions set forth in any of the Debt Financing CommitmentCommitments. As of the date hereof, to the knowledge of this AgreementSiriusXM, assuming the accuracy of the representations and warranties set forth in Article III and Article IV, there is no event has occurred fact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes reasonably be expected to (A) result in any of the representations and warranties of the Buyer conditions in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do Commitments not have any reason to believe that they shall be unable to satisfy, being satisfied on a timely basis, any term basis at or condition prior to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or time that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are is required to be paid occur pursuant to the terms of this Agreement or (B) constitute a breach by SiriusXM Radio or any Lender under the terms and conditions of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”)Letter. As of the date hereof, the Equity no Lender has notified SiriusXM or SiriusXM Radio of its intention to terminate any Financing Commitments are in full force and effect and constitute or not provide the legal, valid and binding obligation of Financing. Assuming (1) the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto is funded in accordance with their respective its terms and conditions and (2) the satisfaction of the conditions to each of SiriusXM’s obligations to consummate the Merger set forth in Section 7.1 and Section 7.2, the Financing will, together with other funds available to SiriusXM, provide SiriusXM and its Subsidiaries with cash proceeds on the Closing Date sufficient for the satisfaction in full of all cash obligations required to consummate the Transactions on the Closing Date including, but not limited to, payment of any fees and expenses due and owing under the Debt Commitment Letter and Fee Letter on the Closing Date (such amounts, collectively, the “Financed Amounts”). SiriusXM Radio has paid in full any and all commitment or other fees required by the Debt Commitment Letter and the Fee Letter that are due as of the date hereof. As of the date hereof, there are no side letters, arrangements or other agreements, Contracts or arrangements of any kind relating to the Financing (other than as set forth in the Debt Commitment Letters, the Fee Letter and the Engagement Letters) that could affect the availability, conditionality, enforceability or aggregate principal amount of the Financing contemplated by the Debt Commitment Letter. As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Financing or any contingencies that would permit the Lenders to reduce the total amount of the Financing below the amount necessary to pay the Financed Amounts (including any condition or other contingency relating to the amount or availability of the Financing pursuant to any “flex” provision), other than as explicitly set forth in the Financing Commitments. (b) SiriusXM has delivered to Liberty and SplitCo true and complete copies of (i) executed engagement letters and any related term sheet, dated as of the date hereof (the “Engagement Letters”), from the parties thereto, pursuant to which, and subject to the Enforceability Exceptionsterms and conditions of which, SiriusXM Radio proposes to obtaining debt financing in an amount equal to the Financed Amount in lieu of the Financing (the “Alternative Financing”) and (ii) all fee letters (collectively, the “Fee Letter”) relating to the Debt Commitment Letter and the Engagement Letters (if any). (c) In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing or the Alternative Financing) by SiriusXM or any of its respective Affiliates or any other financing or other transactions be a condition to any of SiriusXM’s obligations under this Agreement.

Financing. Parent has provided to the Company true, accurate and complete copies of (a) The Buyer has delivered to the Seller Representative a true and complete copy of the fully executed Debt Financing Commitment by and among HPS Investment Partnersequity commitment letters, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof of this Agreement (the “Equity Commitment Letters”), as to which the Company is a named third party beneficiary, pursuant to which each of the parties listed on Exhibit D hereto (collectively, the “Investors”) has committed to provide or cause to be provided the cash amounts set forth therein to provide equity financing to Parent and/or Merger Sub, and (b) a fully executed debt commitment letter, dated as of the date of this Agreement (the “Debt Commitment Letter” and together with the Equity Commitment Letters, the “Financing CommitmentCommitments”), ) pursuant to which, and subject to the terms and conditions of whichthereof, the Debt Commitment Parties lenders party thereto have committed to lend provide Merger Sub with loans in the amounts set forth therein described therein, the proceeds of which are to be used to consummate the Buyer as set forth therein for Offer, the purpose of funding Merger and the other transactions contemplated by this Agreement hereby and the Ancillary Agreements pay related fees and expenses (the “Debt Financing” and together with the equity financing pursuant to the Equity Commitment Letter, the “Financing”). Each of the Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of Parent and /or Merger Sub and, to Parent’s knowledge, the other parties thereto. As of this date of this Agreement, the Financing Commitments are in full force and effect and have not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect. As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified neither Parent nor Merger Sub is in breach of any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent terms or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment therein and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No no event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would could reasonably be expected to constitute a default breach or breach under the Debt Financing Commitment failure to satisfy a condition precedent set forth therein on the part of or, to Parent. Parent or Merger Sub has paid any and all commitment or other fees required by the knowledge of the Buyer, any other party thereto. As Financing Commitments that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters or other agreements or arrangements relating to the Financing to which Parent, Merger Sub or any of their affiliates are a party containing additional conditions precedent to the Financing. The proceeds funded under the Financing Commitments (or any alternative financing obtained pursuant to Section 6.11), when funded in accordance with the Financing Commitments (or such alternative financing), will constitute all of the financing required for the consummation of the transactions contemplated hereby, together with not more than the Minimum Cash Amount will be sufficient for (i) the satisfaction of all Parent’s and Merger Sub’s obligations under this Agreement, including the Buyer is not in breach of any payment of the terms Merger Consideration and the Option and Stock Based Consideration (including obligations under Section 1.1(e) and Section 3.2(a)) and (ii) any fees and expenses of or conditions set forth in payable by Parent, Merger Sub or the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing CommitmentSurviving Corporation. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment Letter contains all of the conditions precedent to the obligations of the parties lenders thereunder to make the full amount of the Debt Financing available to the Buyer Parent on the terms set forth therein. Other than , and the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating Equity Commitment Letter contains all of the conditions precedent to the Debt Financing that could impair the availability obligations of the Debt Financing. The Buyer do not have any reason funding party to believe that they shall be unable to satisfy, on a timely basis, any term or condition to make the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be equity financing thereunder available to the Buyer Parent on the Closing Date. The Buyer has fully paidterms therein, or caused to be paidand, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, neither Parent nor Merger Sub has reason to believe that it will be unable to satisfy on a timely basis any conditions precedent to the Equity Financing Commitments are in full force and effect and constitute Commitment Letter or the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)Debt Commitment Letter.

Financing. ▇▇▇▇▇▇ has entered into and has delivered to Holdco a true, complete and accurate fully executed copy of (a) The Buyer has delivered to the Seller Representative a true Commitment Letter and complete copy of (b) the executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Financing Commitment”)Letters, pursuant to which, which and subject to the terms and conditions of whichthereof, the Debt Commitment Parties Financing Sources party thereto have committed to lend provide the amounts ABL Financing for the purposes set forth therein in such Financing Letters. The Financing Letters (i) have not been amended, restated or otherwise modified or waived prior to the Buyer as set forth execution and delivery of this Agreement, and the respective commitments contained therein for have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the purpose execution and delivery of funding the transactions contemplated by this Agreement and (ii) to the Ancillary Agreements knowledge of ▇▇▇▇▇▇, no such withdrawal, rescission, amendment, restatement, modification or waiver is contemplated (other than any such amendment, modification, or restatement to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who have not executed the “Debt Financing”Commitment Letter as of the date hereof). As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer SESI and, to the knowledge of the Buyer▇▇▇▇▇▇, the other parties thereto (thereto, subject in each case to the Enforceability Exceptions) bankruptcy laws and the Debt Financing Commitment is enforceable against the Buyer similar laws affecting creditors’ rights and the other parties thereto in accordance with its termsgeneral principles of equity. There are no conditions precedent or other contingencies directly or indirectly related to the funding provision of the full amount of ABL Financing pursuant to the Debt Financing (including any flex provisions) Letters, other than the conditions precedent as expressly set forth in the Debt Financing CommitmentCommitment Letter. At the Closing, and assuming the Buyer has no reason availability of the ABL Financing, Holdco will have sufficient funds to believe thatpay all of Holdco’s obligations under this Agreement and all other amounts required to be paid by NAM and ▇▇▇▇▇▇ in connection with the transactions contemplated hereby. To the knowledge of ▇▇▇▇▇▇, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No no event has occurred on or prior to the date hereof circumstance exists which, with or without notice, lapse of time or both, would constitute a breach or default or breach under the Debt Financing Commitment on the part of orHoldco, to NAM Merger Sub or ▇▇▇▇▇▇ Merger Sub under the knowledge Commitment Letter or otherwise result in any portion of the Buyer, any other party theretoABL Financing not being available. As of the date of this Agreement, there are no side letters or other agreements or contracts that could affect the Buyer is not in breach of any availability of the terms or conditions ABL Financing on the Closing Date other than as expressly set forth in the Debt Financing CommitmentLetters. SESI has paid in full any and all of the commitment fees and other fees it is required to pay on or prior to the date hereof under the terms of the Financing Letters and will pay all other commitment fees and other fees as required to be paid as a condition to the provision of the ABL Financing under the terms of the Financing Letters on or prior to the Closing. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer ▇▇▇▇▇▇ is not (A) aware of any fact, event or other occurrence that makes any of the representations and or warranties of the Buyer SESI or its affiliates in the Debt Financing Commitment Letters that constitutes a condition precedent to the provision of the ABL Financing on the Closing Date inaccurate in any material respect. The non-redacted portion respect and (B) assuming the accuracy of representations and warranties of each of the other parties set forth in this Debt Financing Commitment contains all Agreement and performance by each of the other parties of their respective obligations hereunder, has any reason to believe that, subject to the satisfaction of the conditions precedent set forth in Article IX, any of the conditions to the obligations of ABL Financing contemplated by the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do Letters will not have any reason to believe that they shall be unable to satisfy, satisfied on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, basis or that the Debt ABL Financing shall contemplated by the Financing Letters will not be made available to the Buyer on the Closing Date. The Buyer has fully paidNotwithstanding any other provision of this Section 6.26, no representation or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid warranty is made by ▇▇▇▇▇▇ pursuant to the terms of the Debt Financing Commitment on or prior this Section 6.26 with respect to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing matter arising out of any kindaction, including the Debt Financing inaction or any part thereofomission by ▇▇▇▇▇▇ or its respective Subsidiaries. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to Seller and the Seller Representative a true Company true, complete and complete copy correct copies of (a)(i) the executed Debt Financing Commitment by and among HPS Investment Partnerscommitment letter, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof hereof, between Parent and the Debt Financing Sources party thereto (including all exhibits, schedules, and annexes thereto) (the “Debt Commitment Letter”), and (ii) subject to redactions as further described below, each executed fee letter associated therewith, (collectively, the “Fee Letter” and together with the Debt Commitment Letter, the “Financing CommitmentCommitments”), pursuant to whichwhich the Debt Financing Sources have committed, and subject to the terms and conditions of whichset forth therein, the Debt Commitment Parties party thereto have committed to lend provide debt financing in the amounts set forth therein to (the Buyer as set forth therein “Debt Financing”) for the purpose of purposes of, among other things, funding the transactions contemplated by this Agreement Agreement, and related fees and expenses and the Ancillary Agreements refinancing of certain outstanding indebtedness of the Company and its Subsidiaries and (b) the Parent Credit Agreement. None of the Financing Commitments has been amended or modified prior to the date of this Agreement, and as of the date of this Agreement (i) no such amendment or modification is contemplated by Parent or, to the knowledge of Parent, any other party thereto (other than amendments to the Financing Commitments to add agents, arrangers, bookrunners, lenders and other entities acting in similar roles as contemplated or permitted by the Financing Commitments as in effect on the date hereof), and (ii) the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect by Parent or, to the knowledge of Parent, any other party thereto. A complete copy of the Fee Letter has been provided to Seller and the Company, with only the existence and/or amount of fees, pricing terms, pricing caps, “market flex” provisions (including ratio terms and related dates), securities demand provisions and other economic terms and commercially sensitive information redacted; provided that Parent represents and warrants that none of the redacted provisions in the Fee Letter impose (or permit the imposition of) any new conditions (or the expansion of any existing conditions) with respect to the Debt Financing”Financing or directly or indirectly reduce (or permit any reduction in) the amount of the Debt Financing below the Required Amount (as defined below). As of the date of this Agreement, there are no side letters or Contracts to which Parent is a party related to the funding or investing, as applicable, of the Debt Financing Commitment other than as expressly set forth in the Financing Commitments delivered to the Company on or prior to the date hereof that would reasonably be expected to adversely affect the conditionality, enforceability, availability, termination or amount of the Debt Financing; provided that Parent has or may enter into customary engagement letters with respect to debt securities to be issued in lieu of any financing contemplated by the Financing Commitments so long as such engagement letters do not been amended adversely affect the conditionality, enforceability, availability, termination or modified in amount of the Financing Commitments and customary fee credit letters relating to the Debt Financing. Parent has fully paid any respect, no provisions and all commitment fees or rights thereunder have been waived and other fees required by the respective commitments contained therein have not been withdrawn, rescinded Financing Commitments to be paid by it on or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or prior to the subject of discussionsdate hereof. As of the date hereofof this Agreement, (i) Parent has elected that, to the extent that the terms of the Parent Credit Agreement require (x) compliance with any financial ratio or test or (y) the absence of a Default (for purposes of this paragraph, as defined in the Parent Credit Agreement) or Event of Default (for purposes of this paragraph, as defined in the Parent Credit Agreement) (or any type of Default or Event of Default but excluding any Event of Default under Sections 7.01(a) or, solely with respect to the Parent, 7.01(f) or 7.01(g) of the Parent Credit Agreement) as a condition to the Debt Financing Commitment and any of the transactions contemplated by this Agreement, the determination of whether the relevant condition is satisfied shall be made at the time of the execution of this Agreement after giving effect to the Debt Financing and the transactions contemplated by this Agreement on a Pro Forma Basis (as defined in the Parent Credit Agreement), and Parent will not withdraw such election prior to the termination of this Agreement in accordance with the terms hereof, (ii) the aggregate amount of the Debt Financing does not exceed the Incremental Cap (as defined in the Parent Credit Agreement, and (iii) all conditions in the Parent Credit Agreement applicable to the Debt Financing and the transactions contemplated by this Agreement that are required to be satisfied on the date of this Agreement have been satisfied. As of the date of this Agreement, the Financing Commitments are in full force and effect and constitutes are the legal, valid valid, binding and binding obligation of the Buyer enforceable obligations of, Parent, and, to the knowledge of the BuyerParent, each of the other parties thereto (thereto, except to the extent enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Enforceability Exceptions) enforcement of creditors’ rights generally and by general equitable principles. As of the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There date of this Agreement, there are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) Financing, other than the conditions precedent as expressly set forth in the Debt Financing Commitment, Commitments delivered to Seller and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred Company on or prior to the date hereof 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 under the Debt Financing Commitment on the part of or, reasonably be expected to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would (a) constitute a default or breach on the part of Parent or, to the Buyer or knowledge of Parent, any other party thereto under any of its Affiliates the Financing Commitments, (b) constitute a failure to satisfy a condition precedent on the part of Parent or, to the knowledge of Parent, any other party thereto under the Financing Commitments or (c) result in any term or condition portion of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer being unavailable on the Closing Date. The Buyer has fully paidDate or, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms extent relating to payments of the Debt Financing Commitment Final Client Consent Adjustment Amounts, on or prior to the each payment date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered for Final Client Consent Adjustment Amount as contemplated by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”)1.05. As of the date hereof, assuming that the Equity conditions to the obligations of Parent and Merger Subs to consummate the transactions contemplated by this Agreement are satisfied, Parent has no reason to believe that any of the conditions to the Debt Financing contemplated by the Financing Commitments that are within Parent’s control will not be satisfied or that the Debt Financing will not be made available to Parent on the Closing Date or, in full force and effect and constitute the legalcase of payments of Final Client Consent Adjustment Amounts, valid and binding obligation on each payment date for Final Client Consent Adjustment Amounts as contemplated by Section 1.05. As of the Buyer date hereof, assuming that the conditions to the obligations of Parent and Merger Subs to consummate the transactions contemplated by this Agreement are satisfied, Parent will have at Closing and, with respect to the knowledge payments of Final Client Consent Adjustment Amounts, will continue to have on each payment date for Final Client Consent Adjustment Amounts as contemplated by Section 1.05, sufficient funds to (a) pay the aggregate cash consideration payable to Seller pursuant to this Agreement and any other amounts required under Article II, (b) pay any and all fees and expenses required to be paid by Parent in connection with the Transactions and the Debt Financing (including, if applicable, the Company Note Expenses), (c) repay, redeem, purchase, defease or discharge any outstanding Indebtedness of the BuyerCompany or its Subsidiaries (including, if applicable, the applicable other parties thereto and Company Notes) contemplated by this Agreement or the Equity Financing Commitments to be repaid, redeemed, purchased, defeased or discharged at the Closing and (d) satisfy all of the other payment obligations of Parent in connection with the consummation of the transactions contemplated by this Agreement that are enforceable against required to be satisfied by it on the Buyer and Closing Date (assuming for such purpose that the applicable other parties thereto in accordance with their respective terms Client Consent Adjustment Amount is zero dollars (subject $0)) (such amount, the “Required Amount”). Parent affirms that it is not a condition to the Enforceability Exceptions)Closing or any of its other obligations under this Agreement that Parent obtain the Debt Financing or any other financing for or related to any of the transactions contemplated hereby.

Financing. On the Closing Date the Purchaser will have at the Closing all immediately available funds necessary to consummate the Purchase and pay the Purchase Price for the Securities to be acquired hereunder on the terms and conditions contemplated by this Agreement, and to pay any fees and expenses of or payable by Purchaser, as and when expressly contemplated by this Agreement, and to pay or otherwise perform all obligations of Purchaser under the other Transaction Documents (a) The Buyer has delivered except with respect to the Seller Representative Bond Offering). Purchaser is a true party to and complete copy of the has accepted a fully executed Debt Financing Commitment by and among HPS Investment Partnerscommitment letter, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Financing CommitmentEquity Commitment Letter”), from a certain Person (the “Equity Investor”) pursuant to whichwhich the Equity Investor has agreed, subject to the terms and conditions thereof, to invest in Purchaser the amounts set forth therein. The Equity Commitment Letter provides that the Company is a third-party beneficiary thereof, in accordance with and subject to the terms and conditions of which, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein therein, and is entitled to enforce such agreement. The equity financing committed pursuant to the Buyer Equity Commitment Letter is referred to in this Agreement as the “Equity Financing”. Purchaser has delivered to the Company a true, complete and correct copy of the executed Equity Commitment Letter. Except as expressly set forth therein for in the purpose Equity Commitment Letter, there are no conditions precedent to the obligations of funding the transactions contemplated by this Agreement Equity Investor to provide the Equity Financing or any contingencies that would permit the Equity Investor to reduce the total amount of the Equity Financing. The Equity Commitment Letter constitutes the legal, valid binding and enforceable obligations of Purchaser and all the Ancillary Agreements (the “Debt Financing”)other parties thereto and is in full force and effect. As of the date of this Agreement, the Debt Financing Equity Commitment Letter has not been modified, amended or modified in any respectaltered, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently alteration is contemplated or the subject of discussions. As and none of the date hereofcommitments under the Equity Commitment Letter have been terminated, the Debt Financing reduced, withdrawn or rescinded in any respect. The Equity Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto Letter will not be able to satisfy on a timely basis amended, modified or altered at any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to time through the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to the Seller Representative a Company true and complete copy copies of (i) an executed commitment letter dated as of the executed Debt Financing date hereof (the “Commitment by Letter” and, together with the Fee Letter (as defined below), together, as they may be amended, modified or replaced in accordance with Section 5.2 and among HPS Investment Partners, LLC, including together with all annexes, exhibits, schedules and other attachments thereto the “Debt Financing Commitments”) pursuant to which the lender parties thereto have agreed, subject to the terms and a corresponding customarily redacted conditions thereof, to provide or cause to be provided the debt amounts set forth therein (such amounts, the “Debt Financing”) and (ii) the fee letters referred to in such commitment letter (with only fee amounts, dates, pricing caps, “market flex” and other economic terms redacted, none of which redacted terms would adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Financing Commitment”), pursuant to which, and subject to the terms and conditions of which, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt FinancingFee Letter”). As of the date of this Agreement, none of the Debt Financing Commitment Commitments has not been amended or modified in any respectmodified, no provisions or rights thereunder have been waived and the respective commitments contained therein in the Debt Financing Commitments have not been withdrawn, withdrawn or rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the BuyerParent, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment no withdrawal or rescission thereof is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, contemplated as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer Parent and, to the knowledge of the BuyerParent, the applicable other parties thereto and (except to the Equity extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). There are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Financing Commitments. As of the date of this Agreement, no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Debt Financing Commitments are enforceable against by Parent or Merger Sub or, to the Buyer knowledge of Parent, any other party to the Debt Financing Commitments. As of the date of this Agreement, assuming the satisfaction of the conditions contained in Section 6.1 and Section 6.3, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the applicable Debt Financing Commitments. Parent has fully paid any and all commitment fees or other parties thereto fees required by the terms of the Debt Financing Commitments to be paid on or before the date of this Agreement. Assuming the satisfaction of the conditions contained in Section 6.1 and Section 6.3 and that the Financing is funded in accordance with their respective the terms (subject of the Commitment Letter, Parent and Merger Sub will have, at the Effective Time, sufficient cash, available lines of credit or other sources of immediately available funds to consummate the Enforceability Exceptions)transactions contemplated hereby, including payment of all amounts required to be paid pursuant to Article II, and to pay all related fees and expenses. In no event shall the receipt or availability of any funds or financing, including under the Debt Financing Commitments, by Parent or Merger Sub or any Affiliate thereof be a condition to any of Parent’s or Merger Sub’s obligations hereunder.

Financing. (a) The Buyer Parent has delivered to the Seller Representative a true Company true, correct and complete copy copies of (i) the executed Debt Financing Commitment by and among HPS Investment Partnerscommitment letter, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof hereof, from Deutsche Bank Trust Company Americas, Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc. and from ▇▇▇▇▇ Fargo Bank, National Association, WF Investment Holdings, LLC and ▇▇▇▇▇ Fargo Securities, LLC (together with all exhibits, annexes, schedules and attachments thereto, including the Redacted Fee Letter, collectively, the “Debt Financing CommitmentCommitment Letter”), pursuant to which, and subject to the terms and conditions of whichthereof, the Debt Commitment Parties party lender parties thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein Purchaser for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). As , and (ii) the executed equity commitment letter, dated as of the date of this Agreementhereof (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Financing Commitments”) from certain funds affiliated with Centerbridge Associates II, L.P. (“Sponsor”) pursuant to which Sponsor has caused such funds to commit to invest the amounts set forth therein subject to the terms and conditions therein (the “Equity Financing” and, together with the Debt Financing Financing, the “Financing”). The Equity Commitment has not been amended or modified in any respectLetter provides, no provisions or rights thereunder have been waived and will continue to provide until such time as this Agreement and/or the respective commitments contained therein have not been withdrawnEquity Commitment Letter is terminated, rescinded or otherwise modified in any respect, nor that the Company is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. a third party beneficiary thereof as set forth therein. (b) As of the date hereof, : (i) each of the Debt Financing Commitment Commitments is in full force and effect and constitutes the has not been withdrawn, terminated or rescinded in any respect or otherwise amended, supplemented or modified in any respect, (ii) is a legal, valid and binding obligation of Purchaser and Parent, and (in the Buyer andcase of the Debt Commitment Letter only, to the knowledge Knowledge of the Buyer, Purchaser and Parent) the other parties thereto thereto, (subject to the Enforceability Exceptionsiii) and the Debt Financing Commitment is enforceable against the Buyer Letter delivered pursuant to Section 4.9(a) are true and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing complete copies (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of amended through the date hereof), (i) it or any other party thereto will except that the Redacted Fee Letters have been redacted with respect to certain fees and similar arrangements which do not be able to satisfy on a timely basis any term or condition of affect the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition conditionality of the Debt Financing; (iv) except for the Financing Commitments in the form delivered pursuant to Section 4.9 (a) there are no side letters or other agreements, contracts or (ii) arrangements relating to the full amount Financing or the Financing Commitments, including any that could affect the availability of the Debt Financing will not be made available Financing, to which Purchaser, Parent, Sponsor or any of their respective Affiliates is a party; and (v) assuming the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each satisfaction of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closingto Parent’s obligation to consummate the Offer and/or the Merger (as applicable), as to the Knowledge of the date hereofPurchaser or Parent, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No no event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, reasonably be expected to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would (x) constitute a default or breach on the part of Purchaser, Parent or Sponsor (solely with respect to the Buyer or Equity Financing), and (in the case of the Debt Commitment Letter only, to the Knowledge of Purchaser and Parent) any of its Affiliates the other parties thereto, under any term or of the Financing Commitment, (y) result in a failure of any condition of the Debt Financing CommitmentCommitments, or (z) result in any portion of the Financing contemplated thereby to be unavailable. The Buyer is not aware of Purchaser and Parent have fully paid any fact, event and all commitment fees or other occurrence that makes any of fees or deposits required by the representations and warranties of Financing Commitments to be paid on or before the Buyer in date hereof. Assuming the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all satisfaction of the conditions to Parent’s obligation to consummate the Offer and/or the Merger (as applicable), the aggregate net proceeds of the Financing will be sufficient for the satisfaction of all of Purchaser’s and Parent’s obligations under this Agreement, including the payment of the Offer Price in respect of each share of Company Common Stock validly tendered and accepted for payment in the Offer and payment of the aggregate Merger Consideration pursuant to Section 2.8, all amounts to be paid pursuant to Section 2.6, the payment of all associated costs and expenses of the Offer and the Merger (including any repayment or refinancing of Indebtedness of the Company required in connection therewith) and the payment of all other amounts required to be paid in connection with the consummation of the Transactions. There are no conditions precedent or other contingencies related to the obligations funding or investing, as applicable, of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms Financing, other than as expressly set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereof. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, assuming the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation satisfaction of the Buyer andconditions to Parent’s obligation to consummate the Offer and/or the Merger (as applicable), neither Purchaser nor Parent has any reason to believe that any of the conditions to the knowledge Financing will not be satisfied or that the full amount of the BuyerFinancing will not be available to Purchaser on the date of the Closing. (c) Except as set forth in Section 4.9(c) of the Parent Disclosure Letter, neither Purchaser nor Parent is a party to any Contract which expressly limits or restricts the applicable ability of any Person to provide debt financing for other parties thereto and potential purchasers of the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)Company.

Financing. (a) The Buyer Purchaser has delivered to the Seller Representative a true true, complete and complete copy correct copies of the executed Debt Financing Commitment by debt commitment letter, dated as of December 19, 2012, between Purchaser and among HPS Investment PartnersBank of America, LLCN.A., including all annexes▇▇▇▇▇▇▇ Lynch, exhibitsPierce, schedules ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and other attachments thereto Royal Bank of Canada and a corresponding customarily redacted the executed fee letter letters associated therewith (provided, that provisions in the fee letters related to fees, pricing caps and certain economic terms of the market flex (none of which redacted terms would adversely affect the amount or availability of the Debt Financing or impose any conditions on Financing) may be redacted) (such commitment letter, together with all exhibits, schedules, annexes, supplements and amendments thereto and the availability of aggregate principal amount of the Debt Financing)fee letters, each dated as of the date hereof (collectively, the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the terms conditions set forth therein, Bank of America, N.A. and conditions Royal Bank of which, the Debt Commitment Parties party thereto Canada have committed agreed to lend the amounts set forth therein to (the Buyer as set forth therein “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Agreement. The Debt Financing”). As of Financing Commitment has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and no such amendment, restatement, modification or waiver is contemplated (except for amendments or modifications permitted by Section 6.11, and, as of the date hereof, the commitment contained in the Debt Financing Commitment has not been amended withdrawn, terminated or modified rescinded in any respect. As of the date hereof, there are, and are contemplated to be, no provisions other agreements, side letters or rights thereunder have been waived and arrangements relating to the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified Debt Financing Commitment (other than as expressly set forth in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussionsDebt Financing Commitment furnished to Seller pursuant to this Section 5.07(a)). As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation obligations of the Buyer each of Purchaser and, to the knowledge of the BuyerPurchaser, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its termsthereto. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex “flex” provisions) ), other than the conditions precedent as expressly set forth in the Debt Financing Commitment. Assuming performance by Seller of its obligations that are required to be performed prior to the Closing, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Financing Commitment, together with Purchaser’s cash on hand plus proceeds of sales of stock, if any, in lieu of issuance of the Stock Consideration, will be sufficient for Purchaser to pay the Estimated Cash Consideration on the Closing Date, any payment required to be made by Purchaser pursuant to Section 3.05 and the Buyer has no reason to believe that, as all related fees and expenses and any other payment contemplated in this Agreement. As of the date hereof, (i) it no event has occurred that would result in any breach or any other party thereto will not be able to satisfy on violation of or constitute a timely basis any term default (or condition an event which with notice or lapse of time or both would become a default) by Purchaser under the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or Commitment and (ii) Purchaser does not have any reason to believe that any of the full amount of conditions to the Debt Financing will not be made available to the Buyer at satisfied or prior to the Closing. Assuming that the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing Commitment and assuming that each of the conditions set forth in Section 8.1 and Section 8.3 is satisfied at Closing, as of the date hereof, the aggregate proceeds of the Debt Financing, together with will not be available cash and cash equivalents of the Buyer on hand as of the date hereof and to Purchaser on the Closing Date, will . Purchaser has fully paid all commitment fees or other fees required to be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No event has occurred paid on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a default or breach under the Debt Financing Commitment on the part of or, pursuant to the knowledge of the Buyer, any other party thereto. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As . (b) Except as otherwise contemplated by Section 6.11(b), the obligations of Purchaser under this Agreement are not subject to any conditions regarding the date ability of this AgreementPurchaser, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under or any term or condition other Person to obtain financing for the consummation of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer on the Closing Date. The Buyer has fully paid, or caused to be paid, any and all commitment fees and any and all other fees and expenses, in each case as are required to be paid pursuant to the terms of the Debt Financing Commitment on or prior to the date hereoftransactions contemplated hereby. (c) The Buyer acknowledge and agree that their obligations under this Agreement and any Ancillary Agreements, including their obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind, including the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereof, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the applicable other parties thereto and the Equity Financing Commitments are enforceable against the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions).

Financing. (a) The Buyer Parent has delivered to the Seller Representative a Company true and complete copy fully executed copies of (a) the commitment letter, dated as of the executed Debt Financing date hereof, among Parent, ▇▇▇▇▇▇▇ Sachs Bank USA and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (the “Commitment by Letter”) and (b) the fee letter, among HPS Investment PartnersParent, LLC▇▇▇▇▇▇▇ Sachs Bank USA and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, including all annexesInc., exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (in each case, as redacted to remove only fee amounts, pricing caps, rates and amounts included in the “market flex,” certain other economic provisions and certain other confidential terms (none of which could affect the conditionality, principal amount, enforceability, termination or availability of the Financing)), in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “Debt Financing CommitmentLetters”), pursuant to which, which and subject to the terms and conditions thereof, each of which, the Debt Commitment Parties party parties thereto have (other than Parent) has severally committed to lend the amounts set forth therein to Parent (the Buyer provision of such funds as set forth therein therein, the “Financing”) for the purpose purposes set forth in such Debt Letters. The Debt Letters have not been amended, restated or otherwise modified or waived prior to the execution and delivery of funding the transactions contemplated by 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 Ancillary Agreements (respective commitments contained in the “Debt Financing”)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 date execution and delivery of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is Letters are in full force and effect and constitutes constitute the legal, valid and binding obligation of the Buyer each of Parent and, to the knowledge of the BuyerParent’s knowledge, the other parties thereto (thereto, subject in each case to the Enforceability Bankruptcy and Equity Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of Financing pursuant to the Debt Financing (including any flex provisions) Letters, other than the conditions precedent as expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the ClosingLetters. Assuming the Debt Financing is funded in accordance with the conditions set forth in terms of the Debt Financing Commitment Letters, Parent and assuming that each 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 conditions set forth Merger Consideration and all fees and expenses expected to be incurred in Section 8.1 and Section 8.3 is satisfied at Closing, as connection therewith. As of the date hereof, the aggregate proceeds of the Debt Financing, together with available cash and cash equivalents of the Buyer on hand as of the date hereof and on the Closing Date, will be sufficient to (1) pay the Purchase Price upon the terms contemplated by this Agreement, (2) pay all other amounts payable by the Buyer in connection with the consummation of the transaction contemplated by this Agreement and (3) pay all related fees and expenses associated with such transaction for which the Buyer or any of its Affiliates is responsible. (b) No no event has occurred on or prior to the date hereof which, with or without notice, lapse of time or both, would constitute a breach or default or breach under the Debt Financing Commitment on the part of Parent or, to the knowledge of the BuyerParent’s Knowledge, any other party theretoto 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) otherwise result in the Financing not being available, other than such default or breach that has been waived by the Lenders or otherwise cured in a timely manner by Parent or Merger Sub to the satisfaction of the Lenders, as the case may be. As of the date of this Agreement, the Buyer is not in breach of any of the terms or conditions set forth in the Debt Financing Commitment. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or any of its Affiliates under any term or condition of the Debt Financing Commitment. The Buyer is not aware of any fact, event or other occurrence that makes any of the representations and warranties of the Buyer in the Debt Financing Commitment inaccurate in any material respect. The non-redacted portion of this Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Debt Financing available to the Buyer on the terms set forth therein. Other than the Debt Financing Commitment, there are no side letters or other contractsagreements, Contracts, arrangements or understandings (written or oral) relating directly or indirectly related to the Debt funding of the Financing that could impair affect the conditionality, principal amount or availability of the Debt Financing. The Buyer do not have any reason to believe that they shall be unable to satisfy, on a timely basis, any term or condition to the availability or funding of the Debt Financing to be satisfied by it contained other than as expressly set forth in the Debt Financing Commitment, or that the Debt Financing shall not be available to the Buyer Letters. Parent will pay on the Closing Date. The Buyer has fully paid, or caused to be paid, any and Business Day immediately following the execution of this Agreement all commitment fees and any and all or other fees and expenses, in each case as are required to be paid pursuant to by the terms of the Debt Financing Commitment on or prior Letters to be paid in connection with the date hereof. (c) The Buyer acknowledge and agree that their obligations under execution of this Agreement and any Ancillary Agreements, including their obligations to consummate in connection with the Closing, are not contingent upon its receipt of financing of any kind, including Financing. Assuming the Debt Financing or any part thereof. (d) The Buyer has delivered to the Seller Representative true and complete copies of each of (i) that certain irrevocable option exercise notice delivered by Keystone to Buyer, pursuant to which Keystone shall exercise its option under Section 3.3(b) accuracy of the Existing Buyer LLC Agreement to purchase 3,333,334 additional Series B Preferred Units (Company’s representations and warranties contained herein, as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $10,000,000, and (ii) that certain subscription agreement pursuant to which TrueBridge Ascent LLC shall purchase 285,714 Series D Preferred Units (as defined in the Existing Buyer LLC Agreement) in Buyer for aggregate cash consideration of $1,000,000, each dated as of (or prior to) the date hereof (collectively, the “Equity Financing Commitments”). As of the date hereofof this Agreement, the Equity Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation Parent has no reason to believe that any of the Buyer and, conditions to the knowledge of Financing contemplated by the Buyer, Debt Letters will not be satisfied on a timely basis or that the applicable other parties thereto and Financing contemplated by the Equity Financing Commitments are enforceable against Debt Letters will not be made available on the Buyer and the applicable other parties thereto in accordance with their respective terms (subject to the Enforceability Exceptions)Closing Date.